-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JnJGfy5q3kK6NGOH0PkA4372labnzaybLIx6YhKKZKShEmA8PaPlyE3uCrhl8Ml0 mj5CWwp4NStyvYyrPaIgNg== 0000785791-96-000007.txt : 19960228 0000785791-96-000007.hdr.sgml : 19960228 ACCESSION NUMBER: 0000785791-96-000007 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19960227 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATED PLANNERS REALTY FUND CENTRAL INDEX KEY: 0000785791 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 954036980 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-16805 FILM NUMBER: 96525735 BUSINESS ADDRESS: STREET 1: 5933 W CENTURY BLVD STREET 2: 9TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90045-5454 BUSINESS PHONE: 3106700800 MAIL ADDRESS: STREET 1: 5933 W CENTURY BLVD STREET 2: 9TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90045-5454 10-Q/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ FORM 10-Q/A AMENDMENT TO GENERAL FORM FOR REGISTRATION OF SECURITIES Filed pursuant to Section 12(g) THE SECURITIES EXCHANGE ACT OF 1934 ASSOCIATED PLANNERS REALTY FUND (Exact name of registrant as specified in its charter) AMENDMENT NO. 2 File No. 0-16805 The undersigned Registrant hereby amends the following items, financial statements, exhibits or other portions of its General Form for Registration of Securities on Form 10-Q as set forth in the pages attached hereto: 10-Q for the Quarter ending March 31, 1995 Item 1 and 2 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned thereunto duly authorized. ASSOCIATED PLANNERS REALTY FUND (Registrant) Date: By: West Coast Realty Advisors, Inc. (General Partner) By: Michael G. Clark, Vice President/Treasurer ITEM 1. FINANCIAL STATEMENTS In the opinion of the General Partner of Associated Planners Realty Fund (the"Partnership"), all adjustments necessary for a fair presentation of the Partnership's results for the three months ended March 31, 1995 and 1994, have been made in the following financial statements which are of normal recurring entries in nature. However, such financial statements are unaudited and are subject to any year-end adjustments that may be necessary. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) BALANCE SHEETS March 31, 1995 (Unaudited) and December 31, 1994
March 31, December 31, 1995 1994 (Unaudited) ASSETS RENTAL REAL ESTATE, net of accumulated depreciation (Note 1 and 2) $5,961,189 $5,982,471 CASH 105,424 36,227 CONSTRUCTION IN PROGRESS 509,598 68,411 INVESTMENT-GOVERNMENT SECURITIES ACCOUNT --- 55,554 OTHER ASSETS 58,051 112,713 $6,634,262 $6,255,376 LIABILITIES AND PARTNERS' EQUITY CONSTRUCTION LOAN PAYABLE $360,875 --- ACCOUNTS PAYABLE 55,206 24,757 SECURITY DEPOSITS AND PREPAID RENT 36,221 20,103 TOTAL LIABILITIES 452,302 44,860 MINORITY INTEREST (Note 1) 222,588 224,618 COMMITMENTS (Note 5) PARTNERS' EQUITY: Limited Partner: $1,000 stated value per unit; authorized 7,500 units; issued - 7,499 5,619,343 5,653,977 General Partner: 340,029 331,921 TOTAL PARTNERS EQUITY 5,959,372 5,985,898 $6,634,262 $6,255,376
[FN] See accompanying notes to financial statements. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) STATEMENTS OF PARTNERS' EQUITY Three Months Ended March 31, 1995 (Unaudited)
Limited Partners General Total Units Amount Partner BALANCE, December 31, 1994 $5,985,898 7,499 $5,653,977 $331,921 Net income 48,464 --- 40,356 8,108 Distributions to limited partners (74,990) --- (74,990) --- BALANCE, March 31, 1995 $5,959,372 7,499 $5,619,343 $340,029 Three Months Ended March 31, 1994 (Unaudited) Limited Partners General Total Units Amount Partner BALANCE, December 31, 1993 $6,116,709 7,499 $5,819,311 $297,398 Net income 48,072 --- 40,082 7,990 Distributions to limited partners (93,738) --- (93,738) --- BALANCE, March 31, 1994 $6,071,043 7,499 $5,765,655 $305,388
[FN] See accompanying notes to financial statements. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) STATEMENTS OF INCOME Three Months Ended March 31, 1995 and 1994 (Unaudited)
Three Months Three Months Ended Ended March 31, March 31, 1995 1994 (Unaudited) (Unaudited) REVENUES (Note 2) Rental $189,017 $184,192 Interest 878 1,730 189,895 185,922 COSTS AND EXPENSES (Note 3) Operating 47,162 43,002 Property taxes 13,996 14,658 Property management fees 10,457 9,209 Unrealized loss in government securities --- 2,724 General and administrative 31,555 30,223 Depreciation 36,231 35,373 139,401 135,189 LESS MINORITY INTEREST IN NET INCOME (LOSS) OF JOINT VENTURE (Note 1) 2,030 2,661 NET INCOME $48,464 $48,072 NET INCOME PER LIMITED PARTNERSHIP UNIT (Note 4) $5.38 $5.35
[FN] See accompanying notes to financial statements. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) STATEMENTS OF CASH FLOWS Three Months Ended March 31, 1995 and 1994 (Unaudited)
Three Months Three Months Ended Ended March 31, March 31, 1995 1994 (Unaudited) (Unaudited) Cash flows from operating activities: Net income $48,464 $48,072 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation 36,231 35,373 Net proceeds from sale of investment in government securities account 54,099 --- Unrealized loss - investment in government securities --- 1,391 Minority interest in net income (loss) (2,030) (2,661) Increase (decrease) from changes in: Other assets 53,784 (16,395) Accounts payable 28,420 (14,156) Security deposits 16,118 (2,432) Net cash provided by operating activities 235,086 49,192 Cash flows used in investing activities: Furniture and fixture additions (10,587) --- Construction in progress (441,187) --- Net cash provided by investing activities (451,774) --- Cash flows (used in) provided by financing activities: Construction loan proceeds 360,875 --- Distributions to limited partners (74,990) (93,738) Distributions to minority interest --- (1,236) Net cash provided by (used in) financing activities 285,885 (94,974) Net increase (decrease) in cash and cash equivalents 69,197 (45,782) Cash and cash equivalents at beginning of period 36,227 139,748 Cash and cash equivalents at end of period $105,424 $93,966
[FN] See accompanying notes to financial statements. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) Summary of Accounting Policies Business Associated Planners Realty Fund (the "Partnership"), a California limited partnership, was formed on November 19, 1985 under the Revised Limited Partnership Act of the State of California for the purpose of acquiring and operating real estate. Basis of Presentation The consolidated financial statements do not give effect to any assets that the partners may have outside of their interest in the partnership, nor to any personal obligations, including income taxes, of the partners. The consolidated financial statements include the accounts of Associated Planners Realty Fund and all joint ventures in which it has a majority interest. All adjustments necessary for the fair presentation of the financial statements has been recorded and are of normal recurring entries in nature. Rental Real Estate Assets are stated at cost. Depreciation is computed using the straight-line method over estimated useful lives ranging from five to 35 years for financial reporting purposes and five to 40 years for income tax purposes. Rental Income Rental income is recognized when the amount is due and payable under the terms of a lease agreement. Investment in Government Securities Investment in Government Securities, which represent trading securities, are accounted for in accordance with SFAS No. 115. The difference between historical cost and market value are reported as unrealized gains or losses in the statement of income. Statements of Cash Flow For the purpose of the statements of cash flows, the Partnership considers cash in the bank and all highly liquid investments purchased with original maturities of three months or less, to be cash and cash equivalents. Reclassification Certain amounts in the 1995 financial statements have been reclassified for comparative purposes. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS Three Months Ended March 31, 1995 and 1994 (Unaudited) and Year Ended December 31, 1994 Note 1 - Nature of Partnership Business Associated Planners Realty Fund, a California limited partnership (the "Fund"), was formed on November 19, 1985 under the Revised Limited Partnership Act of the State of California for the purpose of acquiring and operating real estate. The Fund did not begin operations until 1986. Under the terms of the partnership agreement, the General Partner is entitled to cash distributions and net income allocations varying from 1% for depreciation allocations to 15% of cash and income after the limited partners have received cash distributions equal to their initial cash investment plus a cumulative 8% return. The General Partner is also entitled to cash distributions and net income allocations of 10% from ongoing partnership operations. Further, the General Partner receives acquisition fees for locating and negotiating the purchase of rental real estate and management fees for operating the Partnership. The Partnership currently has interests in five rental real estate properties. Three are wholly-owned and two are jointly owned by the Partnership (81.2%) and an affiliate (18.8%) (Note 2). The affiliate's interests have been reflected as minority interests. Note 2 - Rental Real Estate As of March 31, 1995 and December 31, 1994, the Fund's net real estate investment is as follows: March 31, December 31, 1995 1994 Land $2,644,667 $2,644,667 Buildings and Improvements 4,433,781 4,418,832 7,078,448 7,063,499 Less Accumulated Depreciation 1,117,259 1,081,028 Net Real Estate Investment $5,961,189 $5,982,471 ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS Three Months Ended March 31, 1995 and 1994 (Unaudited) and Year Ended December 31, 1994 (Continued) Note 3 - Related Party Transactions (a) For Partnership management services rendered to the Partnership, the General Partner is entitled to receive 10% of all distributions of cash from operations. These amounts totaled $8,332 for the quarter ended March 31, 1995 and $10,415 for the quarter ended March 31, 1994. (b) For administrative services provided to the Partnership, the General Partner is entitled to reimbursement for the cost of certain personnel and relevant expenses. These amounts totaled $3,000 for the three months ended March 31 1995, and March 31, 1994. (c) Property management fees incurred, in accordance with the Partnership Agreement, to West Coast Realty Management, Inc., an affiliate of the corporate General Partner, totaled $10,457 for the quarter ended March 31, 1995, and $9,029 for the quarter ended March 31, 1994. Note 4 - Net Income and Cash Distributions Per Limited Partnership Unit The Net Income per Limited Partnership Unit was computed in accordance with the Partnership Agreement on the basis of weighted quarterly average number of outstanding Limited Partnership Units. Cash distributions of $12.50 per unit, paid on February 9, 1994 are reflected for the 7,499 units outstanding at December 31, 1993 and $10.00 per unit, paid on February 3, 1995 are reflected for the 7,499 units outstanding at December 31, 1994. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS Three Months Ended March 31, 1995 and 1994 (unaudited) and Year Ended December 31, 1994 (Continued) Note 5 - Construction in Progress and Construction Loan Payable In January 1995, the Partnership closed escrow on a parcel of land adjacent to the Shaw Villa Shopping Center. The purchase price of the land was $206,749, including a $13,102 acquisition fee paid to the Advisor. The purchase was financed using $23,602 in cash, and the remainder by a one year construction loan from Valliwide Bank of Fresno. The loan bears interest at 2% over the bank's prime rate and the total construction loan commitment is for $1,365,000. The construction loan is interest only with payments via additional draws against this loan. Total construction costs incurred as of March 31, 1995 were $509,598, while borrowings on the construction loan were $360,875. Included in construction costs is $7,862 in construction loan interest that was capitalized. Note 6 - Subsequent Events On March 30, 1995, the Partnership entered into an agreement to sell the Puyallup, Washington mini-warehouse building to Shurgard Storage Centers Inc. (a publicly held Delaware corporation traded on NASDAQ). The price is $1,550,000, with the Partnership's (seller's) closing costs expected to total $3,000. The expected closing date of the transaction is May 30, 1995. It is the intention of the Partnership to distribute virtually all the proceeds from this transaction to the limited partners in August 1995, as stipulated in the Partnership's prospectus. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Introduction Associated Planners Realty Fund (the "Partnership") was organized in November 1985, under the California Revised Limited Partnership Act. The Partnership began offering units for sale on March 28, 1986. As of December 27, 1987, the Partnership had raised $7,499,000 in gross capital contributions. The Partnership netted approximately $6,720,000 after sales commissions and syndication costs. The Partnership was organized for the purpose of investing in, holding, and managing improved, leveraged income-producing property, such as residential property, office buildings, commercial buildings, industrial properties, and shopping centers. The Partnership intends to own and operate such properties for investment over an anticipated holding period of approximately five to ten years. The Partnership's principal investment objectives are to invest in rental real estate properties which will: (1) Preserve and protect the Partnership's invested capital; (2) Provide for cash distributions from operations; (3) Provide gains through potential appreciation; and (4) Generate Federal income tax deductions so that during the early years of property operations, a portion of cash distributions may be treated as a return of capital for tax purposes and, therefore, may not represent taxable income to the limited partners. The ownership and operation of any income-producing real estate is subject to those risks inherent in all real estate investments, including national and local economic conditions, the supply and demand for similar types of properties, competitive marketing conditions, zoning changes, possible casualty losses, increases in real estate taxes, assessments, and operating expenses, as well as others. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) The Partnership is operated by the General Partner subject to the terms of the Amended and Restated Agreement of Limited Partnership. The Partnership has no employees, and all administrative services are provided by West Coast Realty Advisors, Inc., the General Partner. Results of Operations Operations for the quarter ended March 31, 1995, reflect an entire period of operations for the Partnership's properties. Rental revenue for the three months ended March 31, 1995 increased from that for the three months ended March 31, 1994 by approximately $5,000, due to the improved occupancy of the multi-tenant Santa Fe Business Park Building. The Partnership generated $84,695 in income from operations before depreciation of $36,231 for the three months ended March 31, 1995 compared to $83,445 in income from operations before depreciation of $35,373 for the three months ended March 31, 1994. Total operating and general & administrative expenses increased by $5,492 (7.5%) for the three months ended March 31, 1995 compared to the three months ended March 31, 1994, primarily due to increased repair and maintenance expenditures. The Partnership is currently attempting to rent space or sell the single tenant Santa Fe Business Park Building, (179 Calle Magdalena), which has been unoccupied since December 1993. The Partnership is experiencing a net negative $4,000 cash flow per quarter as a result of the vacancy. On May 15, 1995, the Shurgard Mini-Warehouse Facility located at 11315 Meridian South, Puyallup, Washington was sold to Shurgard Storage Centers, Inc. ("the Buyer"). The gross sales price was $1,550,000, although the Partnership received $1,510,976 in net proceeds as a result of the transaction. This net proceeds amount is calculated as the gross sale price of $1,550,000 less $23,486 in excise taxes paid to the State of Washington, less $4,332 in miscellaneous escrow closing costs, less $11,206 in prepaid user rents, net of rent receivable and property taxes, attributable to the Partnership. Net sales proceeds for tax reporting purposes are $1,522,182. ASSOCIATED PLANNERS REALTY FUND (A California limited Partnership) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Liquidity and Capital Resources During the three months ended March 31, 1995, $235,086 in cash was provided by operating activities. This resulted from net cash basis income of $84,695 from operations (net income plus depreciation expense) plus $54,099 in proceeds received from the liquidation of the government securities account, that were deposited into the Partnership's money market account and a $53,784 decrease in other assets (primarily due to the reclassification of deposits used in the construction in progress of the Shaw Villa property), and a $28,420 increase in accounts payable (primarily attributable to normal increase in trade payables) and a $16,118 increase in security deposits and prepaid rent (due to prepaid rent received prior to March 31, 1995 which was not received as of December 31, 1994). Cash used in investing activities totaled $451,774 for the three months ended March 31, 1995 of which $441,187 pertained to the construction in progress of the Shaw Villa property and the remainder relates to furniture and fixture additions. Cash provided by financing activities totaled $285,885 of which $360,875 was proceeds received in connection with the construction in progress of the Shaw Villa property, offset by $74,990 of distributions paid to limited partners. In January 1995, the Partnership closed escrow on a parcel of land adjacent to the Shaw Villa Shopping Center. The purchase price of the land was $206,749, including a $13,102 acquisition fee paid to the Advisor. The purchase was financed using $23,602 in cash, and the remainder by a one year construction loan from Valliwide Bank of Fresno. The loan bears interest at 2% over the bank's prime rate and the total construction loan commitment is for $1,365,000. The construction loan is interest only with payments via additional draws against this loan. Total construction costs incurred as of March 31, 1995 were $509,598, while borrowings on the construction loan were $360,875. Included in total construction costs is $7,862 in capitalized interest. ASSOCIATED PLANNERS REALTY FUND (A California limited Partnership) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Construction at the shopping center is expected to be completed in two phases. First, 4,000 square feet of additional space will be erected on the new parcel, contiguous to an existing building at Shaw Villa. Construction is expected to be completed June 15, 1995. The Wherehouse will then be moved into this space. The current space occupied by the Wherehouse will then be remodeled and expanded by approximately 3,800 more square feet, for a total of 8,200 square feet. This construction is expected to be completed by September 15, 1995. The Wherehouse will than be relocated to the remodeled space, and the Partnership will attempt to lease the new 4,000 square foot space. The intended source of funds to repay the construction loan will be from additional rental revenue received on the additional space or the financing of another property (Santa Fe Business Park or Pacific Bell Building) which are not currently encumbered or the renegotiation of the current loan outstanding on the Shaw Villa Shopping Center property. The total monthly rental revenue on the Shaw Villa Shopping Center property including rent on the additional space and common area maintenance reimbursements amounts to approximately $21,800 per month. This additional work is expected to enhance the value of the parcel and operating cash flows in the long run. The construction loan is expected to be replaced by permanent financing in December 1995. The Partnership has already received a commitment from a major insurance company to replace the construction loan with a twenty year loan. The Partnership's cash reserve is invested primarily in a liquid money market mutual fund, earning interest at market rates. The money market fund is invested to provide stability and safety of principal, competitive interest rates, and quick availability of funds, in that order of importance. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) S I G N A T U R E S Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ASSOCIATED PLANNERS REALTY FUND A California Limited Partnership (Registrant) February 26, 1996 By: WEST COAST REALTY ADVISORS,INC. A California Corporation, General Partner William T. Haas William T. Haas Director and Executive Vice President / Secretary February 26, 1996 Michael G. Clark Michael G. Clark Vice President / Treasurer -----END PRIVACY-ENHANCED MESSAGE-----