FORM 10-QSB--QUARTERLY OR TRANSITIONAL 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
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1998
[ ] 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)
(864) 239-1000
Issuer's telephone number
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
(Unaudited)
March 31, 1998
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 732
Receivables and deposits 327
Restricted escrows 473
Other assets 310
Investment properties:
Land $ 4,650
Buildings and related personal property 19,160
23,810
Less accumulated depreciation (9,355) 14,455
$16,297
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 55
Tenant security deposits 124
Accrued property taxes 118
Other liabilities 255
Mortgage notes payable 11,941
Minority Interest 213
Partners' Capital (Deficit)
General partners' $ (710)
Limited partners' (28,371.75 units 4,301 3,591
issued and outstanding)
$16,297
See Accompanying Notes to Consolidated Financial Statements
b)
DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1998 1997
Revenues:
Rental income $1,227 $1,224
Other income 57 57
Total revenues 1,284 1,281
Expenses:
Operating 554 465
General and administrative 81 54
Depreciation 195 192
Interest 263 267
Property taxes 118 115
Total expenses 1,211 1,093
Minority interest in net
income of joint venture (12) (21)
Net income $ 61 $ 167
Net income allocated to general partners (3%) $ 2 $ 5
Net income allocated to limited partners (97%) 59 162
$ 61 $ 167
Net income per limited partnership unit $ 2.08 $ 5.71
Distributions per limited partnership unit $11.91 $12.30
See Accompanying Notes to Consolidated Financial Statements
c)
DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
<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, 1997 28,371.75 $ (702) $ 4,580 $ 3,878
Distributions to partners -- (10) (338) (348)
Net income for the three months
ended March 31, 1998 -- 2 59 61
Partners' (deficit) capital at
March 31, 1998 28,371.75 $ (710) $ 4,301 $ 3,591
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
d)
DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net income $ 61 $ 167
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 195 192
Amortization of discounts and loan costs 26 25
Minority interest in net income of joint venture 12 21
Change in accounts:
Receivables and deposits 77 56
Other assets 16 --
Accounts payable (117) 9
Tenant security deposits payable 3 (1)
Accrued property taxes (67) (50)
Other liabilities (20) (14)
Net cash provided by operating activities 186 405
Cash flows from investing activities:
Property improvements and replacements (54) (28)
Net deposits to restricted escrows (4) (4)
Net cash used in investing activities (58) (32)
Cash flows from financing activities:
Payments on mortgage notes payable (58) (54)
Distributions to partners (348) (359)
Distributions to minority partner (70) (35)
Net cash used in financing activities (476) (448)
Net decrease in cash and cash equivalents (348) (75)
Cash and cash equivalents at beginning of period 1,080 1,108
Cash and cash equivalents at end of period $ 732 $1,033
Supplemental disclosure of cash flow information:
Cash paid for interest $ 238 $ 242
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</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") 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
month period ended March 31, 1998, are not necessarily indicative of the results
that may be expected for the fiscal year ended December 31, 1998. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Partnership's annual report on Form 10-KSB for the
fiscal year ended December 31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
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.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. 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 Partnership
Agreement provides for payments to affiliates for services and as reimbursement
of certain expenses incurred by affiliates on behalf of the Partnership.
The following payments were made to Insignia and its affiliates during the three
months ended March 31, 1998 and 1997 (in thousands):
1998 1997
Property management fees (included in operating expenses) $ 67 $ 65
Reimbursement for services of affiliates, including
approximately $16,000 and $2,000 of construction
services reimbursements for the three months
ended March 31, 1998 and 1997, respectively
(included in general and administrative and
operating expenses) 46 32
For the period from January 1, 1997, through August 31, 1997, the Partnership
insured its properties under a master policy through an agency affiliated with
the Managing General Partner, with an 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 which received payments 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 March
31, 1998, are approximately $89,000. Included in the $89,000 subordinated
management fee payable at March 31, 1998, were partnership management fees of
approximately $3,000 and $8,000 for the three month periods ended March 31, 1998
and 1997.
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.
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 Managing
General Partner of the Partnership.
NOTE C - DISTRIBUTIONS TO PARTNERS
During the three months ended March 31, 1998, the Partnership paid cash
distributions from operations of approximately $348,000. During the three
months ended March 31, 1997, the Partnership distributed approximately $359,000
from operations to the partners.
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
three months ended March 31, 1998 and 1997:
Average
Occupancy
1998 1997
Brighton Crest Apartments
Marietta, Georgia 94% 91%
The Fairway Apartments
Plano, Texas 91% 96%
The Village Apartments
Brandon, Florida 99% 98%
The decrease in occupancy at the Fairway Apartments is primarily attributable to
a demand for units with more bedrooms than are currently available at this time.
Brighton Crest Apartments has experienced an increase in occupancy due to
concessions currently being offered to attract tenants.
The Partnership realized net income of approximately $61,000 for the three
months ended March 31, 1998, compared to net income of approximately $167,000
for the three months ended March 31, 1997. While total revenues were comparable
for the periods ended March 31, 1998 and 1997, total expenses increased. The
increase in expenses is primarily due to an increase in operating expenses at
The Fairway Apartments and Brighton Crest Apartments and an increase in general
and administrative expenses. Operating expenses increased due to an increase in
maintenance related expenses resulting from repair and maintenance projects
performed in 1998. Included in operating expense for the three months ended
March 31, 1998 is approximately $72,000 of major repairs and maintenance
comprised primarily of exterior painting at Brighton Crest Apartments and
exterior building and parking lot repairs at The Fairway Apartments. Included
in operating expense for the three months ended March 31, 1997 is approximately
$25,000 of major repairs and maintenance comprised primarily of plumbing fixture
replacement and sewer repairs. The increase in general and administrative
expenses primarily consisted of an increase in legal expenses resulting from a
lawsuit filed by a former employee of an affiliate of the Managing General
Partner. The lawsuit was resolved and the Partnership's indemnification
obligations to the affiliates of the Managing General Partner were fulfilled
during the first quarter of 1998.
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 cash and cash equivalents of approximately $732,000 at
March 31, 1998, compared to cash and cash equivalents of approximately
$1,033,000 for the corresponding period of 1997. For the three months ended
March 31, 1998, net cash decreased approximately $348,000, compared to a net
decrease of approximately $75,000 for the three months ended March 31, 1997. Net
cash provided by operating activities decreased primarily due to a decrease in
net income as discussed above and a decrease in accounts payable, due to the
timing of payments to vendors. Net cash used in investing activities increased
as a result of an increase in property improvements and replacements. Net cash
used in financing activities increased due to an increase in distributions to
the minority interest partner.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the various properties to adequately maintain the
physical assets 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 $11,941,000, net of discount, is
amortized over periods ranging from approximately 21 to 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 $348,000 and $359,000 were
paid to the partners during the quarters ended March 31, 1998, and 1997,
respectively. Cash distributions of $70,000 and $35,000 were paid to the
minority interest holder during the quarters ended March 31, 1998 and 1997,
respectively. 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 quarterly report may constitute forward-looking
statements within the meaning of the Private Securities 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 of the Partnership 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 quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of 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.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The lawsuit alleging defamation and intentional infliction of mental anguish
brought by a former employee of an affiliate of the Managing General Partner
which was previously described in the Partnership's 1997 Annual Report on Form
10-K (see Item 3 - Legal Proceedings) was settled in the first quarter of 1998.
The lawsuit was resolved and the Partnership's indemnification obligations to
the affiliates of the Managing General Partner were fulfilled without a material
adverse effect on the financial condition of the Partnership.
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates to acquire limited partnership units, the management of partnerships
by Insignia affiliates as well as a recently announced agreement between
Insignia and Apartment Investment and Management Company. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. The Managing General Partner was only recently served with the
complaint which it believes to be without merit, and intends to vigorously
defend the action.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) 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 March 31, 1998.
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 GP CORPORATION
Its Managing General Partner
BY: /s/ William H. Jarrard, Jr.
William H. Jarrard, Jr.
President
BY: /s/ Ronald Uretta
Ronald Uretta
Vice President/Treasurer
DATE: May 1, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Davidson Growth Plus, L.P. 1998 First 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 732
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 23,810
<DEPRECIATION> 9,355
<TOTAL-ASSETS> 16,297
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 11,941
0
0
<COMMON> 0
<OTHER-SE> 3,591
<TOTAL-LIABILITY-AND-EQUITY> 16,297
<SALES> 0
<TOTAL-REVENUES> 1,284
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,211
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 263
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 61
<EPS-PRIMARY> 2.08<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
