FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(d)
(As last amended by 34-31905, eff. 4/26/93)
FORM 10-KSB
[X] Annual Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1995
or
[ ] Transition Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the transition period.........to.........
Commission file number 0-15675
DAVIDSON GROWTH PLUS, L.P.
(Name of small business issuer in its charter)
Delaware 52-1462866
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $4,968,138.
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of December 31, 1995: $6,791,220
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Prospectus of Registrant dated August 13, 1986 (included in
Registration Statement, No. 0-15675, of Registrant) are incorporated by
reference into Parts I and III.
PART I
Item 1. Description of Business
Davidson Growth Plus, L.P. (the "Registrant") is a Delaware limited
partnership organized in May 1986. The general partners of the Registrant are
Davidson Diversified Properties, Inc., a Tennessee corporation ("Managing
General Partner") and James T. Gunn ("Individual General Partner")
(collectively, the "General Partners").
The offering of the Registrant's limited partnership units ("Units")
commenced on August 13, 1986, and terminated on March 30, 1988. The Registrant
received gross proceeds from the offering of $28,375,750 and net proceeds of
$25,254,418.
The Registrant's primary business is to acquire, operate and hold existing
income-producing residential real estate. Industry segment information is not
relevant. The Registrant does not engage in any foreign operations nor derive
any income from foreign sources.
All of the net proceeds of the offering were invested in four properties, of
which three continue to be held by the Partnership. See Item 2. "Description of
Properties," below for a description of the Registrant's remaining properties.
The Registrant receives income from its properties and is responsible for
operating expenses, capital improvements and debt service payments under
mortgage obligations secured by the properties. The Registrant financed its
properties primarily through non-recourse debt. Therefore, in the event of
default, the lender can generally look only to the subject property for recovery
of amounts due.
Both the income and expenses of operating the remaining properties owned by
the Registrant are subject to factors outside of the Registrant's control, such
as an oversupply of similar properties resulting from overbuilding, increases in
unemployment or population shifts, reduced availability of permanent mortgage
financing, changes in zoning laws, or changes in patterns or needs of users. In
addition, there are risks inherent in owning and operating residential
properties because such properties are susceptible to the impact of economic and
other conditions outside of the control of the Registrant.
For the year ended December 31, 1995, the Registrant's three properties
accounted for, in the aggregate, approximately 99% of the Registrant's gross
revenues.
Competition
The real estate business is highly competitive and the Registrant's
properties are subject to competition from similar properties in the vicinity in
which they are located. The Partnership is not a significant factor in its
industry. In addition, various limited partnerships have been formed by the
General Partners and/or their affiliates to engage in businesses which may be
competitive with the Registrant.
Employees
The Registrant has no employees. Management and administrative services are
performed by Davidson Diversified Properties, Inc., the Managing General
Partner, and by affiliates of Insignia Financial Group, Inc. ("Insignia").
Effective January 1, 1992, affiliates of Insignia began to provide asset
management, partnership administration, and investor relations services to the
Registrant. See Item 12. "Certain Relationships and Related Transactions" for
an enumeration of the affiliates and the compensation and reimbursement received
from the Registrant during 1995 and 1994.
Item 2. Description of Properties:
The following table sets forth the Registrant's investment in properties:
Date of
Property Purchase Type of Ownership Use
Brighton Crest Apts. Phase I The Registrant holds an Apartment
Marietta, Georgia 09/25/87 82.5% interest in the 320 units
Phase II joint venture which has
12/15/87 fee ownership subject to
first and second mortgages
The Village Apts. 05/31/88 Fee ownership subject to Apartment
Brandon, Florida first and second mortgages 112 units
The Fairway Apts. 05/18/88 Fee ownership subject to Apartment
Plano, Texas first and second mortgages 256 units
Schedule of Properties:
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
Brighton Crest Apts. $12,596,410 $(4,422,241) 5-25 yrs S/L $12,800,250
The Village Apts. 4,230,667 (1,401,145) 5-25 yrs S/L 3,732,344
The Fairway Apts. 6,515,820 (1,800,585) 5-25 yrs S/L 5,974,040
$23,342,897 $(7,623,971) $22,506,634
</TABLE>
See Note A of the consolidated financial statements included in Item 7 for
the partnership's depreciation policy.
Schedule of Mortgages:
<TABLE>
<CAPTION>
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1995 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Brighton Crest Apts.
1st mortgage $ 6,288,903 7.83% 28.67 yrs 10/15/03 $5,516,196
2nd mortgage 198,900 7.83% (1) 10/15/03 198,900
The Village Apts.
1st mortgage 1,934,924 7.83% 28.67 yrs 10/15/03 1,697,334
2nd mortgage 61,200 7.83% (1) 10/15/03 61,200
The Fairway Apts.
1st mortgage 4,075,614 7.60% 21.42 yrs 11/15/02 3,142,190
2nd mortgage 134,781 7.60% (1) 11/15/02 134,781
Total 12,694,322
Less unamortized
discounts (372,506)
Total $12,321,816
<FN>
(1) Interest only payments
</TABLE>
The discount is reflected as a reduction of the mortgage notes payable and
increases the effective rate of the debt to 8.13% for Brighton Crest Apartments
and The Village Apartments and 8.76% for the Fairway Apartments.
Average annual rental rate and occupancy for 1995 and 1994 for each property:
Average Annual Average
Rental Rates Occupancy
Property 1995 1994 1995 1994
Brighton Crest Apts. $7,827/unit $7,077/unit 95% 95%
The Village Apts. 7,842/unit 7,330/unit 98% 97%
The Fairway Apts. 6,655/unit 6,187/unit 97% 96%
Real estate taxes and rates in 1995 for each property were:
1995 1995
Taxes Rate
Brighton Crest Apts. $174,133 3.37%
The Village Apts. 79,322 2.48%
The Fairway Apts. 162,609 2.35%
As noted under Item 1. "Description of Business," the Registrant's
properties are subject to competition from similar properties in the vicinity in
which the Registrant's properties are located. It is the Managing General
Partner's opinion that the properties are adequately covered by insurance. All
properties are multifamily residential housing developments with lease terms of
one year or less. No resident leases 10% or more of the available rental space,
and no tenant carries on a business within or from the buildings.
To facilitate the refinancing of The Fairway Apartments during 1992, the
property was restructured into a lower tier partnership, known as The New
Fairways, L.P., in which Davidson Growth Plus, L.P. is the 99.99% limited
partner. Although legal ownership of the asset was transferred to a new entity,
Davidson Growth Plus, L.P. retained substantially all economic benefits from the
property.
To facilitate the financing of Brighton Crest Apartments during 1993, the
property was restructured into a lower tier partnership, known as Brighton
Crest, L.P., in which Sterling Crest Joint Venture is the 99.99% limited
partner. Sterling Crest Joint Venture is owned 82.5% by Davidson Growth Plus,
L.P. and 17.5% by Davidson Income Real Estate, L.P. Although legal ownership
of the asset was transferred to a new entity, Davidson Growth Plus, L.P.
retained substantially all of its original interest in the property.
Item 3. Legal Proceedings
The Registrant is unaware of any pending or outstanding litigation that is
not of a routine nature. The Managing General Partner of the Registrant believes
that all such pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition, or operations of
the Partnership.
Item 4. Submission of Matters to a Vote of Security Holders
The Unit holders of the Registrant did not vote on any matters during the
fourth quarter of the fiscal year covered by this report.
PART II
Item 5. Market for Partnership Equity and Related Partner Matters
As of December 31, 1995, there was minimal trading of the Units in the
secondary market. On December 8, 1995, an affiliate of the Managing General
Partner, DGP Acquisition, L.L.C., ("DGP Acquisition"), distributed an offer to
purchase up to 11,349 Limited Partner Units (the "Tender Offer") for a cash
price of $240.00 per Unit to Limited Partners of record as of October 1, 1995.
The Tender Offer, which originally expired on January 8, 1996, was extended to
January 16, 1996. Approximately 254 Limited Partners holding 2,048.58 Units
(7.22% of total Units) accepted the Tender Offer and sold their units to DGP
Acquisition for an aggregate sales price of approximately $492,000. As of
January 1996, there were 2,829 holders of record owning an aggregate of
28,371.75 Units.
Distributions per Unit for the years ended December 31, 1995 and December
31, 1994 were $47 and $8, respectively. Calculations are based upon the
weighted average number of Units outstanding.
Pursuant to the terms of the Partnership Agreement, there are restrictions
on the ability of the Limited Partners to transfer their Units. In all cases,
the General Partners must consent to any transfer.
There are no material restrictions upon the Registrant's present or future
ability to make distributions in accordance with the provisions of the
Registrant's Partnership Agreement.
Item 6. Management's Discussion and Analysis or Plan of Operation
Liquidity and Capital Resources
The Partnership had unrestricted cash of $1,160,550 at December 31, 1995,
compared to unrestricted cash of $1,978,073 at December 31, 1994. Net cash
provided by operating activities decreased due to an increase in payments of
accrued taxes and other liabilities and a decrease in collections of accounts
receivable. Net cash used in investing activities increased due to fewer
receipts from restricted escrows which were used for property improvements and
repairs and maintenance. Net cash used in financing activities increased
primarily due to increased distributions to partners.
The sufficiency of existing liquid assets to meet future liquidity and
capital expenditure requirements is directly related to the level of capital
expenditures required at the various properties to adequately maintain the
physical assets as well as future maturing mortgage obligations and related
refinancing expenses. Such assets are currently thought to be sufficient for
any near-term needs of the Partnership. The mortgage indebtedness of
$12,321,816, net of discount, is amortized over varying periods as discussed in
"Item 2. Description of Properties." The mortgage notes require balloon
payments at dates ranging from November 2002 to October 2003, by which time the
Managing General Partner intends to sell or refinance the individual properties.
Future cash distributions of the Partnership will depend on the levels of
net cash generated from operations, refinancings, property sales and the
availability of portions of the funds described in the preceding paragraph.
Cash distributions of $1,388,461 to the partners and $175,000 to the minority
interest holder were paid during the year ended December 31, 1995.
Results of Operations
The Partnership realized net income of $343,669 for the year ended December
31, 1995, compared to net income of $124,139 for the year ended December 31,
1994.
Rental revenues increased in 1995 due to increases in rental rates at all of
the properties and slight occupancy increases at The Village Apartments and The
Fairway Apartments. Other income increased in 1995 due to a tax refund of
$20,352 relating to The Village Apartments' property value reassessment and
increases in lease cancellation fees and late fees at The Fairway Apartments and
Brighton Crest Apartments.
Total expenses remained stable for the years ended December 31, 1995 and
1994. The slight increase in 1995 was due primarily to an increase in
maintenance expense. Maintenance expense increased as a result of landscaping
of approximately $72,000 and wallpaper replacement of approximately $14,000 at
Brighton Crest Apartments. In addition, The Fairway Apartments replaced all of
the tenant mailboxes and planted trees at a cost of approximately $20,000 and
replaced countertops in several of the apartment units totalling approximately
$16,000. These increases were offset by lower costs for carpet cleaning and
interior painting of approximately $61,000.
The loss on disposal of property represents roofs written off as they were
replaced at The Fairway Apartments.
The Managing General Partner continues to monitor the rental market
environment in each location of its apartment properties to assess the
feasibility of increasing rents and maintaining or increasing occupancy levels
to protect the Partnership from increases in expenses. The Managing General
Partner expects to be able, at a minimum, to continue protecting the Partnership
from the burden of inflation-related increases in expenses by increasing rents
and maintaining a high overall occupancy level. However, rental concessions and
rental reductions needed to offset softening market conditions could affect the
ability to sustain this plan.
Item 7. Financial Statements
DAVIDSON GROWTH PLUS, L.P.
LIST OF CONSOLIDATED FINANCIAL STATEMENTS
Independent Auditors' Report
Consolidated Balance Sheet December 31, 1995
Consolidated Statements of Operations Years ended December 31, 1995
and 1994
Consolidated Statements of Changes in Partners Capital (Deficit)
Years ended December 31, 1995 and 1994
Consolidated Statements of Cash Flows Years ended December 31, 1995
and 1994
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Davidson Growth Plus, L.P.
We have audited the accompanying consolidated balance sheet of Davidson Growth
Plus, L.P. (A Limited Partnership) as of December 31, 1995, and the related
consolidated statements of operations, changes in partners capital (deficit)
and cash flows for each of the two years in the period ended December 31, 1995.
These financial statements are the responsibility of the Partnership s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership s management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Davidson Growth
Plus, L.P. (A Limited Partnership) as of December 31, 1995, and the consolidated
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1995, in conformity with generally accepted accounting
principles.
/s/ERNST & YOUNG LLP
Greenville, South Carolina
January 31, 1996
DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED BALANCE SHEET
December 31, 1995
Assets
Cash:
Unrestricted $ 1,160,550
Restricted-tenant security deposits 107,900
Accounts receivable 9,473
Escrows for taxes and insurance 285,310
Restricted escrows 458,700
Other assets 427,976
Investment properties (Notes B and E):
Land $ 4,649,770
Buildings and related personal property 18,693,127
23,342,897
Less accumulated depreciation (7,623,971) 15,718,926
$18,168,835
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 33,314
Tenant security deposits 105,150
Accrued taxes 162,609
Other liabilities 292,158
Subordinated management fee (Note D) 49,027
Mortgage notes payable (Note B) 12,321,816
Minority Interest 332,607
Partners' Capital (Deficit)
General partners $ (672,187)
Limited partners (28,371.75 units
issued and outstanding) 5,544,341 4,872,154
$18,168,835
See Accompanying Notes to Consolidated Financial Statements
DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
1995 1994
Revenues:
Rental income $4,701,810 $4,459,376
Other income 266,328 210,661
Total revenues 4,968,138 4,670,037
Expenses:
Operating 1,263,996 1,308,546
General and administrative 214,417 211,489
Property management fees 242,834 229,833
Maintenance 593,807 525,151
Depreciation 712,319 674,836
Interest 1,089,689 1,098,565
Property taxes 427,841 415,425
Subordinated partnership management fee 13,405 25,639
Total expenses 4,558,308 4,489,484
Minority interest in net income of joint
venture (56,863) (42,468)
Loss on disposal of property (9,298) (13,946)
Net income (Note C) $ 343,669 $ 124,139
Net income allocated to general partners (3%) $ 10,310 $ 3,724
Net income allocated to limited partners (97%) 333,359 120,415
$ 343,669 $ 124,139
Net income per limited partnership unit $ 11.75 $ 4.25
See Accompanying Notes to Consolidated Financial Statements
DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 28,371.75 $ 1,000 $28,375,750 $28,376,750
Partners' capital (deficit) at
December 31, 1993 28,371.75 $(637,790) $ 6,659,821 $ 6,022,031
Distributions to partners -- (6,777) (222,447) (229,224)
Net income for the year ended
December 31, 1994 -- 3,724 120,415 124,139
Partners' capital (deficit) at
December 31, 1994 28,371.75 (640,843) 6,557,789 5,916,946
Distributions to partners -- (41,654) (1,346,807) (1,388,461)
Net income for the year ended
December 31, 1995 -- 10,310 333,359 343,669
Partners' capital (deficit) at
December 31, 1995 28,371.75 $(672,187) $5,544,341 $ 4,872,154
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net income $ 343,669 $ 124,139
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 712,319 674,836
Amortization of discounts and loan costs 97,373 92,357
Minority interest in net income of joint
venture 56,863 42,468
Loss on disposal of property 9,298 13,946
Change in accounts:
Restricted cash 3,260 (4,568)
Accounts receivable (1,169) 268,950
Escrows for taxes and insurance (34,604) (49,435)
Accounts payable (26,916) (28,138)
Tenant security deposits (1,612) 170
Accrued taxes (15,472) 25,958
Other liabilities (71,697) 125,853
Subordinated management fee 13,405 25,640
Net cash provided by operating activities 1,084,717 1,312,176
Cash flows from investing activities:
Property improvements and replacements (228,893) (219,120)
Deposits to restricted escrows (20,112) (23,076)
Receipts from restricted escrows 98,863 188,884
Net cash used in investing activities (150,142) (53,312)
Cash flows from financing activities:
Payments on mortgage notes payable (188,637) (174,745)
Distributions to partners (1,388,461) (289,830)
Distributions to minority interest (175,000) (93,531)
Loan costs -- (51,175)
Net cash used in financing activities (1,752,098) (609,281)
Net (decrease) increase in cash (817,523) 649,583
Cash at beginning of year 1,978,073 1,328,490
Cash at end of year $ 1,160,550 $1,978,073
Supplemental disclosure of cash flow information:
Cash paid for interest $ 992,317 $1,006,207
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
DAVIDSON GROWTH PLUS, L.P.
Notes To Consolidated Financial Statements
December 31, 1995
Note A Organization and Significant Accounting Policies
Organization
Davidson Growth Plus, L.P. (the "Partnership ) is a Delaware limited partnership
organized in May 1986 to acquire and operate residential and commercial real
estate properties.
Principles of Consolidation
The consolidated financial statements include all of the accounts of the
Partnership, its 99.99% owned partnerships and Sterling Crest Joint Venture
("Sterling Crest") since its acquisition on September 25, 1987. The Partnership
owns 82.5% of Sterling Crest. All significant interpartnership balances have
been eliminated.
Allocations to Partners
Net income (including that arising from the occurrence of sales or dispositions)
and losses of the Partnership and taxable income (loss) are allocated 97% to the
limited partners and 3% to the general partners. Distributions of available
cash (cash flow) are allocated among the limited partners and the general
partners in accordance with the limited partnership agreement.
Depreciation
Depreciation is provided by the straight-line method over the estimated lives of
the rental properties and related personal property. For Federal income tax
purposes, the accelerated cost recovery method is used (1) for real property
over 18 years for additions after March 15, 1984, and before May 9, 1985, and 19
years for additions after May 8, 1985, and before January 1, 1987, and (2) for
personal property over 5 years for additions prior to January 1, 1987. As a
result of the Tax Reform Act of 1986, for additions after December 31, 1986, the
modified accelerated cost recovery method is used for depreciation of (1) real
property additions over 27 1/2 years, and (2) personal property additions over 7
years.
Investment Properties
Prior to 1995, investment properties were carried at the lower of cost or
estimated fair value, which was determined using the net operating income of the
investment property capitalized at a rate deemed reasonable for the type of
property. During the fourth quarter of 1995 the Partnership adopted FASB
Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of, which requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
Note A - Organization and Significant Accounting Policies (continued)
are present and the undiscounted cash flows estimated to be generated by those
assets are less than the assets' carrying amount. The impairment loss is
measured by comparing the fair value of the asset to its carrying amount. The
effect of adoption was not material.
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 amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Cash
The Partnership considers only unrestricted cash to be cash. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Restricted Escrows
1) Capital Improvement Reserves
During 1993, at the time of the new financing of Brighton Crest Apartments and
The Village Apartments, a portion of the proceeds were designated for "Capital
Improvement Reserves" for certain capital improvements, of which $120,300
related to Brighton Crest Apartments and $33,695 related to The Village
Apartments. At December 31, 1995, the remaining escrow balances were $8,514
relating to Brighton Crest Apartments and $13,214 relating to The Village
Apartments. The majority of the capital improvements were completed in 1995 for
Brighton Crest and any remaining capital improvements required are anticipated
to be completed in early 1996. Any excess funds will be released for property
operations. All of the capital improvements needed and required at The Village
were completed at December 31, 1995. The remaining balance of $13,214 will be
released for property operations.
During 1992, at the time of the refinancing of The Fairway Apartments mortgage
note payable, $238,300 of the proceeds were designated for a Capital
Improvement Reserve for certain capital improvements. All capital improvements
needed and required were completed at December 31, 1995.
2) Reserve Account
In addition to the Capital Improvement Reserves, general Reserve Accounts also
were established with a portion of the proceeds from the 1993 financing, of
which $155,028 related to Brighton Crest Apartments and $53,116 related to The
Village
Note A - Organization and Significant Accounting Policies (continued)
Apartments. These funds were established to cover necessary repairs and
replacements of existing improvements, debt service, out-of-pocket expenses
incurred for ordinary and necessary administrative tasks, and payments of real
property taxes and insurance premiums. The Partnership was required to deposit
net operating income (as defined in the mortgage notes) from the properties to
the respective reserve accounts until the reserve accounts equalled $400 per
apartment unit or $128,000 for Brighton Crest Apartments, and $44,800 for The
Village Apartments. At December 31, 1995, the balances in the reserves for
Brighton Crest Apartments and The Village Apartments were $134,275 and $45,964,
respectively.
In addition to the Capital Improvement Reserve established in 1992, a general
Reserve Account of $256,000 was established with the refinancing proceeds for
The Fairway Apartments. The balance in the reserve at December 31, 1995, was
$256,733. These funds were established to cover necessary repairs and
replacements of existing improvements, debt service, out-of-pocket expenses
incurred for ordinary and necessary administrative tasks, and payment of real
property taxes and insurance premiums. Upon use of the funds in this reserve
the Partnership is required to deposit net operating income (as defined in the
mortgage note) from the refinanced property to the respective reserve account
until the reserve accounts equal $1,000 per apartment unit or $256,000 in total.
Advertising
The Partnership expenses the costs of advertising as incurred. Advertising
expense, included in operating expenses, was $95,628 and $95,335 for the years
ended December 31, 1995 and 1994, respectively.
Present Value Discounts
Periodically, the Partnership incurs debt at below market rates for similar
debt. Present value discounts are recorded on the basis of prevailing market
rates and are amortized using the interest method over the life of the related
debt. The amortization expense is included in interest expense.
Fair Value
In 1995, the Partnership implemented Statement of Financial Accounting Standards
No. 107, "Disclosure about Fair Value of Financial Instruments," which requires
disclosure of fair value information about financial instruments for which it is
practicable to estimate that value. The carrying amount of the Partnership's
cash and cash equivalents approximates fair value due to short-term maturities.
Note A - Organization and Significant Accounting Policies (continued)
The Partnership estimates the fair value of its fixed rate mortgages by
discounted cash flow analysis, based on estimated borrowing rates currently
available to the Partnership. The carrying amounts of variable-rate mortgages
approximate fair value due to frequent re-pricing.
Leases
The Partnership generally leases apartment units for twelve-month terms or less.
Restricted Cash - Tenant Security Deposits
The Partnership requires security deposits from all apartment lessees for the
duration of the lease which are considered to be restricted cash. Deposits are
refunded when the tenant vacates the apartment if there has been no damage to
the unit.
Loan Costs
Loan costs are being amortized over the life of the loans using the straight-
line method. The related amortization expense is included in interest expense.
Reclassifications
Certain reclassifications have been made to the 1994 balances to conform to the
1995 presentation.
Note B - Mortgage Notes Payable
The principal terms of mortgage notes payable are as follows:
<TABLE>
<CAPTION>
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1995 Interest Rate Date Maturity
<S> <C> <C> <C> <C>
The Fairway Apts.
1st mortgage $ 4,075,614 $34,395 7.60% 11/15/02 $3,142,190
2nd mortgage 134,781 854 (1) 7.60% 11/15/02 134,781
Brighton Crest
1st mortgage 6,288,903 46,999 7.83% 10/15/03 5,516,196
2nd mortgage 198,900 1,298 (1) 7.83% 10/15/03 198,900
The Village Apts.
1st mortgage 1,934,924 14,468 7.83% 10/15/03 1,697,334
2nd mortgage 61,200 399 (1) 7.83% 10/15/03 61,200
12,694,322 $98,413
Less unamortized
discounts (372,506)
Totals $12,321,816
<FN>
(1) Interest only payments
(2) The carrying amount of the Partnership's mortgages approximates the fair
value.
</TABLE>
The discount is reflected as a reduction of the mortgage notes payable and
increases the effective rate of the debt to 8.13% for Brighton Crest Apartments
and The Village Apartments and 8.76% for the Fairway Apartments.
The mortgage notes payable are nonrecourse and are secured by pledge of certain
of the Partnership s rental properties including the respective property's
revenues. Certain of the notes require prepayment penalties if repaid prior to
maturity and prohibit resale of the properties subject to existing indebtedness.
Note B Mortgage Notes Payable (continued)
Scheduled principal payments of mortgage notes payable subsequent to December 31
are as follows:
Years Ending December 31,
1996 $ 203,778
1997 220,055
1998 237,634
1999 256,617
2000 277,117
Thereafter 11,499,121
$12,694,322
Note C - Income Taxes
The Partnership has received a ruling from the Internal Revenue Service that it
is classified as a partnership for Federal income tax purposes. Accordingly, no
provision for income taxes is made in the consolidated financial statements of
the Partnership. Taxable income or loss of the Partnership is reported in the
income tax returns of its partners.
Differences between the net income as reported and Federal taxable income result
primarily from (1) amortization of present value discounts, (2) depreciation
over different methods and lives and on differing cost bases of apartment
properties, and (3) change in rental income received in advance. The following
is a reconciliation of reported net income and Federal taxable income:
1995 1994
Net income as reported $ 343,669 $124,139
Add (deduct):
Depreciation differences (151,561) (180,535)
Unearned income (82,932) 110,706
Amortization (6,873) (8,958)
Miscellaneous 1,012 19,736
Federal taxable income $ 103,315 $ 65,088
Federal taxable income per
limited partnership unit $ 3.53 $ 2.23
Note C - Income Taxes (continued)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities:
Net assets as reported $ 4,872,154
Land and buildings 5,648,512
Accumulated depreciation 1,138,796
Syndication and distribution costs 3,765,715
Other (718,982)
Net assets - Federal tax basis $14,706,195
Note D Transactions with Affiliated Parties
Affiliates of Insignia Financial Group, Inc. ("Insignia") own the controlling
ownership interest in the Partnership s Managing General Partner, with certain
affiliates of Insignia providing property management and asset management
services to the Partnership.
The following payments were made to Insignia and its affiliates in 1995 and
1994:
1995 1994
Property management fees $242,834 $229,833
Data processing services 3,331 2,633
Marketing services 3,439 4,709
Reimbursement for services
of affiliates 142,799 134,393
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the Managing General Partner. An affiliate of the
Managing General Partner acquired, in the acquisition of a business, certain
financial obligations from an insurance agency which was later acquired by the
agent who placed the current year's master policy. The current agent assumed
the financial obligations to the affiliate of the Managing General Partner, who
receives payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
The Partnership Agreement provides for the Managing General Partner to receive a
fee for managing the affairs of the Partnership. The fee is 2% of adjusted cash
from operations, as defined in the Partnership Agreement. The fee is payable
only after the Partnership has distributed, to the limited partners, adjusted
cash from operations in any year equal to 10% of their adjusted invested capital
as defined in the Partnership Agreement. Unpaid subordinated partnership
management fees at December 31, 1995 are $49,027. Included in the $49,027
subordinated management fee payable at December 31, 1995, were partnership
management fees of $25,639 for 1994 and $13,405 for 1995.
On December 8, 1995, an affiliate of the Managing General Partner, DGP
Acquisition, L.L.C., ("DGP Acquisition"), distributed an offer to purchase up to
11,349 Limited Partner Units (the "Tender Offer") for a cash price of $240.00
per Unit to Limited Partners of record as of October 1, 1995. The Tender Offer,
which originally expired on January 8, 1996, was extended to January 16, 1996.
Approximately 254 Limited Partners holding 2,048.58 Units (7.22% of total Units)
accepted the Tender Offer and sold their units to DGP Acquisition for an
aggregate sales price of approximately $492,000.
Note E - Investment Properties and Accumulated Depreciation
<TABLE>
<CAPTION>
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
<S> <C> <C> <C> <C>
Investment Properties
Brighton Crest Apts.
Marietta, Georgia $ 6,487,803 $2,619,054 $13,121,987 $ 925,369
(4,070,000)
The Fairway Apts.
Plano, Texas 4,210,395 2,560,000 3,882,831 1,009,985
(936,996)
The Village Apts.
Brandon, Florida 1,996,124 615,000 3,799,095 454,572
(638,000)
Totals $12,694,322 $5,794,054 $20,803,913 $(3,255,070)
</TABLE>
Note E - Investment Properties and Accumulated Depreciation (continued)
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1995
Buildings
And Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Brighton Crest Apts.
Marietta, Georgia $1,911,281 $10,685,129 $12,596,410 $(4,422,241) 1987 09/87 25
The Fairway Apts.
Plano, Texas 2,212,362 4,303,458 6,515,820 (1,800,585) 1979 05/88 25
The Village Apts.
Brandon, Florida 526,127 3,704,540 4,230,667 (1,401,145) 1986 05/88 25
Totals $4,649,770 $18,693,127 $23,342,897 $(7,623,971)
</TABLE>
The depreciable lives included above are for the buildings. The depreciable
lives for related personal property are for 5 to 15 years.
Reconciliation of Investment Properties and Accumulated Depreciation :
Years Ended December 31,
1995 1994
Investment Properties
Balance at beginning of year $23,131,437 $22,935,561
Property improvements 228,893 219,120
Disposal of property (17,433) (23,244)
Balance at End of Year $23,342,897 $23,131,437
Accumulated Depreciation
Balance at beginning of year $ 6,919,787 $ 6,254,249
Additions charged to expense 712,319 674,836
Disposal of property (8,135) (9,298)
Balance at end of year $ 7,623,971 $ 6,919,787
Note E - Investment Properties and Accumulated Depreciation (continued)
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1995 and 1994 is $28,991,808 and $28,762,516. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1995 and 1994
is $6,485,174 and $5,621,294, respectively.
PART III
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Item 9. Directors and Executive Officers of the Registrant
The Registrant does not have any directors or officers. The Managing General
Partner, Davidson Diversified Properties, Inc., is responsible for the
management and control of substantially all of the Registrant's operations and
has general responsibility and ultimate authority in all matters affecting the
Registrant's business. The Individual General Partner, in his capacity as such,
did not devote any material amount of business time or attention to the
Registrant's affairs.
The present officers of the Managing General Partner are listed below
Name Age Position
Carroll D. Vinson 55 President
Robert D. Long, Jr. 28 Controller and Principal
Accounting Officer
William H. Jarrard, Jr. 49 Vice President
John K. Lines 36 Secretary
Kelley M. Buechler 38 Assistant Secretary
Carroll D. Vinson has been President of Metropolitan Asset Enhancement,
L.P., and subsidiaries since August of 1994. Prior to that, during 1993 to
August 1994, Mr. Vinson was affiliated with Crisp, Hughes & Co. (a regional CPA
firm) and engaged in various other investment and consulting activities.
Briefly, in early 1993, Mr. Vinson served as President and Chief Executive
Officer of Angeles Corporation, a real estate investment firm. From 1991 to
1993, Mr. Vinson was employed by Insignia in various capacities including
Managing Director-President during 1991. From 1986 to 1990, Mr. Vinson was
President and a Director of U.S. Shelter Corporation, a real estate services
company, which sold substantially all of its assets to Insignia in December
1990.
Robert D. Long, Jr. is Controller and Principal Accounting Officer. Prior
to joining Metropolitan Asset Enhancement, L.P., and subsidiaries, he was an
auditor for the State of Tennessee and was associated with the accounting firm
of Harshman Lewis and Associates. He is a graduate of The University of
Memphis.
William H. Jarrard, Jr. is Managing Director - Partnership Administration
of Insignia. During the five years prior to joining Insignia in 1991, he served
in a similar capacity for U.S. Shelter.
John K. Lines has been General Counsel and Secretary of Insignia since June
1994. From May 1993 until June 1994, Mr. Lines was the Assistant General
Counsel and Vice President of Oewen Financial Corporation in West Palm Beach,
Florida. From October 1991 until April 1993, Mr. Lines was a Senior Attorney
with Banc One Corporation in Columbus, Ohio. From May 1984 until October 1991,
Mr. Lines was employed as an Associate Attorney with Squire Sanders & Dempsey in
Columbus, Ohio.
Kelley M. Buechler is Assistant Secretary of Insignia. During the five
years prior to joining Insignia in 1991, she served in a similar capacity for
U.S. Shelter. Ms. Buechler is a graduate of the University of North Carolina.
Item 10. Executive Compensation
The Registrant was not required to and did not pay remuneration to officers
and/or directors of the Managing General Partner during 1995 or 1994. See Note
D of the Notes to the Consolidated Financial Statements in Item 7 for a
discussion of compensation and reimbursements paid to the General Partners and
certain affiliates.
Item 11. Security Ownership of Certain Beneficial Owners and Management
Except as provided below, as of February 15, 1996, no security holder was
known by the Registrant to be the beneficial owner of more than 5% of the Units
of the Registrant:
Number of Percent
Name and Address Units Of Total
DGP Acquisition, L.L.C. 2,048.58 7.22%
The Units reflected above were acquired by DGP Acquisition, L.L.C., an
affiliate of the Managing General Partner, pursuant to its offer dated December
8, 1995, to purchase Units for a purchase price of $240.00 per Unit (the "Tender
Offer").
As of February 15, 1996, no director or officer of the Managing General
Partner owns, nor do the directors or officers as a whole own more than 1% of
the Registrant's Units. No such director or officer had any right to acquire
beneficial ownership of additional Units of the Registrant.
Item 12. Certain Relationships and Related Transactions
Davidson Diversified Properties, Inc., the Managing General Partner of the
Registrant, is owned by MAE GP Corporation, which is wholly owned by
Metropolitan Asset Enhancement, L.P., an affiliate of Insignia.
Effective January 1, 1992, services for partnership administration, asset
management, and investor relations were assumed by affiliates of Insignia.
Affiliates of Insignia received management fees of $242,834 and $229,833 in 1995
and 1994, respectively. Administrative fees of $142,799 and $134,393 were
received in 1995 and 1994, respectively.
The Partnership Agreement provides for the Managing General Partner to
receive a fee for managing the affairs of the Registrant. The fee is 2% of
adjusted cash from operations, as defined in the Partnership Agreement. The fee
is payable only after the Registrant has distributed to all limited partners,
adjusted cash from operations in any year equal to 10% of their adjusted
invested capital as defined in the Partnership Agreement. Fees of $49,027 are
unpaid at December 31, 1995 (See Note D to the Consolidated Financial Statements
in Item 7).
Item 13. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Exhibits: see Exhibit Index contained herein.
(b) No Reports on Form 8-K were filed during the fourth quarter of
1995.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
DAVIDSON GROWTH PLUS, L.P.
By: Davidson Diversified Properties, Inc.,
as Managing General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
Date: March 12, 1996
In accordance with the Exchange Act, this report has been signed below by
the following person on behalf of the Registrant and in the capacities and on
the date indicated.
/s/Carroll D. Vinson President March 12, 1996
Carroll D. Vinson
/s/Robert D. Long, Jr. Controller and Principal March 12, 1996
Robert D. Long, Jr. Accounting Officer
EXHIBIT INDEX
Exhibit
3 Agreement of Limited Partnership is incorporated by reference to Exhibit
A to the Prospectus of the Registrant dated April 13, 1986 as filed with
the Commission pursuant to Rule 424(b) under the Act.
3A Amendments to Partnership Agreement dated August 20, 1986 and January 1,
1987 are incorporated by reference to Exhibit 3A to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1987.
4 Certificate of Limited Partnership dated May 20, 1986 is incorporated by
reference to Exhibit 4 to the Registrant's Registration Statement on
Form S-11 dated June 23, 1986.
10A Escrow Agreement dated August 13, 1986 by and among the Registrant,
Freeman Diversified Properties, Inc., Freeman Investments, Inc. and
First American Trust Company, N.A. is incorporated by reference to
Exhibit 10A to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1987.
10B Underwriting Agreement dated August 13, 1986 between the Registrant and
Freeman Investments, Inc. is incorporated by reference to Exhibit 10B to
the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1987.
10C Property Management Agreement dated August 13, 1986 between the
Registrant and Harvey Freeman & Sons, Inc. is incorporated by reference
to Exhibit 10B to the Registrant's Registration Statement on Form S-11
dated June 23, 1986.
10D Agreement Among Agents dated August 13, 1986 by and among Harvey Freeman
& Sons, Inc., Harvey Freeman & Sons, Inc. of Alabama, Harvey Freeman &
Sons, Inc. of Arkansas, Harvey Freeman & Sons, Inc. of Florida, Harvey
Freeman & Sons, Inc. of Georgia, Harvey Freeman & Sons, Inc. of Indiana,
Harvey Freeman & Sons, Inc. of Kentucky, Harvey Freeman & Sons, Inc. of
Mississippi, Harvey Freeman & Sons of Missouri, Inc., Harvey Freeman &
Sons, Inc. of North Carolina, Harvey Freeman and Sons, Inc. of Ohio,
Harvey Freeman & Sons, Inc. of South Carolina and Harvey Freeman & Sons,
Inc. of Texas, is incorporated by reference to Exhibit 10C to the
Registrant's Registration Statement on Form S-11 dated June 23, 1986.
10E Acquisition and Disposition Services Agreement dated August 13, 1986
between the Registrant and Criswell Freeman Company is incorporated by
reference to Exhibit 10D to the Registrant's Registration Statement on
Form S-11 dated June 23, 1986.
10F Contract for Purchase of Real Estate for The Terrace at Windy Hill dated
August 10, 1987 between The Terrace Shopping Center Joint Venture and
Tennessee Trust Company is incorporated by reference to Exhibit 10(a) to
the Registrant's Current Report on Form 8-K dated August 31, 1987.
10G Assignment of Contract for Purchase of Real Estate for The Terrace at
Windy Hill dated August 31, 1987 between Tennessee Trust Company and the
Registrant, is incorporated by reference to Exhibit 10(b) to the
Registrant's Current Report on Form 8-K dated August 31, 1987.
10H Real Estate Note dated October 9, 1986 executed by The Terrace Shopping
Center Joint Venture payable to Confederation Life Insurance Company
relating to The Terrace at Windy Hill, is incorporated by reference to
Exhibit 10(c) to the Registrant's Current Report on Form 8-K dated
August 31, 1987.
10I Deed to Secure Debt and Security Agreement dated October 9, 1986
executed by The Terrace Shopping Center Joint Venture payable to
Confederation Life Insurance Company relating to The Terrace at Windy
Hill, is incorporated by reference to Exhibit 10(d) to the Registrant's
Current Report on Form 8-K dated August 31, 1987.
10J First Modification of Real Estate Note and Deed to Secure Debt and
Security Agreement filed April 15, 1987 executed by The Terrace Shopping
Center Joint Venture payable to Confederation Life Insurance Company
relating to The Terrace at Windy Hill, is incorporated by reference to
Exhibit 10(e) to the Registrant's Current Report on Form 8-K dated
August 31, 1987.
10K Contract for Purchase of Real Estate for Phase II of Sterling Crest
Apartments dated March 10, 1987 between Sterling Crest Development
Partners, Ltd. and Tennessee Trust Company, is incorporated by reference
to Exhibit 10(a) to the Registrant's Report on Form 8 dated December 29,
1987.
10L Tri-Party Agreement dated May 22, 1987 among North Carolina Federal
Savings & Loan Association, Sterling Crest Development Partners, Ltd.
and Tennessee Trust Company relating to Sterling Crest Apartments, is
incorporated by reference to Exhibit 10(b) to the Registrant's Report on
Form 8 dated December 29, 1987.
10M Sterling Crest Joint Venture Agreement dated June 29, 1987 between
Freeman Income Real Estate, L.P. and Freeman Georgia Ventures, Inc. is
incorporated by reference to Exhibit 10(c) to the Registrant's Report on
Form 8 dated December 29, 1987.
10N Assignment of Contract for Purchase of Real Estate and Tri-Party
Agreement dated November 4, 1987 between Tennessee Trust Company and
Sterling Crest Joint Venture relating to Sterling Crest Apartments, is
incorporated by reference to Exhibit 10(d) to the Registrant's Report on
Form 8 dated December 29, 1987.
10O Amended and Restated Sterling Crest Joint Venture Agreement dated June
29, 1987 among Freeman Income Real Estate, L.P., Freeman Georgia
Ventures, Inc. and the Registrant, is incorporated by reference to
Exhibit 10(e) to the Registrant's Report on Form 8 dated December 29,
1987.
10P Assignment and Indemnity Agreement dated September 25, 1987 among
Freeman Georgia Ventures, Inc., the Registrant and Freeman Income Real
Estate, L.P. relating to Sterling Crest Apartments, is incorporated by
reference to Exhibit 10(a) to the Registrant's Current Report on Form 8-
K dated September 25, 1987.
10Q Warranty Deed dated June 30, 1987 between Sterling Crest Development
Partners, Ltd., and Sterling Crest Joint Venture is incorporated by
reference to Exhibit 10(b) to the Registrant's Current Report on Form 8-
K dated September 25, 1987.
10R Sub-Management Agreement dated June 30, 1987 between Harvey Freeman &
Sons, Inc. and Sterling Property Management Company is incorporated by
reference to Exhibit 10(c) to the Registrant's Current Report on Form 8-
K dated September 25, 1987.
10S Property Management Agreement dated June 30, 1987 between Sterling Crest
Joint Venture and Harvey Freeman & Sons, Inc. is incorporated by
reference to Exhibit 10(d) to the Registrant's Current Report on Form 8-
K dated September 25, 1987.
10T Memorandum of Understanding among SEC Realty Corp., Tennessee
Properties, L.P., Freeman Mortgage Corporation, J. Richard Freeman, W.
Criswell Freeman and Jacques-Miller Properties, Inc. is incorporated by
reference to Exhibit 10(T) to the Registrant's Annual Report on Form 10-
K for the fiscal year ended December 31, 1988.
10U Partnership Administration and Consultation Agreement among Freeman
Properties, Inc., Freeman Diversified Properties, Inc., Residual
Equities Limited and Jacques-Miller Properties, Inc. is incorporated by
reference to Exhibit 10(U) to the Registrant's Annual Report on Form 10-
K for the fiscal year ended December 31, 1988.
10V Termination Agreement dated December 31, 1991 among Jacques-Miller,
Inc., Jacques-Miller Property Management, Davidson Diversified
Properties, Inc., and Supar, Inc.
10W Assignment of Limited Partnership Interest of Freeman Equities, Limited,
dated December 31, 1991 between Davidson Diversified Properties, Inc.
and Insignia Jacques-Miller, L.P.
10X Assignment of General Partner Interests of Freeman Equities, Limited,
dated December 31, 1991 between Davidson Diversified Properties, Inc.
and MAE GP Corporation.
10Y Stock certificate, dated December 31, 1991 showing ownership of 1,000
shares of Davidson Diversified Properties, Inc. by MAE GP Corporation.
10Z Contracts related to refinancing of debt:
(a) First Deeds of Trust and Security Agreements dated October 28, 1992
between The New Fairways, L.P. and Joseph Philip Forte (Trustee) and
First Commonwealth Realty Credit Corporation, a Virginia Corporation,
securing Fairway Apartments are incorporated by reference to Exhibit
10Z (a) of the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1992.
(b) Second Deeds of Trust and Security Agreements dated October 28, 1992
between The New Fairways, L.P. and Joseph Philip Forte (Trustee) and
First Commonwealth Realty Credit Corporation, a Virginia Corporation,
securing Fairway Apartments are incorporated by reference to Exhibit
10Z (b) of the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1992.
(c) First Assignments of Leases and Rents dated October 28, 1992 between
The New Fairways, L.P. and First Commonwealth Realty Credit
Corporation, a Virginia Corporation, securing Fairway Apartments are
incorporated by reference to Exhibit 10Z (c) of the Registrant's
Annual Report on Form 10-KSB for the fiscal year ended December 31,
1992.
(d) Second Assignments of Leases and Rents dated October 28, 1992 between
The New Fairways, L.P. and First Commonwealth Realty Credit
Corporation, a Virginia Corporation, securing Fairway Apartments are
incorporated by reference to Exhibit 10Z (d) of the Registrant's
Annual Report on Form 10-KSB for the fiscal year ended December 31,
1992.
(e) First Deeds of Trust Notes dated October 28, 1992 between The New
Fairways, L.P. and First Commonwealth Realty Credit Corporation,
relating to Fairway Apartments are incorporated by reference to
Exhibit 10Z (e) of the Registrant's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1992.
(f) Second Deeds of Trust Notes dated October 28, 1992 between The New
Fairways, L.P. relating to Fairway Apartments are incorporated by
reference to Exhibit 10Z (f) of the Registrant's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1992.
10AA Contracts related to refinancing of debt:
(a) First Deeds of Trust and Security Agreements dated September 30, 1993
between Davidson Growth Plus, L.P. and Lexington Mortgage Company, a
Virginia Corporation, securing The Village Apartments are incorporated
by reference to Exhibit 10AA (a) of the Registrant's Quarterly Report
on Form 10-QSB for the quarter ended September 30, 1993.
(b) Second Deeds of Trust and Security Agreements dated September 30, 1993
between Davidson Growth Plus, L.P. and Lexington Mortgage Company, a
Virginia Corporation, securing The Village Apartments are incorporated
by reference to Exhibit 10AA (b) of the Registrant's Quarterly Report
on Form 10-QSB for the quarter ended September 30, 1993.
(c) First Assignments of Leases and Rents dated September 30, 1993 between
Davidson Growth Plus, L.P. and Lexington Mortgage Company, a Virginia
Corporation, securing The Village Apartments are incorporated by
reference to Exhibit 10AA (c) of the Registrant's Quarterly Report on
Form 10-QSB for the quarter ended September 30, 1993.
(d) Second Assignments of Leases and Rents dated September 30, 1993
between Davidson Growth Plus, L.P. and Lexington Mortgage Company, a
Virginia Corporation, securing The Village Apartments are incorporated
by reference to Exhibit 10AA (d) of the Registrant's Quarterly Report
on Form 10-QSB for the quarter ended September 30, 1993.
(e) First Deeds of Trust Notes dated September 30, 1993 between Davidson
Growth Plus, L.P. and Lexington Mortgage Company, relating to The
Village Apartments are incorporated by reference to Exhibit 10AA (e)
of the Registrant's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1993.
(f) Second Deeds of Trust Notes dated September 30, 1993 between Davidson
Growth Plus, L.P. and Lexington Mortgage Company, relating to The
Village Apartments are incorporated by reference to Exhibit 10AA (f)
of the Registrant's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1993.
10BB Contracts related to refinancing of debt:
(a) First Deeds of Trust and Security Agreements dated September 30, 1993
between Brighton Crest, L.P. and Lexington Mortgage Company, a
Virginia Corporation, securing Brighton Crest Apartments are
incorporated by reference to Exhibit 10BB (a) of the Registrant's
Quarterly Report on Form 10-QSB for the quarter ended September 30,
1993.
(b) Second Deeds of Trust and Security Agreements dated September 30, 1993
between Brighton Crest, L.P. and Lexington Mortgage Company, a
Virginia Corporation, securing Brighton Crest Apartments are
incorporated by reference to Exhibit 10BB (b) of the Registrant's
Quarterly Report on Form 10-QSB for the quarter ended September 30,
1993.
(c) First Assignments of Leases and Rents dated September 30, 1993 between
Brighton Crest, L.P. and Lexington Mortgage Company, a Virginia
Corporation, securing Brighton Crest Apartments are incorporated by
reference to Exhibit 10BB (c) of the Registrant's Quarterly Report on
Form 10-QSB for the quarter ended September 30, 1993.
(d) Second Assignments of Leases and Rents dated September 30, 1993
between Brighton Crest, L.P. and Lexington Mortgage Company, a
Virginia Corporation, securing Brighton Crest Apartments are
incorporated by reference to Exhibit 10BB (d) of the Registrant's
Quarterly Report on Form 10-QSB for the quarter ended September 30,
1993.
(e) First Deeds of Trust Notes dated September 30, 1993 between Brighton
Crest, L.P. and Lexington Mortgage Company, relating to Brighton Crest
Apartments are incorporated by reference to Exhibit 10BB (e) of the
Registrant's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1993.
(f) Second Deeds of Trust Notes dated September 30, 1993 between Brighton
Crest, L.P. and Lexington Mortgage Company, relating to Brighton Crest
Apartments are incorporated by reference to Exhibit 10BB (f) of the
Registrant's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1993.
10CC Deed Under Power of Sale related to the sale of The Terrace at Windy
Hill by Confederation Life Insurance Company is incorporated by
reference to the exhibit filed with Form 8-K dated July 6, 1993.
16 Letter from the Registrant's former independent accountant regarding
its concurrence with the statements made by the Registrant is
incorporated by reference to the exhibit filed with Form 8-K dated
September 30, 1992.
22 Subsidiaries.
27 Financial Data Schedule.
99 Agreement of Limited Partnership for The New Fairways, L.P. between
Davidson Growth Plus GP Limited Partnership and Davidson Growth Plus,
L.P.
99A Agreement of Limited Partnership for Brighton Crest GP, L.P. between
Brighton Crest Limited Partnership and Sterling Crest Joint Venture
entered into on September 15, 1993 is incorporated by reference to
Exhibit 28A of the Registrant's Quarterly Report on Form 10-QSB for
the quarter ended September 30, 1993.
99B Agreement of Limited Partnership for Brighton Crest, L.P. between
Davidson Diversified Properties, Inc. and Sterling Crest Joint
Venture entered into on September 15, 1993 is incorporated by
reference to Exhibit 28B of the Registrant's Quarterly Report on Form
10-QSB for the quarter ended September 30, 1993.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Davidson
Growth Plus L.P. 1995 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000795757
<NAME> DAVIDSON GROWTH PLUS L.P.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 1,160,550
<SECURITIES> 0
<RECEIVABLES> 9,473
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,449,909
<PP&E> 23,342,897
<DEPRECIATION> 7,623,971
<TOTAL-ASSETS> 18,168,835
<CURRENT-LIABILITIES> 593,231
<BONDS> 12,321,816
0
0
<COMMON> 0
<OTHER-SE> 4,872,154
<TOTAL-LIABILITY-AND-EQUITY> 18,168,835
<SALES> 0
<TOTAL-REVENUES> 4,968,138
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,558,308
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,089,689
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 343,669
<EPS-PRIMARY> 11.75
<EPS-DILUTED> 0
</TABLE>
