FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period.........to.........
Commission file number 0-15675
DAVIDSON GROWTH PLUS, L.P.
(Exact name of small business issuer as specified in its charter)
Delaware 52-1462866
(State or other jurisdiction of (IRS 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
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
(Unaudited)
June 30, 1997
Assets
Cash and cash equivalents:
Unrestricted $ 1,139
Restricted-tenant security deposits 108
Accounts receivable 12
Escrows for taxes and insurance 303
Restricted escrows 459
Other assets 387
Investment properties:
Land $ 4,650
Buildings and related personal property 18,984
23,634
Less accumulated depreciation (8,764) 14,870
$17,278
Liabilities and Partners' Capital
Liabilities
Accounts payable $ 68
Tenant security deposits 108
Accrued taxes 227
Other liabilities 194
Subordinated management fee 78
Mortgage notes payable 12,076
Minority Interest 293
Partners' Capital (Deficit)
General partners $ (691)
Limited partners (28,371.75 units
issued and outstanding) 4,925 4,234
$17,278
See Accompanying Notes to Consolidated Financial Statements
b) DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
(Unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1997 1996 1997 1996
Revenues:
Rental income $ 1,211 $ 1,236 $ 2,454 $ 2,452
Other income 55 63 112 125
Total revenues 1,266 1,299 2,566 2,577
Expenses:
Operating 394 416 759 795
General and administrative 50 59 96 115
Maintenance 254 143 373 323
Depreciation 194 188 386 373
Interest 266 269 533 540
Property taxes 113 108 228 218
Subordinated partnership
management fee 3 4 11 10
Total expenses 1,274 1,187 2,386 2,374
Loss on disposal of
investment property -- (8) -- (8)
Minority interest in net
loss of joint venture (7) (20) (28) (34)
Net (loss) income $ (15) $ 84 $ 152 $ 161
Net income allocated to
general partners (3%) $ -- $ 3 $ 5 $ 5
Net (loss) income allocated
to limited partners (97%) (15) 81 147 156
Net (loss) income $ (15) $ 84 $ 152 $ 161
Net (loss) income per limited
partnership unit: $ (.53) $ 2.85 $ 5.18 $ 5.50
See Accompanying Notes to Consolidated Financial Statements
c) DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
(Unaudited)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 28,371.75 $ 1 $ 28,376 $ 28,377
Partners' (deficit) capital at
December 31, 1996 28,371.75 $ (686) $ 5,127 $ 4,441
Distributions to partners -- (10) (349) (359)
Net income for the six months
ended June 30, 1997 -- 5 147 152
Partners' (deficit) capital at
June 30, 1997 28,371.75 $ (691) $ 4,925 $ 4,234
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d) DAVIDSON GROWTH PLUS, L.P.
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net income $ 152 $ 161
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 386 373
Amortization of discounts and loan costs 51 50
Minority interest in net loss of joint venture 28 34
Loss on disposal of property -- 8
Change in accounts:
Restricted cash -- (4)
Accounts receivable (9) 5
Escrows for taxes and insurance (59) (44)
Other assets (43) --
Accounts payable 35 8
Tenant security deposit liabilities -- 4
Accrued taxes 64 56
Other liabilities (8) (23)
Accrued subordinated partnership management fee 10 10
Net cash provided by operating activities 607 638
Cash flows from investing activities:
Property improvements and replacements (64) (134)
Deposits to restricted escrows (10) (10)
Receipts from restricted escrows -- 22
Net cash used in investing activities (74) (122)
Cash flows from financing activities:
Payments on mortgage notes payable (108) (100)
Distributions to partners (359) (360)
Distributions to minority interest (35) (7)
Net cash used in financing activities (502) (467)
Net increase in unrestricted cash and cash equivalents 31 49
Unrestricted cash and cash equivalents at beginning 1,108 1,161
of period
Unrestricted cash and cash equivalents at end of period $ 1,139 $ 1,210
Supplemental disclosure of cash flow information:
Cash paid for interest $ 483 $ 491
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
e) DAVIDSON GROWTH PLUS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Davidson Growth
Plus, L.P. (the "Partnership" or the "Registrant") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of Davidson Growth Plus GP Corporation
(the "Managing General Partner"), all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three and six month periods ended June 30,
1997, are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 1997. For further information, refer to the
financial statements and footnotes thereto included in the Partnership's annual
report on Form 10-KSB for the fiscal year ended December 31, 1996.
Certain reclassifications have been made to the 1996 information to conform to
the 1997 presentation.
NOTE B - 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 for the six
months ended June 30, 1997 and 1996:
1997 1996
(in thousands)
Property management fees $ 127 $ 127
Reimbursement for services
of affiliates 66 66
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 the limited partners adjusted
invested capital as defined in the Partnership Agreement. Unpaid subordinated
partnership management fees at June 30, 1997, were approximately $78,000, of
which approximately $11,000 related to the six months ending June 30, 1997.
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 approximately 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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of three apartment complexes.
The following table sets forth the average occupancy of the properties for the
six months ended June 30, 1997 and 1996:
Average
Occupancy
1997 1996
The Fairway Apartments
Plano, Texas 93% 97%
The Village Apartments
Brandon, Florida 99% 98%
Brighton Crest Apartments
Marietta, Georgia 90% 96%
The decrease in occupancy at The Fairway Apartments is attributable to an
increase in rent that was necessary in order to meet market standards and due to
increased concessions offered by competitors. The decrease in occupancy at
Brighton Crest Apartments is attributable to tenants vacating the property in
order to purchase homes. This property is located in a favorable housing
market.
The Partnership realized net income of approximately $152,000 for the six months
ended June 30, 1997, compared to net income of approximately $161,000 for the
six months ended June 30, 1996. The Partnership realized a net loss of
approximately $15,000 for the three months ended June 30, 1997, compared to net
income of approximately $84,000 for the three months ended June 30, 1996.
The decrease in net income for both the three and six month periods ended June
30, 1997, is primarily attributable to an increase in maintenance expense,
resulting from a wood replacement and painting project at The Fairway
Apartments. This was offset somewhat by decreases in maintenance expense at The
Village Apartments and Brighton Crest Apartments. The decrease in maintenance
expense at The Village Apartments was due to decreases in parking lot repairs
and major landscaping related to tree trimming and removal. The decrease in
maintenance expense at Brighton Crest Apartments was due to a decrease in
landscaping expense.
Included in maintenance expense for the six months ended June 30, 1997, is
approximately $141,000 of major repairs and maintenance comprised primarily of
expenses relating to the exterior project, including wood replacement and gutter
repairs. Included in maintenance expense for the six months June 30, 1996, is
approximately $113,000 of major repairs and maintenance comprised primarily of
exterior building repairs and major landscaping.
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 and cash equivalents of approximately
$1,139,000 at June 30, 1997, compared to unrestricted cash and cash equivalents
of approximately $1,210,000 at June 30, 1996. Net cash provided by operating
activities decreased primarily due to an increase in other assets. This
increase is due to increases in prepaid insurance due to the down-payment that
was required at the policy renewal in May 1997. Net cash used in investing
activities decreased due to decreased property improvements and replacements.
Net cash used in financing activities increased due to increased distributions
to the minority interest holder.
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 investment 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 approximately $12,076,000, net of discount, is
amortized over periods ranging from approximately twenty-one years to
approximately twenty-nine 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. The Managing
General Partner is evaluating the economic position of the Partnership and the
Partnership's ability to make a distribution. Cash distributions of $359,000
and $360,000 were made to the partners during the six months ended June 30, 1997
and 1996, respectively. Cash distributions of $35,000 and $7,000 were paid to
the minority interest holder during the six months ended June 30, 1997 and 1996,
respectively.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K:
None filed during the quarter ended June 30, 1997.
SIGNATURES
In accordance with the requirements 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
Managing General Partner
By: /s/ William H. Jarrard, Jr.
William H. Jarrard, Jr.
President
By: /s/Ronald Uretta
Ronald Uretta
Vice President and Treasurer
Date: July 24, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Davidson
Growth Plus, L.P. 1997 Second Quarter 10-QSB and is qualified in its entirety
by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000795757
<NAME> DAVIDSON GROWTH PLUS, L.P.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,139
<SECURITIES> 0
<RECEIVABLES> 12
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 23,634
<DEPRECIATION> 8,764
<TOTAL-ASSETS> 17,278
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 12,076
0
0
<COMMON> 0
<OTHER-SE> 4,234
<TOTAL-LIABILITY-AND-EQUITY> 17,278
<SALES> 0
<TOTAL-REVENUES> 2,566
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,386
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 533
<INCOME-PRETAX> 152
<INCOME-TAX> 0
<INCOME-CONTINUING> 152
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 152
<EPS-PRIMARY> 5.18<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
