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 [No Fee Required]
For the fiscal year ended December 31, 1996
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. $5,256,000
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, 1996. Market value information for the
Registrant's partnership interests is not available. Should a trading market
develop for these interests, it is the Managing General Partner's belief that
such trading would not exceed $25,000,000.
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 were Davidson
Diversified Properties, Inc., a Tennessee corporation ("Managing General
Partner") and James T. Gunn ("Individual General Partner") (collectively, the
"General Partners").
On August 29, 1996, the Limited Partnership Agreement was amended to remove
Davidson Diversified Properties, Inc. ("DDPI") as Managing General Partner and
admit Davidson Growth Plus GP Corporation ("DGPGP"), an affiliate, as Managing
General Partner in the place and stead of DDPI effective as of that date.
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 approximately $28,376,000 and net proceeds
of approximately $25,254,000.
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, 1996, 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 Growth Plus GP Corporation, 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 1996 and 1995.
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 Fairway Apts. 05/18/88 Fee ownership subject to Apartment
Plano, Texas first and second mortgages 256 units
The Village Apts. 05/31/88 Fee ownership subject to Apartment
Brandon, Florida first and second mortgages 112 units
SCHEDULE OF PROPERTIES:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
Brighton Crest Apts. $12,741 $(4,838) 5-25 yrs S/L $12,449
The Fairway Apts. 6,578 (1,990) 5-25 yrs S/L 5,817
The Village Apts. 4,250 (1,549) 5-25 yrs S/L 3,599
$23,569 $(8,377) $21,865
</TABLE>
See Note A of the consolidated financial statements included in "Item 7" for the
partnership's depreciation policy.
SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1996 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Brighton Crest Apts.
1st mortgage $ 6,215 7.83% 28.67 yrs 10/15/03 $5,516
2nd mortgage 199 7.83% (1) 10/15/03 199
The Fairway Apts.
1st mortgage 3,969 7.60% 21.42 yrs 11/15/02 3,142
2nd mortgage 135 7.60% (1) 11/15/02 135
The Village Apts.
1st mortgage 1,912 7.83% 28.67 yrs 10/15/03 1,697
2nd mortgage 61 7.83% (1) 10/15/03 61
Total 12,491
Less unamortized
discounts (329)
Total $12,162
<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 1996 and 1995 for each property:
Average Annual Average
Rental Rates Occupancy
Property 1996 1995 1996 1995
Brighton Crest Apts. $8,119/unit $7,827/unit 96% 95%
The Fairway Apts. 7,143/unit 6,655/unit 97% 97%
The Village Apts. 8,104/unit 7,842/unit 98% 98%
Real estate taxes and rates in 1996 for each property were:
(dollar amounts in thousands)
1996 1996
Taxes Rate
Brighton Crest Apts. $191 3.26%
The Fairway Apts. 163 2.36%
The Village Apts. 82 2.60%
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.
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, 1996, 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 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 1997, there were
2,812 holders of record owning an aggregate of 28,371.75 Units.
Distributions per Unit for the years ended December 31, 1996, and December 31,
1995, were $26 and $47, 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
The Partnership realized net income of approximately $329,000 for the year ended
December 31, 1996, compared to net income of approximately $344,000 for the year
ended December 31, 1995. The decrease in net income for the year ended December
31, 1996, is primarily attributable to increased maintenance expenses. The
increase in maintenance expenses was due to phase one, totaling approximately
$101,000, of a three phase exterior renovation project at The Fairway
Apartments. Expenses associated with this project include exterior painting and
siding replacement and the addition of ground floor patio fencing. Also
contributing to the increase in maintenance expenses were tree trimming, tree
removal, and sprinkler repairs at The Fairway Apartments, and sidewalk and
parking lot repairs at The Village Apartments. Mitigating the increase in
maintenance expense was an increase in rental and other income. Rental income
increased as a result of increases in rental rates at all of the properties.
Other income increased due to increased corporate unit rentals at Brighton Crest
Apartments in connection with the 1996 Summer Olympics.
Included in maintenance expense is approximately $273,000 of major repairs and
maintenance comprised primarily of major landscaping expenses, exterior building
repairs and parking lot repairs.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expense. As part of this plan, the Managing General Partner attempts to protect
the Partnership from the burden of inflation-related increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due
to changing market conditions, which can result in the use of rental concessions
and rental reductions to offset softening market conditions, there is no
guarantee that the Managing General Partner will be able to sustain such a plan.
The Partnership held unrestricted cash of approximately $1,108,000 at December
31, 1996, compared to unrestricted cash of approximately $1,160,000 at December
31, 1995. Net cash provided by operating activities increased primarily due to
a decrease in tax escrow funding. Net cash used in investing activities
increased primarily due to a decrease in receipts from restricted escrows. Net
cash used in financing activities decreased due to decreased 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 properties to adequately maintain the physical
assets and other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of $12,162,000, net of discount, is amortized over periods
ranging from 21 to approximately 29 years with balloon payments due in 2002 and
2003 at which time the individual properties will either be refinanced or sold.
Future cash distributions will depend on the levels of net cash generated from
operations, property sales and the availability of cash reserves. Cash
distributions of $760,000 and $1,389,000 were made to the partners during the
year ended December 31, 1996 and 1995, respectively. Cash distributions of
$112,000 and $175,000 were paid to the minority interest holder during the year
ended December 31, 1996 and 1995, respectively.
ITEM 7. FINANCIAL STATEMENTS
DAVIDSON GROWTH PLUS, L.P.
LIST OF CONSOLIDATED FINANCIAL STATEMENTS
Independent Auditors' Report
Consolidated Balance Sheet - December 31, 1996
Consolidated Statements of Operations - Years ended December 31, 1996
and 1995
Consolidated Statements of Changes in Partners' Capital (Deficit) - Years
ended December 31, 1996 and 1995
Consolidated Statements of Cash Flows - Years ended December 31, 1996 and
1995
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, 1996, 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, 1996.
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, 1996, and the consolidated
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1996, in conformity with generally accepted accounting
principles.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
January 23, 1997
DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1996
<TABLE>
<CAPTION>
<S> <C> <C>
Assets
Cash and cash equivalents:
Unrestricted $ 1,108
Restricted-tenant security deposits 108
Accounts receivable 2
Escrows for taxes and insurance 244
Restricted escrows 449
Other assets 372
Investment properties (Notes B and E):
Land $ 4,650
Buildings and related personal property 18,919
23,569
Less accumulated depreciation (8,377) 15,192
$17,475
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 33
Tenant security deposits 108
Accrued taxes 163
Other liabilities 202
Subordinated management fee (Note D) 67
Mortgage notes payable (Note B) 12,162
Minority Interest 299
Partners' Capital (Deficit)
General partners $ (686)
Limited partners (28,371.75 units
issued and outstanding) 5,127 4,441
$17,475
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Year Ended December 31,
1996 1995
Revenues:
Rental income $ 4,969 $ 4,702
Other income 287 266
Total revenues 5,256 4,968
Expenses:
Operating 1,606 1,516
General and administrative 208 214
Maintenance 750 594
Depreciation 757 712
Interest 1,076 1,090
Property taxes 434 428
Subordinated partnership management fee 18 13
Total expenses 4,849 4,567
Minority interest in net income of joint
venture (78) (57)
Net income (Note C) $ 329 $ 344
Net income allocated to general partners (3%) $ 10 $ 10
Net income allocated to limited partners (97%) 319 334
$ 329 $ 344
Net income per limited partnership unit $ 11.25 $ 11.75
See Accompanying Notes to Consolidated Financial Statements
DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 28,371.75 $ 1 $ 28,376 $28,377
Partners' capital (deficit) at
December 31, 1994 28,371.75 $ (641) $ 6,558 $ 5,917
Distributions to partners -- (42) (1,347) (1,389)
Net income for the year ended
December 31, 1995 -- 10 334 344
Partners' capital (deficit) at
December 31, 1995 28,371.75 (673) 5,545 4,872
Distributions to partners -- (23) (737) (760)
Net income for the year ended
December 31, 1996 -- 10 319 329
Partners' capital (deficit) at
December 31, 1996 28,371.75 $ (686) $ 5,127 $ 4,441
See Accompanying Notes to Consolidated Financial Statements
DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except unit data)
<TABLE>
<CAPTION>
Years Ended December 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income $ 329 $ 344
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 757 712
Amortization of discounts and loan costs 100 97
Minority interest in net income of joint
venture 78 57
Loss on disposal of property 7 9
Change in accounts:
Restricted cash -- 3
Accounts receivable 7 (1)
Escrows for taxes and insurance 42 (34)
Accounts payable -- (27)
Tenant security deposit liabilities 3 (2)
Accrued taxes 1 (15)
Other liabilities (90) (72)
Subordinated management fee 18 13
Net cash provided by operating activities 1,252 1,084
Cash flows from investing activities:
Property improvements and replacements (237) (229)
Deposits to restricted escrows (13) (20)
Receipts from restricted escrows 22 99
Net cash used in investing activities (228) (150)
Cash flows from financing activities:
Payments on mortgage notes payable (204) (188)
Distributions to partners (760) (1,389)
Distributions to minority interest (112) (175)
Net cash used in financing activities (1,076) (1,752)
Net decrease in cash and cash equivalents (52) (818)
Cash and cash equivalents at beginning of year 1,160 1,978
Cash and cash equivalents at end of year $ 1,108 $ 1,160
Supplemental disclosure of cash flow information:
Cash paid for interest $ 976 $ 992
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
DAVIDSON GROWTH PLUS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996
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. As of December 31, 1996, the Partnership operates three
residential properties located in Marietta, Georgia, Plano, Texas and Brandon,
Florida.
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
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 AND CASH EQUIVALENTS
The Partnership considers all highly liquid investments with a maturity when
purchased of three months or less to be cash equivalents. 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 approximately
$120,000 related to Brighton Crest Apartments and $34,000 related to The Village
Apartments. All of the capital improvements needed and required at Brighton
Crest Apartments and The Village were completed at December 31, 1996. The
remaining balances of approximately $9,000 from Brighton Crest Apartments and
approximately $13,000 from The Village were released for property operations.
During 1992, at the time of the refinancing of The Fairway Apartments mortgage
note payable, approximately $238,000 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 approximately $155,000 related to Brighton Crest Apartments and
approximately $53,000 related to The Village 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 equaled $400 per apartment unit or
$128,000 for Brighton Crest Apartments, and $44,800 for The Village Apartments.
At December 31, 1996, the balances in the reserves for Brighton Crest
Apartments and The Village Apartments were approximately $140,000 and $48,000,
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, 1996, was
approximately $261,000. 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 $74,000 and $62,000 for the years
ended December 31, 1996 and 1995, 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.
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 1995 balances to conform to the
1996 presentation.
NOTE B - MORTGAGE NOTES PAYABLE
(dollar amounts in thousands)
The principal terms of mortgage notes payable are as follows:
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1996 Interest Rate Date Maturity
The Fairway Apts.
1st mortgage $ 3,969 $ 34 7.60% 11/15/02 $3,142
2nd mortgage 135 1(1) 7.60% 11/15/02 135
Brighton Crest Apts.
1st mortgage 6,215 47 7.83% 10/15/03 5,516
2nd mortgage 199 1(1) 7.83% 10/15/03 199
The Village Apts.
1st mortgage 1,912 14 7.83% 10/15/03 1,697
2nd mortgage 61 --(1)(2) 7.83% 10/15/03 61
12,491
Less unamortized
discounts (329)
Totals $12,162
(1) Interest only payments
(2) Monthly payment including interest is less than $1,000.
The carrying value of the Partnership's mortgages approximates the fair value.
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.
Scheduled principal payments of mortgage notes payable subsequent to December 31
are as follows:
Years Ending December 31,
1997 $ 220
1998 238
1999 257
2000 277
2001 299
Thereafter 11,200
$12,491
NOTE C - INCOME TAXES
(dollar amounts in thousands, except unit data)
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:
1996 1995
Net income as reported $ 329 $ 344
Add (deduct):
Depreciation differences (121) (152)
Unearned income (37) (83)
Miscellaneous 67 (6)
Federal taxable income $ 238 $ 103
Federal taxable income per
limited partnership unit $8.12 $3.53
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities:
Net assets as reported $ 4,441
Land and buildings 5,660
Accumulated depreciation 1,013
Syndication and distribution costs 3,766
Other (696)
Net assets - Federal tax basis $14,184
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 1996 and
1995:
1996 1995
(in thousands)
Property management fees $ 259 $ 243
Reimbursement for services
of affiliates 143 150
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, and is payable only
after the Partnership has distributed, to the limited partners, adjusted cash
from operations in any year equal to 10% of the limited partners adjusted
invested capital as defined in the partnership agreement. Unpaid subordinated
partnership management fees at December 31, 1996, are approximately $67,000.
Included in the $67,000 subordinated management fee payable at December 31,
1996, were partnership management fees of approximately $13,000 for 1995 and
$18,000 for 1996.
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 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 2,049 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 1997, there were
2,812 holders of record owning approximately 28,372 Units.
On August 29, 1996, the Limited Partnership Agreement was amended to remove
Davidson Diversified Properties, Inc. ("DDPI") as Managing General Partner and
admit Davidson Growth Plus GP Corporation ("DGPGP"), an affiliate, as Managing
General Partner in the place and stead of DDPI effective as of that date.
NOTE E - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
(dollar amounts in thousands)
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Investment Properties
Brighton Crest Apts.
Marietta, Georgia $ 6,414 $2,619 $13,122 $ 1,070
(4,070)
The Fairway Apts.
Plano, Texas 4,104 2,560 3,883 1,083
(948)
The Village Apts.
Brandon, Florida 1,973 615 3,799 474
(638)
Totals $12,491 $5,794 $20,804 $(3,029)
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1996
Buildings
and Accum- Date Deprec-
Related ulated of Date iable
Personal Depreci- Construct- Acq- Life-
Description Land Property Total ation ion uired Years
<S> <C> <C> <C> <C> <C> <C> <C>
Brighton Crest Apts.
Marietta, Georgia $1,911 $10,830 $12,741 $(4,838) 1987 09/87 25
The Fairway Apts.
Plano, Texas 2,213 4,365 6,578 (1,990) 1979 05/88 25
The Village Apts.
Brandon, Florida 526 3,724 4,250 (1,549) 1986 05/88 25
Totals $4,650 $18,919 $23,569 $(8,377)
</TABLE>
The depreciable lives included above are for the buildings. The depreciable
lives for related personal property are 5 to 15 years.
Reconciliation of "Investment Properties and Accumulated Depreciation:"
Years Ended December 31,
1996 1995
Investment Properties
Balance at beginning of year $23,343 $23,131
Property improvements 237 229
Disposal of property (11) (17)
Balance at End of Year $23,569 $23,343
Accumulated Depreciation
Balance at beginning of year $ 7,624 $ 6,920
Additions charged to expense 757 712
Disposal of property (4) (8)
Balance at end of year $ 8,377 $ 7,624
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995, is approximately $29,229,000 and $28,992,000.
The accumulated depreciation for Federal income tax purposes at December 31,
1996 and 1995, is approximately $7,364,000 and $6,485,000, respectively.
ITEM 8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Registrant does not have any directors or officers. The Managing General
Partner, Davidson Growth Plus GP Corporation, 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
William H. Jarrard, Jr. 50 President
Ronald Uretta 40 Vice President
and Treasurer
John K. Lines 37 Vice President
and Secretary
Martha Long 37 Controller
Kelley M. Buechler 39 Assistant Secretary
William H. Jarrard, Jr. has been Managing Director - Partnership Administration
of Insignia since January 1991. Mr. Jarrard served as Managing Director -
Partnership Administration and Asset Management from July 1994 until January
1996.
Ronald Uretta has been Insignia's Treasurer since January 1992. Since August
1996, he has also served as Chief Operating Officer. He also served as
Secretary from January 1992 to June 1994 and as Chief Financial Officer from
January 1992 to August 1996. Since September 1990, Mr. Uretta has also served
as the Chief Financial Officer and controller of MAG.
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 Ocwen 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.
Martha L. Long is Senior Vice President - Finance and Controller of Insignia. In
June 1994, Ms. Long joined the Company as its Controller, and was promoted to
Senior Vice President - Finance in January 1997. Prior to that time, she was
Senior Vice President and Controller of The First Savings Bank, FSB in
Greenville, SC.
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.
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 1996 or 1995. 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
As of February 17, 1997, no security holder was known by the Registrant to be
the beneficial owner of more than 5% of the Units of the Registrant.
As of February 17, 1997, 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 Growth Plus G.P. Corporation, the Managing General Partner of the
Registrant, is owned by 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 property management fees of approximately
$259,000 and $243,000 in 1996 and 1995, respectively. Expense reimbursements of
approximately $143,000 and $150,000 were received in 1996 and 1995,
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 approximately $67,000 are unpaid
at December 31, 1996 (See "Note D" to the Consolidated Financial Statements in
"Item 7").
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
No Reports on Form 8-K were filed during the fourth quarter of 1996.
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 Growth Plus G.P. Corporation
as Managing General Partner
By: /s/ William H. Jarrard, Jr.
William H. Jarrard, Jr.
President
Date: March 18, 1997
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/ William H. Jarrard, Jr. President
William H. Jarrard, Jr.
/s/ Ronald Uretta Vice President and
Ronald Uretta Treasurer
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 Regis-
trant'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. 1996 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> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,108
<SECURITIES> 0
<RECEIVABLES> 2
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,283
<PP&E> 23,569
<DEPRECIATION> 8,377
<TOTAL-ASSETS> 17,475
<CURRENT-LIABILITIES> 506
<BONDS> 12,162
0
0
<COMMON> 0
<OTHER-SE> 4,441
<TOTAL-LIABILITY-AND-EQUITY> 17,475
<SALES> 0
<TOTAL-REVENUES> 5,256
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,849
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,076
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 329
<EPS-PRIMARY> 11.25<F1>
<EPS-DILUTED> 0
<FN>
<F1>Multiplier is 1.
</FN>
</TABLE>
