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 June 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from.........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)
June 30, 1998
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 1,005
Receivables and deposits 466
Restricted escrows 479
Other assets 299
Investment properties:
Land $ 4,650
Buildings and related personal property 19,263
23,913
Less accumulated depreciation (9,550) 14,363
$16,612
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 66
Tenant security deposit liabilities 139
Accrued property taxes 235
Other liabilities 272
Mortgage notes payable 11,895
Minority Interest 228
Partners' Capital (Deficit)
General partners' $ (705)
Limited partners' (28,371.75 units 4,482 3,777
issued and outstanding)
$16,612
See Accompanying Notes to Consolidated Financial Statements
b)
DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Revenues:
Rental income $ 1,264 $ 1,178 $ 2,491 $ 2,402
Other income 69 55 126 112
Total revenues 1,333 1,233 2,617 2,514
Expenses:
Operating 494 615 1,048 1,080
General and administrative 66 53 147 107
Depreciation 195 194 390 386
Interest 263 266 526 533
Property taxes 114 113 232 228
Total expenses 1,132 1,241 2,343 2,334
Minority interest in net
income of joint venture (15) (7) (27) (28)
Net income (loss) $ 186 $ (15) $ 247 $ 152
Net income (loss) allocated
to general partners (3%) $ 6 $ -- $ 7 $ 5
Net income (loss)allocated
to limited partners (97%) 180 (15) 240 147
$ 186 $ (15) $ 247 $ 152
Net income (loss) per limited
partnership unit: $ 6.34 $ (.53) $ 8.46 $ 5.18
Distributions per limited
Partnership unit $ -- $ -- $ 11.91 $ 12.30
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
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 six months
ended June 30, 1998 -- 7 240 247
Partners' (deficit) capital at
June 30, 1998 28,371.75 $ (705) $ 4,482 $ 3,777
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
d)
DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1998 1997
Cash flows from operating activities:
Net income $ 247 $ 152
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 390 386
Amortization of discounts and loan costs 52 51
Minority interest in net income of joint venture 27 28
Change in accounts:
Receivables and deposits (62) (68)
Other assets 13 (43)
Accounts payable (106) 35
Tenant security deposit liabilities 18 --
Accrued property taxes 50 64
Other liabilities (3) 2
Net cash provided by operating activities 626 607
Cash flows from investing activities:
Property improvements and replacements (157) (64)
Net deposits to restricted escrows (10) (10)
Net cash used in investing activities (167) (74)
Cash flows from financing activities:
Payments on mortgage notes payable (116) (108)
Distributions to partners (348) (359)
Distributions to minority partner (70) (35)
Net cash used in financing activities (534) (502)
Net (decrease) increase in cash and cash equivalents (75) 31
Cash and cash equivalents at beginning of period 1,080 1,108
Cash and cash equivalents at end of period $1,005 $1,139
Supplemental disclosure of cash flow information:
Cash paid for interest $ 474 $ 483
See Accompanying Notes to Consolidated Financial Statements
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 and
six month periods ended June 30, 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, these two 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 six
months ended June 30, 1998 and 1997 (in thousands):
1998 1997
Property management fees (included in operating expenses) $135 $127
Reimbursement for services of affiliates, including
approximately $18,000 and $4,000 of construction
services reimbursements for the six months ended
June 30, 1998 and 1997, respectively (included in
general and administrative and operating expenses) 75 66
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, but 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 June
30, 1998, are approximately $96,000. Included in the $96,000 subordinated
management fee payable at June 30, 1998, were partnership management fees of
approximately $10,000 and $11,000 for the six month periods ended June 30, 1998
and 1997, respectively.
On September 26, 1997, an affiliate of the Managing General Partner purchased
Lehman Brothers' Class "D" subordinated bonds of SASCO, 1992-M1. 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 six months ended June 30, 1998, the Partnership paid cash
distributions from operations of approximately $348,000. During the six months
ended June 30, 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
six months ended June 30, 1998 and 1997:
Average
Occupancy
1998 1997
Brighton Crest Apartments
Marietta, Georgia 95% 90%
The Fairway Apartments
Plano, Texas 93% 93%
The Village Apartments
Brandon, Florida 99% 99%
The increase in occupancy at the Brighton Crest Apartments is primarily
attributable to increased marketing and advertising efforts along with
concessions currently being offered to attract tenants.
The Partnership realized net income of approximately $247,000 for the six months
ended June 30, 1998, compared to net income of approximately $152,000 for the
six months ended June 30, 1997. For the three months ended June 30, 1998, the
Partnership realized net income of approximately $186,000 compared to a net loss
of approximately $15,000 for the corresponding period of 1997. The increase in
net income for the three and six month periods ended June 30, 1998, is primarily
attributable to an increase in rental revenues and a decrease in operating
expenses. Partially offsetting the increase in net income was an increase in
general and administrative expenses. Rental revenues increased primarily due to
increased rental rates at The Fairway and The Village Apartments and an increase
in occupancy at Brighton Crest Apartments. The decrease in operating expenses
is primarily attributable to a decrease in major repairs and maintenance
resulting from a rehabilitation project being performed in 1997 at The Fairway
Apartments. These expenses primarily consisted of exterior building repairs that
included wood replacement, painting, and gutter repairs. Included in operating
expenses for the six months ended June 30, 1997, is approximately $141,0000 of
major repairs and maintenance comprised primarily of expenses relating to the
Fairway Apartments project. Included in operating expenses for the six months
ended June 30, 1998, is approximately $92,000 of major repairs and maintenance
comprised primarily of exterior painting, parking lot repairs, landscaping, and
other exterior building improvements. 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 $1,005,000 at
June 30, 1998, compared to cash and cash equivalents of approximately $1,139,000
at June 30, 1997. For the six months ended June 30, 1998, net cash decreased
approximately $75,000, compared to a net increase of approximately $31,000 for
the six months ended June 30, 1997. Net cash provided by operating activities
increased primarily due to an increase in rental income and a decrease in
operating expenses, as discussed above. Partially offsetting the increase in net
cash provided by operating activities was an increase in cash used 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 primarily 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 $11,895,000, 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 six months ended June 30, 1998, and 1997,
respectively. The Managing General Partner is planning to make a distribution
from operations in August 1998; however, 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
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 AIMCO. The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. The Managing General Partner
believes the action to be without merit, and intends to vigorously defend it.
On June 24, 1998, the Managing General Partner filed a motion seeking dismissal
of the action.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Managing General Partner believes 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 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 June 30, 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: July 29, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Davidson Growth Plus, L.P. 1998 Second Quarter 10-QSB nd 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-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,005
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 23,913
<DEPRECIATION> 9,550
<TOTAL-ASSETS> 16,612
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 11,895
0
0
<COMMON> 0
<OTHER-SE> 3,777
<TOTAL-LIABILITY-AND-EQUITY> 16,612
<SALES> 0
<TOTAL-REVENUES> 2,617
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,343
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 526
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 247
<EPS-PRIMARY> 8.46<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
