FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
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, 1997
[ ] 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. $5,232,000
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, 1997. 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
the aggregate market value of the voting partnership interests would not exceed
$25,000,000.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Davidson Growth Plus, L.P. (the "Registrant" or "Partnership") is a Delaware
limited partnership organized in May 1986. The general partners of the
Registrant were Davidson Diversified Properties, Inc., a Tennessee corporation
("DDPI") and James T. Gunn ("Individual General Partner") (collectively, the
"General Partners").
On August 29, 1996, the Limited Partnership Agreement was amended to remove DDPI
as managing general partner and admit Davidson Growth Plus GP Corporation
("Managing General Partner"), 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 Partnership's primary business is to acquire, operate and hold existing
income-producing residential real estate. Industry segment information is not
relevant. The Partnership 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 Partnership's remaining
properties.
As of December 31, 1997, 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.
The Partnership 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 Partnership 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
Partnership are subject to factors outside of the Partnership'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 Partnership.
The real estate business is highly competitive and the Partnership'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 Partnership.
The Partnership has no employees. Management and administrative services are
performed by the Managing General Partner, and by affiliates of Insignia
Financial Group, Inc. ("Insignia"), an affiliate of the Managing General
Partner. Effective January 1, 1992, affiliates of Insignia began to provide
asset management, partnership administration, and investor relations services to
the Partnership. See "Item 12. On March 17, 1998, Insignia entered into an
agreement to merge its national residential property management operations,
and its controlling interest in Insignia Properties Trust, with Apartment
Investment and Management Company ("AIMCO"), a publicly traded real estate
investment trust. The closing, which is anticipated to happen in the third
quarter of 1998, is subject to customary conditions, including government
approvals and the approval of Insignia's shareholders. If the closing occurs,
AIMCO will then control the General Partner of the Partnership. Certain
Relationships and Related Transactions" for an enumeration of the affiliates
and the compensation and reimbursement received from the Partnership during
1997 and 1996.
ITEM 2. DESCRIPTION OF PROPERTIES:
The following table sets forth the Partnership's investment in properties:
Date
Property Acquired 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)
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Brighton Crest Apts. $12,846 $(5,273) 5-25 yrs S/L $12,052
The Fairway Apts. 6,630 (2,188) 5-25 yrs S/L 5,638
The Village Apts. 4,280 (1,699) 5-25 yrs S/L 3,475
$23,756 $(9,160) $21,165
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)
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1997 Rate Amortized Date Maturity
Brighton Crest Apts.
1st mortgage $ 6,134 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 3,854 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 1,887 7.83% 28.67 yrs 10/15/03 1,697
2nd mortgage 61 7.83% (1) 10/15/03 61
Total 12,270
Less unamortized
discounts (283)
Total $11,987
(1) Interest only payments
Average annual rental rate and occupancy for 1997 and 1996 for each property:
Average Annual Average
Rental Rates Occupancy
Property 1997 1996 1997 1996
Brighton Crest Apts. $ 8,207/unit $ 8,119/unit 93% 96%
The Fairway Apts. 7,082/unit 7,143/unit 91% 97%
The Village Apts. 8,227/unit 8,104/unit 98% 98%
The decrease in occupancy at Brighton Crest Apartments is attributable to the
new home purchases in this area. The decrease in occupancy at The Fairway
Apartments is due to a demand for units with more bedrooms than are currently
available at this complex.
Real estate taxes (dollar amounts in thousands) and rates in 1997 for each
property were:
1997 1997
Taxes Rate
Brighton Crest Apts. $ 187 3.25%
The Fairway Apts. 185 2.38%
The Village Apts. 76 2.45%
As noted under "Item 1. Description of Business," the Partnership's properties
are subject to competition from similar properties in the vicinity in which the
Partnership'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.
ITEM 3. LEGAL PROCEEDINGS
Affiliates of the Managing General Partner have been named in a suit brought by
a former employee, alleging defamation and intentional infliction of mental
anguish. The Partnership has a contractual obligation to indemnify the
affiliates of the Managing General Partner in this suit. The Managing General
Partner believes that there is no merit in this suit and intends to vigorously
defend it.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Managing General Partner 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 Partnership did not vote on any matters during the year
ended December 31, 1997.
PART II
ITEM 5. MARKET FOR PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS
The Partnership, a publicly-held limited partnership, sold 28,371.75 Limited
Partnership Units aggregating $28,376,000. As of December 31, 1997, there were
2,778 holders of record owning an aggregate of 28,371.75 Units.
The partnership distributed approximately $697,000 to the Limited Partners
($24.57 per Unit) and $21,000 to the General Partners for the year ended
December 31, 1997. Distributions for the year ended December 31, 1996 were
approximately $737,000 to the Limited Partners ($25.98 per Unit) and $23,000
to the General Partners. In February 1998, the Partnership distributed
approximately $338,000 to the Limited Partners ($11.91 per Unit) and
approximately $10,000 to the General Partners.
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
This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.
Results of Operations
The Partnership realized net income of approximately $155,000 for the year ended
December 31, 1997, compared to net income of approximately $329,000 for the year
ended December 31, 1996. While total revenues was comparable for the two years,
total expenses increased. The increase in expenses is primarily due to an
increase in operating expenses at The Fairway Apartments and Brighton Crest
Apartments. At both of these investment properties, operating expenses
increased due to an increase in maintenance related expenses resulting from
improvement projects performed in 1997. At The Fairway Apartments, these
expenses primarily consisted of gutter repairs, exterior painting and repairs
to the floor coverings. These repairs and improvements were done to enhance the
appearance of this property. At Brighton Crest Apartments, the increase in
maintenance expenses resulted from parking lot repairs and exterior painting to
enhance the property's appearance. Also contributing to the increase in
operating expenses for the year ended December 31, 1997, was an increase in
advertising and rental expenses at Brighton Crest Apartments. Referral fees and
lease concessions were offered to attract new tenants for this property.
Partially offsetting these increases in maintenance and advertising and rental
expenses were decreases in property expenses due to a decrease in maintenance
and administrative salaries due to an increase in employee turnover at The
Fairway Apartments. At Brighton Crest Apartments, a decrease in corporate unit
expense partially offset the increase in property expenses at this property.
Throughout 1997, the property has turned the nine corporate units into rental
units.
Included in operating expense for the year ended December 31, 1997, is
approximately $418,000 of major repairs and maintenance comprised primarily of
expenses relating to the gutter repair project, exterior painting, exterior
building improvements and parking lot repairs. Included in operating expense
for the year ended December 31, 1996, is approximately $273,000 of major repairs
and maintenance comprised 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.
Liquidity and Capital Resources
The Partnership held cash and cash equivalents of approximately $1,080,000 at
December 31, 1997, compared to approximately $1,108,000 at December 31, 1996.
For the year ended December 31, 1997, net cash decreased approximately $28,000,
compared to a net decrease of approximately $52,000 for the year ended December
31, 1996. Net cash provided by operating activities decreased slightly
primarily due to a decrease in net income as discussed above and a decrease in
accounts payable, partially offset by an increase in other liabilities due to
the timing of payments to vendors. Net cash used in investing activities
decreased primarily as a result of a decrease in property improvements and
replacements. Net cash used in financing activities decreased due to a decrease
in 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 approximately $11,987,000, 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. Cash distributions of $718,000 and $760,000 were
made to the partners during the years ended December 31, 1997 and 1996,
respectively. Cash distributions of approximately $71,000 and $112,000 were paid
to the minority interest holder during the years ended December 31, 1997 and
1996, respectively. Cash distributions of $348,000 were paid to the partners in
February 1998. Future cash distributions will depend on the levels of net cash
generated from operations, property sales and the availability of cash reserves.
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Litigation Reform Act of 1995 (the
"Reform Act") and as such may involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward-looking
statements speak only as of the date of this annual report. The Partnership
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Partnership's expectations with regard thereto or
any change in events, conditions or circumstances on which any such statement
is based.
ITEM 7. FINANCIAL STATEMENTS
DAVIDSON GROWTH PLUS, L.P.
LIST OF CONSOLIDATED FINANCIAL STATEMENTS
Independent Auditors' Report
Consolidated Balance Sheet - December 31, 1997
Consolidated Statements of Operations - Years ended December 31, 1997
and 1996
Consolidated Statements of Changes in Partners' Capital (Deficit) - Years
ended December 31, 1997 and 1996
Consolidated Statements of Cash Flows - Years ended December 31, 1997 and
1996
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, 1997, 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, 1997.
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) at December 31, 1997, and the consolidated
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1997, in conformity with generally accepted accounting
principles.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
January 19, 1998,
except for Note G, as to which the date is
March 17, 1998
DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1997
Assets
Cash and cash equivalents $ 1,080
Receivables and deposits 404
Restricted escrows 469
Other assets 340
Investment properties (Notes B and E):
Land $ 4,650
Buildings and related personal property 19,106
23,756
Less accumulated depreciation (9,160) 14,596
$ 16,889
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 246
Tenant security deposits 121
Accrued property taxes 185
Other liabilities 201
Mortgage notes payable (Notes B and E) 11,987
Minority Interest 271
Partners' Capital (Deficit)
General partners $ (702)
Limited partners (28,371.75 units
issued and outstanding) 4,580 3,878
$ 16,889
See Accompanying Notes to Consolidated Financial Statements
DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Year Ended December 31,
1997 1996
Revenues:
Rental income $ 4,987 $ 4,969
Other income 245 287
Total revenues 5,232 5,256
Expenses:
Operating 2,524 2,356
General and administrative 210 226
Depreciation 783 757
Interest 1,064 1,076
Property taxes 452 434
Total expenses 5,033 4,849
Income before minority interest in
net income of joint venture 199 407
Minority interest in net income of joint venture (44) (78)
Net income (Note C) $ 155 $ 329
Net income allocated to general partners (3%) $ 5 $ 10
Net income allocated to limited partners (97%) 150 319
$ 155 $ 329
Net income per limited partnership unit $ 5.29 $ 11.25
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, 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
Distributions to partners -- (21) (697) (718)
Net income for the year ended
December 31, 1997 -- 5 150 155
Partners' capital (deficit) at
December 31, 1997 28,371.75 $ (702) $ 4,580 $ 3,878
See Accompanying Notes to Consolidated Financial Statements
DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except unit data)
Years Ended December 31,
1997 1996
Cash flows from operating activities:
Net income $ 155 $ 329
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 783 757
Amortization of discounts and loan costs 103 100
Minority interest in net income of joint
venture 44 78
Loss on disposal of property -- 7
Change in accounts:
Receivables and deposits (50) 49
Other assets (27) --
Accounts payable 213 (112)
Tenant security deposit liability 13 3
Accrued property taxes 22 --
Other liabilities (87) 22
Subordinated management fee 19 18
Net cash provided by operating activities 1,188 1,251
Cash flows from investing activities:
Property improvements and replacements (187) (237)
Net (deposits to) withdrawals from
restricted escrows (20) 10
Net cash used in investing activities (207) (227)
Cash flows from financing activities:
Payments on mortgage notes payable (220) (204)
Distributions to partners (718) (760)
Distributions to minority interest (71) (112)
Net cash used in financing activities (1,009) (1,076)
Net decrease in cash and cash equivalents (28) (52)
Cash and cash equivalents at beginning of year 1,108 1,160
Cash and cash equivalents at end of year $ 1,080 $ 1,108
Supplemental disclosure of cash flow information:
Cash paid for interest $ 961 $ 976
See Accompanying Notes to Consolidated Financial Statements
DAVIDSON GROWTH PLUS, L.P.
Notes To Consolidated Financial Statements
December 31, 1997
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. Davidson Growth Plus GP Corporation ("DGPGP") is the
Managing General Partner ("Managing General Partner"). As of December 31, 1997,
the Partnership operates three residential properties located in Marietta,
Georgia; Plano, Texas; and Brandon, Florida.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements of the Partnership include its 99% limited
partnership interest in The New Fairways, LP and its 82.5% General Partnership
interest in Sterling Crest Joint Venture ("Sterling Crest"). The Partnership
may remove the General Partner of The New Fairway, L.P., and has a controlling
interest in Sterling Crest; therefore, the partnerships are controlled and
consolidated by the Partnership. 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
Investment properties are stated at cost. Acquisition fees are capitalized as a
cost of real estate. In accordance with Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of", the Partnership records impairment
losses on long-lived assets used in operations when events and circumstances
indicate that the assets might be impaired and the undiscounted cash flows
estimated to be generated by those assets are less than the carrying amounts of
those assets. For the year ended December 31, 1997, no adjustments for
impairment of value were necessary.
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
Cash and cash equivalents include cash on hand and in banks, money market funds,
and certificates of deposit with original maturities of less than 90 days. At
certain times, the amount of cash deposited at a bank may exceed the limit on
insured deposits.
TENANT SECURITY DEPOSITS
The Partnership requires security deposits from lessees for the duration of the
lease and such deposits are included in receivables and deposits. Deposits are
refunded when the tenant vacates, provided the tenant has not damaged its space
and is current on its rental payments.
RESTRICTED ESCROWS
RESERVE ACCOUNT - General Reserve Accounts were established with a portion of
the proceeds from the 1993 financing of Brighton Crest Apartments and 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, 1997, the balances in the reserves for
Brighton Crest Apartments and The Village Apartments were approximately $146,000
and $50,000, respectively.
A general Reserve Account was established with the refinancing proceeds for The
Fairway Apartments in 1992. The balance in the reserve at December 31, 1997,
was approximately $273,000. 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 approximately $86,000 and $74,000
for the years ended December 31, 1997 and 1996, respectively.
FAIR VALUE
SFAS No. 107, "Disclosure about Fair Value of Financial Instruments," as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair Value of Financial Instruments" requires disclosure of fair value
information about financial instruments, whether or not recognized in the
balance sheet, for which it is practicable to estimate fair value. Fair value is
defined in the SFAS as the amount at which the instruments could be exchanged in
a current transaction between willing parties, other than in a forced or
liquidation sale. The Partnership believes that the carrying amount of its
financial instruments (except for long-term debt) approximates their fair value
due to the short term maturity of these instruments. The fair value of the
Partnership's long term debt, after discounting the scheduled loan payments to
maturity, approximates its carrying balance.
LEASES
The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership recognizes income as earned on its leases. In addition, it is
the Partnership's policy to offer rental concessions during particularly slow
months or in response to heavy competition from other similar complexes in the
area. Concessions are charged to expense as incurred and are included in
operating expense.
LOAN COSTS
Loan costs of approximately $552,000 less accumulated amortization of
approximately $249,00 are included in other assets and 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 1996 balances to conform to the
1997 presentation.
NOTE B - MORTGAGE NOTES PAYABLE
(dollar amounts in thousands)
The principle terms of mortgage notes payable are as follows:
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1997 Interest Rate Date Maturity
Brighton Crest Apts.
1st mortgage $ 6,134 $ 47 7.83% 10/15/03 $5,516
2nd mortgage 199 1(1) 7.83% 10/15/03 199
The Fairway Apts.
1st mortgage 3,854 34 7.60% 11/15/02 3,142
2nd mortgage 135 1(1) 7.60% 11/15/02 135
The Village Apts.
1st mortgage 1,887 14 7.83% 10/15/03 1,697
2nd mortgage 61 --(1)(2) 7.83% 10/15/03 61
12,270 $ 97
Less unamortized
discounts (283)
Totals $11,987
(1) Interest only payments
(2) Monthly payment including interest is less than $1,000.
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, 1997, are as follows (dollar amounts in thousands):
Years Ending December 31,
1998 $ 238
1999 257
2000 277
2001 299
2002 3,585
Thereafter 7,614
$ 12,270
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.
The following is a reconciliation of reported net income and Federal taxable
income:
(dollar amounts in thousands, except unit data)
1997 1996
Net income as reported $ 155 $ 329
Add (deduct):
Depreciation differences (104) (121)
Unearned income 41 (37)
Miscellaneous 8 67
Federal taxable income $ 100 $ 238
Federal taxable income per
limited partnership unit $3.42 $8.14
(dollar amounts in thousands)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets:
Net assets as reported $ 3,878
Land and buildings 5,660
Accumulated depreciation 909
Syndication and distribution costs 3,766
Other (640)
Net assets - Federal tax basis $13,573
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 amounts were paid or accrued to Insignia and its affiliates in
1997 and 1996:
1997 1996
(in thousands)
Property management fees (included
in operating expenses) $ 258 $ 259
Reimbursement for services affiliates
of affiliates (included in
general and administrative and
operating expenses) 149 143
Included in reimbursements for services of affiliates is approximately $18,000
and $11,000 for construction oversight reimbursements in 1997 and 1996,
respectively.
For the period from January 1, 1996, to August 31, 1997, the Partnership insured
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 master
policy. The agent assumed the financial obligations to the affiliate of the
Managing General Partner who receives payment on these obligations from the
agent. The amount of the Partnership's insurance premiums that accrued to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations was 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. Payment of this
management fee is subordinated 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, 1997, are approximately $86,000. Included in the $86,000
subordinated management fee payable at December 31, 1997, were partnership
management fees of approximately $19,000 for 1997 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 Partnership 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.
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.
On September 26, 1997, an affiliate of the Managing General Partner purchased
Lehman Brothers' Class "D" subordinated bonds of SASCO, 1992-MI. These bonds
are secured by 55 multi-family apartment mortgage loan pairs held in Trust,
including the Fairway Apartments owned by the Partnership.
NOTE E - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
(dollar amounts in thousands)
Initial Cost
To Partnership
Costs
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Investment Properties
Brighton Crest Apts.
Marietta, Georgia $ 6,333 $2,619 $13,122 $ (2,895)
The Fairway Apts.
Plano, Texas 3,989 2,560 3,883 187
The Village Apts.
Brandon, Florida 1,948 615 3,799 (134)
Totals $12,270 $5,794 $20,804 $ (2,842)
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1997
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 $ 10,935 $12,846 $ (5,273) 1987 09/87 25
The Fairway Apts.
Plano, Texas 2,213 4,417 6,630 (2,188) 1979 05/88 25
The Village Apts.
Brandon, Florida 526 3,754 4,280 (1,699) 1986 05/88 25
Totals $4,650 $ 19,106 $23,756 $ (9,160)
</TABLE>
The depreciable lives included above are for the buildings. The depreciable
lives for related personal property are 5 to 15 years.
(dollar amounts in thousands)
Reconciliation of "Investment Properties and Accumulated Depreciation:"
Years Ended December 31,
1997 1996
Investment Properties
Balance at beginning of year $ 23,569 $ 23,343
Property improvements 187 237
Disposal of property -- (11)
Balance at End of Year $ 23,756 $ 23,569
Accumulated Depreciation
Balance at beginning of year $ 8,377 $ 7,624
Additions charged to expense 783 757
Disposal of property -- (4)
Balance at end of year $ 9,160 $ 8,377
The aggregate cost of investment properties for Federal income tax purposes at
December 31, 1997 and 1996, is approximately $29,416,000 and $29,229,000. Total
accumulated depreciation for Federal income tax purposes at December 31, 1997
and 1996, is approximately $8,251,000 and $7,364,000, respectively.
NOTE F - CONTINGENCY
Affiliates of the Managing General Partner have been named in a suit brought by
a former employee, alleging defamation and intentional infliction of mental
anguish. The Partnership has a contractual obligation to indemnify the
affiliates of the Managing General Partner in this suit. The Managing General
Partner believes that there is no merit in this suit and intends to vigorously
defend it.
NOTE G - SUBSEQUENT EVENT
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.
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 Partnership does not have any directors or officers. Davidson Growth Plus
GP Corporation ("DGPGP" or the "Managing General Partner"), is responsible for
the management and control of substantially all of the Partnership's operations
and has general responsibility and ultimate authority in all matters affecting
the Partnership's business. The Individual General Partner, in his capacity as
such, did not devote any material amount of business time or attention to the
Partnership's affairs.
The present officers of the Managing General Partner are listed below
Name Age Position
William H. Jarrard, Jr. 51 President and
Director
Ronald Uretta 41 Vice President and
Treasurer
Martha L. Long 38 Controller
Robert D. Long, Jr. 30 Vice President
Daniel M. LeBey 32 Vice President and
Secretary
Kelley M. Buechler 40 Assistant Secretary
William H. Jarrard, Jr. has been President and Director of the Managing General
Partner since August 1996. He has acted as Senior Vice President of Insignia
Properties Trust ("IPT"), parent of the Managing General Partner, since May
1997. Mr. Jarrard previously acted as Managing Director - Partnership
Administration of Insignia from January 1991 through September 1997 and served
as Managing Director - Partnership Administration and Asset Management from July
1994 until January 1996.
Ronald Uretta has been Vice President and Treasurer of the Managing General
Partner since August 1996 and Insignia's Treasurer since January 1992. Since
August 1996, he has also served as Insignia's Chief Operating Officer. He has
also served as Insignia's Secretary from January 1992 to June 1996 and as
Insignia's Chief Financial Officer from January 1992 to August 1996.
Martha L. Long has been Controller of the Managing General Partner since
December 1996 and Senior Vice President - Finance and Controller of Insignia
since January 1997. In June 1994, Ms. Long joined Insignia 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, in Greenville, SC.
Robert D. Long, Jr. has been Vice President of the Managing General Partner
since January 1998. Mr. Long joined Metropolitan Asset Enhancement, L.P.
("MAE"), an affiliate of Insignia, in September 1993. Since 1994 he has acted
as Vice President and Chief Accounting Officer of the MAE subsidiaries. Mr.
Long was an accountant for Insignia until joining MAE in 1993. Prior to joining
Insignia, Mr. Long was an auditor for the State of Tennessee and was associated
with the accounting firm of Harsman Lewis and Associates.
Daniel M. LeBey has been Vice President and Secretary of the Managing General
Partner since January 29, 1998 and Insignia's Assistant Secretary since April
30, 1997. Since July 1996 he has also served as Insignia's Associate General
Counsel. From September 1992 until June 1996, Mr. LeBey was an attorney with
the law firm of Alston & Bird LLP, Atlanta, Georgia.
Kelley M. Buechler has been Assistant Secretary of the Managing General Partner
since June 1996 and Assistant Secretary of Insignia since 1991.
ITEM 10. EXECUTIVE COMPENSATION
The Registrant was not required to and did not pay any remuneration to the
officers and/or directors of the Managing General Partner during 1997 or 1996.
See "Item 12." 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 noted below, 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 December
31, 1997.
Number
Entity of Units Percentage
Insignia Properties, LP 2,408.58 8.49%
As of December 31, 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
Affiliates of 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.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.
The following amounts were paid or accrued to Insignia and its affiliates in
1997 and 1996:
1997 1996
(in thousands)
Property management fees $ 258 $ 259
Reimbursement for services affiliates
of affiliates 149 143
Included in reimbursements for services of affiliates is approximately $18,000
and $11,000 for construction oversight reimbursements in 1997, and 1996,
respectively.
For the period from January 1, 1996, to August 31, 1997, the Partnership insured
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 master
policy. The agent assumed the financial obligations to the affiliate of the
Managing General Partner who receives payment on these obligations from the
agent.
The amount of the Partnership's insurance premiums that accrued to the benefit
of the affiliate of the Managing General Partner by virtue of the agent's
obligations was 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. Payment of this
management fee is subordinated 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, 1997, are approximately $86,000. Included in the $86,000
subordinated management fee payable at December 31, 1997, were partnership
management fees of approximately $19,000 for 1997 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 Partnership 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.
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.
On September 26, 1997, an affiliate of the Managing General Partner purchased
Lehman Brothers' Class "D" subordinated bonds of SASCO, 1992-MI. These bonds
are secured by 55 multi-family apartment mortgage loan pairs held in Trust,
including the Fairway Apartments owned by the Partnership.
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.
(b) No Reports on Form 8-K were filed during the fourth quarter of 1997.
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 and Director
Date: March 23, 1998
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 and Director March 23, 1998
William H. Jarrard, Jr.
/s/ Ronald Uretta Vice President and March 23, 1998
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. 1997 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-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 1,080
<SECURITIES> 0
<RECEIVABLES> 404
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 23,756
<DEPRECIATION> 9,160
<TOTAL-ASSETS> 16,889
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 11,987
0
0
<COMMON> 0
<OTHER-SE> 3,878
<TOTAL-LIABILITY-AND-EQUITY> 16,889
<SALES> 0
<TOTAL-REVENUES> 5,232
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,033
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,064
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 155
<EPS-PRIMARY> 5.29<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
