FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT: NOVEMBER 1, 1996
Associated Planners Realty Growth Fund, (a California Limited Partnership)
(Exact name of registrant as specified in its charter)
California 33-13983 95-4119808
(State or other jurisdiction(Commission File Number) (IRS Taxpayer I.D. Number)
of incorporation or organization)
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
Item 2. Acquisition or Disposition of Assets
On November 1, 1996, Associated Planners Realty Growth Fund ("Growth Fund")
sold it's remaining real estate asset to Associated Planners Realty Income Fund
("Income Fund"). This asset consisted of the 10% interest that Growth Fund had
in an office building located in San Marcos, California. This sale was done in
order to allow Growth Fund to liquidate the partnership within the calendar 1996
year, and because the single 10% interest in this remaining property would not
be sufficient to support the operating expense of maintaining the Partnership.
Income Fund is an affiliated Partnership of Growth Fund, in that both
partnerships have a common general partner--West Coast Realty Advisors (formerly
known as "Associated Planners Realty Corporation"). As allowed by provision
11.4(G) of the Amended and Restated Agreement of Limited Partnership for both
Income Fund and Growth Fund:
"Joint venture investments in Properties between the Partnership and its
Affiliates may be entered into if the Affiliates have substantially identical
investment objectives, the Affiliates invest on substantially the same terms and
conditions, the Partnership obtains a first right of refusal to buy the property
if the other program wishes to sell the property held by the venture......"
This final phrase is the justification for allowing Income Fund to buy the
10% interest in the San Marcos property. The Income Fund already owns the
remaining 90% interest in the San Marcos property, so it was a logical buyer for
the remaining 10% interest. Prior to the sale of the property, an independent
appraisal was obtained on the San Marcos property, and the value in that
appraisal was the basis for establishing the price for the 10% interest. The
appraisal value for the entire San Marcos property was established at
$1,880,000.
Growth Fund received $185,968 on November 2, 1996 for its interest in the San
Marcos property. This amount consisted of $188,000 for the property itself,
less $2,032 for its share of a cash security deposits from the current tenant
that Growth Fund retained. The cost basis at the time of transfer was $266,518,
resulting in a $78,518 capital loss for Growth Fund as a result of the sale.
There was no debt in connection with the property.
It is the intention of the General Partner to use the proceeds from the sale
to pay a portion of the liabilities that Growth Fund owes to the General Partner
and its affiliates, and the remainder to the limited partners as a final
distribution and liquidation of the Partnership. This payment is expected to be
made in the latter half of November 1996.
Item 7. Financial Statements and Exhibits
(a) Pro forma financial information
The Partnership's 10% interest in the San Marcos Building was transferred to
Associated Planners Realty Income Fund on November 1, 1996. The following
unaudited condensed balance sheet of the Partnership assumes that the property
had been sold on September 30, 1996. The statement is prepared on a generally
accepted accounting basis.
Associated Planners Realty Growth Fund
Pro Forma Balance Sheet
(Unaudited)
September 30, 1996 Pro Forma September 30, 1996
As Reported Adjustments Pro Forma
Rental Real Estate, net of
accumulated depreciation $265,948 (265,948) (1) ----
Cash and Cash Equivalents 3,282 185,968 (2) 189,250
Other Receivables -- ----
Other Assets 1,102 1,102
-------- --------- ---------
Total Assets $270,332 (79,980) 190,352
===== ===== =====
Payable To Affiliates $215,073 $215,073
Other Accrued Liabilities 69,358 69,358
Note Payable - Related Party 150,000 150,000
Security Deposits & Prepaid Rent 2,032 (2,032) (3) ----
----------- --------- -----------
Total Liabilities 436,463 (2,032) 434,431
Limited Partner Equity (156,504) (77,169) (4) (233,673)
General Partner Equity (9,627) (779) (4) (10,406)
----------- ---------- -----------
Total Partners Equity (166,131) (77,948) (244,079)
----------- ---------- ------------
Total Liabilities and Equity $270,332 (79,980) 190,352
===== ===== =====
Associated Planners Realty Growth Fund
Notes to Pro Forma Balance Sheet
September 30, 1996
The pro forma balance sheet is intended to reflect the effect of the sale of
the Partnership's 10% interest in the San Marcos property to Associated Planners
Realty Income Fund as if it took place on September 30, 1996. The transaction
is reported on a generally accepted accounting basis.
Notes:
(1) To record the reduction in rental real estate as the result of the sale of
the San Marcos property.
(2) To record net cash received as the result of the sale of the San Marcos
Property.
(3) To record security deposits written off due to sale of the San Marcos
Property.
(4) To record the allocation of net loss on the sale of the San Marcos
Property -- 99% to the limited partners and 1% to the general partner.
(a) Pro forma financial information (cont.)
The following pro forma statements of loss and income reflect the effect of
two transactions that took place during 1996: (1) The transfer of the Park
Center Building to the Guardian Life Insurance Company on August 16, 1996, and
(2) the sale of the Partnership's 10% interest in the San Marcos property to
Associated Planners Realty Income Fund. These financial statements assume
that the Parkcenter Building had been transferred to the Guardian on January 1,
1995 and January 1, 1996 (to reflect the pro forma results for the year ended
December 31, 1995 and nine months ended September 30, 1996, respectively), and
that the 10% interest in the San Marcos property was sold on January 1, 1995 and
January 1, 1996 (to reflect the pro forma results for the year ended December
31, 1995 and nine months ended September 30, 1996).
Associated Planners Realty Growth Fund
Pro Forma Statements of Loss
(Unaudited)
For the year ended 12/31/95
As reported Adjustments Pro Forma
Revenues:
Rental Revenue $243,067 ($243,067) (1) -----
Interest Income 147 -------- 147
Total Revenues 243,214 (243,067) 147
Costs and Expenses:
Operating 118,523 (118,523) (2) ----
Interest 188,998 (188,998) (3) ----
General and Administrative 58,465 58,465
Depreciation and amortization 66,396 (66,396) (4) ----
Impairment Loss 1,912,727 (1,912,727) (5) ----
Realized Loss on Disposition
of Park Center ------- 1,912,727 (5) 1,912,727
Total Costs and Expenses 2,345,109 (373,917) 1,971,192
Net Loss (2,101,895) (130,850) (1,971,045)
Associated Planners Realty Growth Fund
Notes to Pro Forma Statement of Loss
For the Year Ended December 31, 1995
The pro forma statement of loss is intended to reflect the effect of: (1)
the transfer of the Park Center property from Associated Planners Realty Growth
Fund to the lender as if the transaction took place on January 1, 1995, and (2)
the sale of the 10% interest in the San Marcos property to Associated Planners
Realty Income Fund as if the transaction took place on January 1, 1995.
(1) To eliminate rental revenue pertaining to the San Marcos and Park Center
properties (100% of rental revenue).
(2) To eliminate property operating costs pertaining to the San Marcos and Park
Center properties (100% of property operating costs).
(3) To eliminate interest expense pertaining to debt secured by the Park Center
Property (100% of interest expense.
(4) To eliminate depreciation expense pertaining to the San Marcos and Park
Center Properties (100% of depreciation expense).
(5) To eliminate impairment loss recognized in 1995 in connection with the
write-down of the Park Center Property. If the Park Center property had been
sold at the beginning of the year, it is assumed that a realized loss, equal to
the unrealized loss recorded, would have been recognized.
Associated Planners Realty Growth Fund
Pro Forma Statement of Income
(Unaudited)
For the nine months ended 9/30/96
As reported Adjustments Pro Forma
Revenues:
Rental Revenue $168,297 (168,297) (1) ----
Gain on ParkCenter Repossession 686,628 686,628
Interest Income 177 177
---------- ---------- ---------
Total Revenues $855,402 (168,297) 686,805
---------- ---------- ---------
Costs and Expenses:
Operating 99,002 (99,002) (2) ----
Property Taxes 3,926 (3,926) (3) ----
Property Management Fees 8,171 (8,171) (4) ----
Interest 59,544 (59,544) (5) ----
General and Administrative 28,842 28,842
Depreciation and amortization 21,690 (21,690) (6) ----
----------- ----------- ---------
Total Costs and Expenses 221,175 (192,333) 28,842
----------- ---------- ---------
Net Income $633,927 24,036 657,963
======= ======= =====
Associated Planners Realty Growth Fund
Notes to Pro Forma Statement of Income
For the Nine months Ended September 30, 1996
The pro forma statement of income is intended to reflect the effect of: (1) the
transfer of the Park Center property from Associated Planners Realty Growth Fund
to the lender as if the transaction took place on January 1, 1996, and (2) the
sale of the 10% interest in the San Marcos property to Associated Planners
Realty Income Fund as if the transaction took place on January 1, 1996.
Notes
(1) To eliminate rental revenue pertaining to the San Marcos and Park Center
properties (100% of rental revenue).
(2) To eliminate property operating costs pertaining to the San Marcos and Park
Center properties (100% of property operating costs).
(3) To eliminate property taxes pertaining to the Park Center property (100% of
property taxes).
(4) To eliminate property management fees pertaining to the Park Center and San
Marcos properties (100% of property management fees).
(5) To eliminate interest expense pertaining to debt secured by the Park Center
Property (100% of interest expense).
(6) To eliminate depreciation expense pertaining to the San Marcos and Park
Center Properties (100% of depreciation expense).
SIGNATURES
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 hereunto duly authorized:
ASSOCIATED PLANNERS REALTY GROWTH FUND
A California Limited Partnership
(Registrant)
W. Thomas Maudlin, Jr.
(A General Partner)
By: WEST COAST REALTY ADVISORS, INC.
(A General Partner)
Neal Nakagiri
(Vice President/Secretary)
Michael G. Clark
(Vice President/Treasurer)
November 11, 1996