FORM 10-KSB--Annual or Transitional Report
Under Section 13 or 15(d)
(As last amended by 34-31095, eff. 4/26/93)
[X] Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 [Fee Required]
For the fiscal year ended December 31, 1995
or
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934 [No Fee Required]
For the transition period.........to.........
Commission file number 0-17645
UNITED INVESTORS GROWTH PROPERTIES
(Name of small business issuer in its charter)
Missouri 43-1483928
(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. $3,394,599
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, 1995. Market value information for the
Registrant's partnership interests is not available. Should a trading market
develop for these interests, it is management's belief that such trading would
not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Prospectus of Registrant dated June 13, 1988 (included in
Registration Statement, No. 33-21114, of Registrant) are incorporated by
reference into Parts I and III.
PART I
Item 1. Description of Business
United Investors Growth Properties (the "Registrant" or Partnership"), a
Missouri Limited Partnership, was organized as a limited partnership under the
laws of the State of Missouri pursuant to a Certificate of Limited Partnership
filed on July 1, 1988 with the Missouri Secretary of State. The Registrant is
governed by an Agreement of Limited Partnership dated October 24, 1988. United
Investors Real Estate, Inc., a Delaware corporation, is the sole general partner
(the "General Partner") of the Registrant. The Registrant is engaged in the
business of acquiring and operating multifamily residential and commercial
properties and other income producing real estate. The Registrant has acquired
three multifamily residential properties, a retail center which includes
medical office space and a 60% interest in a joint venture which owns a
multifamily residential property. During the third quarter of 1995, this
multifamily residential property was sold. (See Note B to the Consolidated
Financial Statements.) These properties are further described in "Item 2" below
and Notes A and H of the Notes to the Consolidated Financial Statements included
in "Item 7" of this report, which descriptions are herein incorporated by
reference.
Commencing on or about June 13, 1988, the Registrant began offering through
Waddell & Reed, Inc., a former affiliate of the Registrant (the "Selling
Agent"), up to a maximum of 80,000 Units of limited partnership interest (the
"Units") at $250 per Unit with a minimum required purchase of eight Units or
$2,000 (four Units or $1,000 for an Individual Retirement Account). Limited
partners (the "Limited Partners") are not required to make any additional
capital contributions. The Units were registered under the Securities Act of
1933, as amended (the "Act"), under Registration Statement No. 33-21114, which
Registration Statement was declared effective on June 13, 1988.
The offering of Units terminated June 13, 1990. Upon termination of the
offering, the Registrant had accepted subscriptions for 39,297 Units resulting
in Gross Offering Proceeds of $9,824,250.
A further description of the Partnership's business is included in
Management's Discussion and Analysis or Plan of Operation included in "Item 6"
of this Form 10-KSB.
The real estate business is highly competitive. The Registrant's real
property investments are subject to competition from similar types of properties
in the vicinities in which they are located and the Partnership is not a
significant factor in its industry. In addition, various limited partnerships
have been formed by related parties to engage in business which may be
competitive with the Registrant.
The Registrant has no employees. Management and administrative services are
performed by affiliates of Insignia Financial Group, Inc. ("Insignia"). The
property manager is responsible for the day-to-day operations of each property.
The General Partner has also selected an affiliate of Insignia to provide real
estate advisory and asset management services to the Partnership. As advisor,
this affiliate provides all partnership accounting and administrative services,
investment management, and supervisory services over property management and
leasing. For a further discussion of property and partnership management, see
"Item 12", which descriptions are herein incorporated by reference.
Item 2. Description of Properties:
The following table sets forth the Registrant's investments in
properties:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
Terrace Royale Apartments 11/01/88 Fee ownership subject Apartment
Bothell, Washington to first mortgage 80 units
Cheyenne Woods Apartments 04/18/89 Fee ownership subject Apartment
North Las Vegas, Nevada to first mortgage 160 units
Greystone South Plaza Center 11/27/89 Fee ownership subject Retail and
Lenexa, Kansas to first mortgage Medical Center
55,332 sq. ft.
Deerfield Apartments 10/24/90 Fee ownership subject Apartment
Memphis, Tennessee to first mortgage 136 units
</TABLE>
Schedule of Properties:
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Useful Federal
Property Value Depreciation Life Method Tax Basis
<S> <C> <C> <C> <C> <C>
Terrace Royale Apartments $ 4,404,132 $1,048,983 5-40 yrs S/L $ 3,351,907
Cheyenne Woods Apartments 5,991,080 1,270,892 5-40 yrs S/L 4,763,530
Greystone South Plaza 2,112,906 531,556 5-40 yrs S/L 4,520,279
Deerfield Apartments 4,477,787 854,278 5-40 yrs S/L 3,589,931
Totals $16,985,905 $3,705,709 $16,225,647
</TABLE>
See Note A of the consolidated financial statements included in "Item 7" for
a description of the Partnership's depreciation policy.
Schedule of Mortgages:
<TABLE>
<CAPTION>
Principal Principal
Balance At Stated Period Balance
December 31, Interest Amortized Maturity Due At
Property 1995 Rate (A) Date Maturity
<C> <C> <C> <C> <C> <C>
Terrace Royale Apts. $ 2,611,364 8.50%(1) 20 years 11/98 $ 2,417,265
Cheyenne Woods Apts. 3,836,835 10.50% 35 years 05/99 3,750,417
Greystone South Plaza
Plaza Center 3,605,000 7.00%(2) 10 years 12/99 3,605,000
Deerfield Apartments 2,797,483 9.15%(3) 17 years 11/99 2,439,317
Total 12,850,682 $12,211,999
Deferred Interst 186,743
$13,037,425
<FN>
(A) The mortgage loans on each of the properties mature at various times
with balloon payments due at maturity.
</TABLE>
(1) The interest rate on the mortgage loan collateralized by the Terrace
Royale Apartments was fixed at an annual rate of 10% for the first five
years (through November 1993). The terms of the note were modified to
reduce the interest rate to 8.5% for the remaining five years.
(2) The mortgage loan collateralized by Greystone South Plaza Center requires
monthly installments of interest only to maturity and additional quarterly
contingent interest payments to be made equal to 50% of the net cash flow
from operations of Greystone South Plaza Center. Contingent interest
payments of $7,839 and $40,794 were required in 1995 and 1994,
respectively. The interest rate increases to 8% during 1996 and 9%
thereafter. Interest on the mortgage is computed using the effective
interest method at an imputed rate of 6.8%. The related deferred interest
is included in the mortgage notes payable balance.
(3) The mortgage loan collateralized by Deerfield Apartments was scheduled to
mature on November 1, 1994. The General Partner successfully obtained a
five year loan extension from the current lender at an interest rate of
9.15%. During 1994, loan costs of $35,939 were paid relating to the
extension of the Deerfield loan.
Schedule of Rental Rates and Occupancy:
Average Annual Average Annual
Rental Rates Occupancy
1995 1994 1995 1994
Terrace Royale Apts. $8,550/unit $8,351/unit 94% 94%
Cheyenne Woods Apts. 6,427/unit 6,915/unit 97% 93%
Deerfield Apts. 5,838/unit 5,473/unit 98% 97%
Greystone South Plaza 9.49/sq.ft. 9.54/sq.ft. 80% 79%
The General Partner attributes the increase in occupancy at Cheyenne Woods
to the relocation of several tenants from a competing property during the fourth
quarter of 1994. A new apartment complex has recently started leasing near
Terrace Royale and two new apartment complexes are under construction near
Deerfield. It is unknown at this time how these new complexes will impact the
future occupancy and rental rates of Terrace Royale and Deerfield.
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other residential apartment complexes and commercial buildings
in the area. The General Partner believes that all of the properties are
adequately insured. The multi-family residential properties' lease terms are
for one year or less. No residential or commercial tenant leases 10% or more of
the available rental space.
The following is a schedule of the lease expirations at Greystone South Plaza
for the years 1996-2005:
Number of % of Gross
Expirations Square Feet Annual Rent Annual Rent
1996 6 13,667 $142,987 41.1%
1997 3 11,004 83,382 24.0%
1998 3 5,385 48,866 14.1%
1999 4 8,460 52,235 15.0%
2000 1 1,800 14,400 4.1%
2001 1 1,000 9,607 2.8%
2002 1 1,400 14,700 4.2%
2003-2005 0 0 0 0
Schedule of Real Estate Taxes and Rates:
1995 1995
Taxes Rate
Terrace Royale Apartments $72,034 1.55%
Cheyenne Woods Apartments 63,426 3.21%
Greystone South Plaza 89,294 3.25%
Deerfield Apartments 86,714 6.25%
Item 3. Legal Proceedings
The Registrant is unaware of any pending or outstanding litigation that is
not of a routine nature. The 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
During the fourth quarter of the fiscal year ended December 31, 1995, no
matters were submitted to a vote of Unit holders through the solicitation of
proxies or otherwise.
PART II
Item 5. Market for Partnership Equity and Related Partner Matters
As of December 31, 1995, the number of holders of record of Limited
Partnership Units was 1,111. No public trading market has developed for the
Units, and it is not anticipated that such a market will develop in the future.
No distributions were made in 1995 or 1994. Future distributions will depend
on the levels of cash generated from operations and the availability of cash
reserves.
Item 6. Management's Discussion and Analysis or Plan of Operation
Results of Operations
The Partnership's net loss for the year ended December 31, 1995, was
$381,638 compared to $1,531,995 for the year ended December 31, 1994. The
decrease in the net loss was primarily due to the non-recurring provision for
value impairment in 1994 as well as the lower overall 1995 expenses resulting
from the sale of Renaissance Village Apartments (see Note B of the Consolidated
Financial Statements). The Partnership recognized a gain on sale of $165,584.
The minority interest share of this gain was approximately $66,000.
Depreciation expense decreased for the year ended December 31, 1995, compared
to the corresponding period of 1994 as a result of the write-down of Renaissance
Village in 1994 and the sale of the property in 1995. Rental income decreased
as a result of the sale of Renaissance Village. This decrease was mitigated by
increased occupancy at Cheyenne Woods and increased rental rates at Deerfield.
Other income increased for the year ended December 31, 1995, compared to the
corresponding period in 1994 as a result of a $7,000 tax refund received in
1995.
The General Partner continues to monitor the rental market environment in
each location of its properties to assess the feasibility of increasing rents
and maintaining or increasing occupancy levels to protect the Partnership from
increases in expense. The General Partner expects to be able, at a minimum, to
continue protecting the Partnership from the burden of inflation-related
increases in expenses by increasing rents and maintaining a high overall
occupancy level. However, rental concessions and rental reductions needed to
offset softening market conditions could affect the ability to sustain this
plan.
Liquidity and Capital Resources
At December 31, 1995, the Partnership held unrestricted cash of $199,622
compared to $247,097 at December 31, 1994. Net cash provided by operating
activities increased due to decreased expenses and interest payments resulting
from the sale of Renaissance Village as discussed above. Net cash provided by
investing activities increased as a result of the proceeds from the sale of
Renaissance Village in 1995. Net cash used in financing activities increased
due to the repayment of the mortgage note payable on Renaissance Village.
Included in financing activities in 1994 were loan costs paid to extend the
maturity date of Deerfield's mortgage note payable to November 1, 1999.
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 as well as future maturing mortgage obligations and related
refinancing expenses. Such assets are currently thought to be sufficient for
any near-term needs of the Partnership. The mortgage loans on each of the
properties mature at various times with balloon payments due at maturity, at
which time the properties will either be refinanced or sold. Future cash
distributions will depend on the levels of net cash generated from operations,
refinancings, property sales, and the availability of cash reserves. No
distributions were made in 1995 or 1994. The General Partner does not
anticipate making any distributions in 1996.
Item 7. Financial Statements
UNITED INVESTORS GROWTH PROPERTIES
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Consolidated Balance Sheet December 31, 1995
Consolidated Statements of Operations Years ended December 31, 1995
and 1994
Consolidated Statements of Changes in Partners Capital (Deficit) Years
ended December 31, 1995 and 1994
Consolidated Statements of Cash Flows Years ended December 31, 1995 and
1994
Notes to Consolidated Financial Statements
INDEPENDENT AUDITORS' REPORT
The Partners
United Investors Growth Properties
(A Missouri Limited Partnership)
We have audited the accompanying consolidated balance sheet of United Investors
Growth Properties (A Missouri Limited Partnership) ("the Partnership") as of
December 31, 1995, 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, 1995. 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
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, such consolidated financial statements present fairly, in all
material respects, the financial position of the Partnership as of December 31,
1995, and the results of its operations and its cash flows for each of the two
years in the period ended December 31, 1995 in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
Greenville, South Carolina
February 21, 1996
UNITED INVESTORS GROWTH PROPERTIES
CONSOLIDATED BALANCE SHEET
December 31, 1995
Assets
Cash:
Unrestricted $ 199,622
Restricted-tenant security deposits 74,837
Accounts receivable, net of allowance of
$65,676 37,610
Escrows for taxes and insurance 128,462
Restricted escrows 117,793
Other assets 199,381
Investment properties (Notes A, C and H):
Land $ 1,979,187
Buildings and related personal property 15,006,718
16,985,905
Less accumulated depreciation (3,705,709) 13,280,196
$14,037,901
Liabilities and Partners' Capital
Liabilities
Accounts payable $ 47,832
Tenant security deposits 73,234
Accrued taxes 44,648
Other liabilities 100,942
Mortgage notes payable (Note C) 13,037,425
Minority Interest (Note B) 64,982
Partners' Capital (Note D)
General partner $ 862
Limited partners (39,297 units issued
and outstanding) 667,976 668,838
$14,037,901
See Accompanying Notes to Consolidated Financial Statements
UNITED INVESTORS GROWTH PROPERTIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
1995 1994
Revenues:
Rental income $ 3,247,268 $ 3,380,858
Other income 147,331 140,745
Total revenues 3,394,599 3,521,603
Expenses:
Operating 933,347 966,341
General and administrative 75,287 67,236
Property management fees 180,452 187,351
Maintenance 312,038 387,343
Depreciation 652,447 734,672
Amortization 22,709 18,737
Interest 1,503,874 1,710,239
Property taxes 365,655 388,209
Provision for value impairment (Note H) -- 1,362,212
Tenant reimbursements (Note F) (120,910) (131,989)
Total expenses 3,924,899 5,690,351
Minority interest in net (income) loss
of joint venture (Note B) (16,922) 636,753
Gain on disposition of investment
property 165,584 --
Net loss (Note G) $ (381,638) $(1,531,995)
Net income (loss) allocated to general
partner $ 74,725 $ (15,320)
Net loss allocated to limited partner (456,363) (1,516,675)
$ (381,638) $(1,531,995)
Net loss per limited partnership unit $ (11.61) $ (38.60)
See Accompanying Notes to Consolidated Financial Statements
UNITED INVESTORS GROWTH PROPERTIES
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 39,297 $ 100 $ 9,824,250 $ 9,824,350
Partners' (deficit) capital at
December 31, 1993 39,297 (58,543) 2,641,014 2,582,471
Net loss for the year ended
December 31, 1994 -- (15,320) (1,516,675) (1,531,995)
Partners' (deficit) capital
at December 31, 1994 39,297 (73,863) 1,124,339 1,050,476
Net income (loss) for the year
ended December 31, 1995 -- 74,725 (456,363) (381,638)
Partners' capital at
December 31, 1995 39,297 $ 862 $ 667,976 $ 668,838
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
UNITED INVESTORS GROWTH PROPERTIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (381,638) $(1,531,995)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Minority interest in net income (loss)
of joint venture 16,922 (636,753)
Depreciation 652,447 734,672
Amortization of loan costs, lease commissions,
loan premium and intangible assets 127,039 167,523
Provision for value impairment -- 1,362,212
Gain on sale of property (165,584) --
Change in accounts:
Restricted cash 12,318 (9,548)
Accounts receivable 5,017 24,501
Escrows for taxes and insurance (17,103) 38,718
Other assets 6,423 (21,146)
Accounts payable (42,932) (71,855)
Tenant security deposit liabilities (14,690) 10,317
Accrued property taxes (44,521) (876)
Other liabilities (51,762) (5,081)
Net cash provided by operating 101,936 60,689
Cash flows from investing activities:
Property improvements and replacements (92,637) (62,478)
Deposits to restricted escrows (14,718) (40,550)
Receipts from restricted escrow -- 6,891
Proceeds from sale of property 3,989,528 --
Net cash provided by (used in)
investing activities 3,882,173 (96,137)
Cash flows from financing activities:
Net distributions from minority interest 18,000 46,850
Payments on mortgage notes payable (175,877) (127,485)
Repayment of mortgage notes payable (3,873,707) --
Loan costs paid -- (35,939)
Net cash used in financing activities (4,031,584) (116,574)
Net decrease in cash (47,475) (152,022)
Cash at beginning of year 247,097 399,119
Cash at end of year $ 199,622 $ 247,097
Supplemental disclosure of cash
flow information:
Cash paid for interest $ 1,443,197 $ 1,576,556
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
UNITED INVESTORS GROWTH PROPERTIES
Notes to Consolidated Financial Statements
December 31, 1995
Note A - Organization and Significant Accounting Policies
Organization: United Investors Growth Properties (the "Partnership"), a Missouri
Limited Partnership, was organized in July 1988 and the initial group of
limited partners was admitted on October 24, 1988. Additional partners were
admitted through June 1990.
The Partnership was formed to acquire and operate certain types of income-
producing real estate. United Investors Real Estate, Inc. (the "General
Partner") is the general partner. Effective December 31, 1992, 100% of the
General Partner's common stock was purchased by MAE GP Corporation, an affiliate
of Insignia Financial Group, Inc. ("Insignia").
Basis of accounting: The accompanying financial statements of the Partnership
are prepared on the accrual basis and, therefore, revenue is recorded as earned
and costs and expenses are recorded as incurred.
Cash:
Unrestricted - Unrestricted cash includes cash on hand and in banks and money
market funds.
Restricted cash - tenant security deposits - The Partnership requires security
deposits from lessees for the duration of the lease and such deposits are
considered restricted cash. Deposits are refunded when the tenant vacates,
provided the tenant has not damaged its space and is current on its rental
payments.
Income taxes: For income tax purposes, the Partnership reports revenue and
costs and expenses on the accrual method. No income tax provisions have been
shown in the accompanying statements of operations since the partners are taxed
individually.
Investment properties: During the first quarter of 1995, the Partnership
adopted FASB No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of", which requires impairment losses to be
recognized for long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows are not sufficient to
recover the assets' carrying amount. The impairment loss is measured by
comparing the fair value of the asset to its carrying amount. The adoption of
FASB No. 121 did not have a material effect on the Partnership's financial
statements.
Depreciation is computed using straight-line methods over estimated useful lives
of fifteen to forty years for buildings and improvements and five to twelve
years for furniture and fixtures. Commercial tenant improvements are
depreciated over the term of the lease.
Note A - Organization and Significant Accounting Policies (continued)
Fair Value: In 1995, the Partnership implemented Statement of Financial
Accounting Standards No. 107, "Disclosures about Fair Value of Financial
Instruments," which requires disclosure of fair value information about
financial instruments for which it is practicable to estimate that value. The
Partnership estimates the fair value of its fixed rate mortgages by discounted
cash flow analysis, based on estimated borrowing rates currently available to
the Partnership.
Principles of consolidation: The Partnership reflects its interest in
Renaissance utilizing full consolidation whereby all of the accounts of the
joint ventures are included in the Partnership's financial statements
(intercompany accounts are eliminated). The minority partners' share of the
joint ventures' assets and liabilities are reflected as a liability in the
balance sheet of the Partnership. Earnings and losses attributable to the
minority partners' ownership of the joint venture are reflected as a reduction
or addition to income in the statement of operations. During the third quarter
of 1995, Renaissance Village Apartments was sold, however, at December 31, 1995,
the joint venture had not been liquidated.
During the second quarter of 1994, Cheyenne Woods Apartments was restructured
into a lower tier partnership, known as Cheyenne Woods United Investors, L.P.
("Cheyenne"), in which the Partnership is the 99.99% limited partner. Although
legal ownership of the asset was transferred to a new entity, the Partnership
retained substantially all economic benefits from the property and the General
Partner of the new entity is owned by the Partnership and by the General Partner
of the Partnership. The Partnership reflects its interest in Cheyenne utilizing
full consolidation whereby all of the accounts of Cheyenne are included in the
consolidated financial statements of the Partnership (intercompany accounts are
eliminated). The minority interest is not material.
Other assets: Included in other assets are loan costs, deferred rental
collections, and leasing commissions which are amortized over the terms of the
related notes and leases, respectively.
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.
Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense, included in operating expenses, was $33,529 and $36,359 for
the years ended December 31, 1995 and 1994, respectively.
Reclassifications: Certain reclassifications have been made to the 1994
information to conform to the 1995 presentation.
Note B - Investment in Joint Venture
The Partnership owns a 60% interest in Renaissance Village Associates
("Renaissance"), a joint venture with United Investors Growth Properties II, an
affiliated partnership in which the General partner is also the sole General
Partner.
On August 30, 1995, Renaissance Village Apartments was sold to an unaffiliated
party, Kauri Investments, Ltd. The Partnership recognized a gain on the sale of
$165,584. The minority interest share of this gain was approximately $66,000.
Currently, the joint venture is in the process of being liquidated. Once all
the remaining liabilities of the joint venture are satisfied, the remaining
assets of the joint venture will be distributed to the joint venturers.
Note C - Mortgage Notes Payable
The principal terms of mortgage notes payable are as follows:
<TABLE>
<CAPTION>
Principal Monthly Principal
Balance At Payment Stated Balance
December Including Interest Maturity Due At
Property 1995 Interest Rate Date Maturity
<S> <C> <C> <C> <C> <C>
Terrace Royale Apts. $ 2,611,364 $23,739 8.50% 11/98 $ 2,417,265
Cheyenne Woods Apts. 3,836,835 35,386 10.50% 05/99 3,750,417
Greystone Stone
Plaza Center 3,605,000 21,029 7.0% 12/99 3,605,000
Deerfield Apartments 2,797,483 27,860 9.15% 11/99 2,439,317
Total 12,850,682 $12,211,999
Deferred interest 186,743
$13,037,425
</TABLE>
The mortgage notes payable are nonrecourse and are secured by a pledge of the
respective property and by a pledge of revenues from operation of the respective
properties. The mortgage loans collateralized by the Terrace Royale Apartments
and Cheyenne Woods Apartments each contain clauses providing for prepayment
penalties of approximately 1% of the outstanding loan balance, and additional
variable prepayment penalties depending on interest rates in effect at the time
of prepayment.
Note C - Mortgage Notes Payable (continued)
The mortgage loan collateralized by Greystone South Plaza Center requires
monthly installments of interest only to maturity and additional quarterly
contingent interest payments to be made equal to 50% of the net cash flow from
operations of Greystone South Plaza Center. Contingent interest payments of
$7,839 and $40,794 were required in 1995 and 1994, respectively. The interest
rate increases to 8% during 1996 and 9% thereafter. As a result of the interest
rate increase, the monthly payment will increase to $24,033 in 1996. Interest
on the mortgage is computed using the effective interest method at an imputed
rate of 6.8%. The related deferred interest is included in the mortgage notes
payable balance.
The mortgage loan collateralized by Deerfield Apartments was scheduled to mature
on November 1, 1994. The General Partner successfully obtained a five year loan
extension from the current lender at an interest rate of 9.15%. During 1994,
loan costs of $35,939 were paid relating to the extension of the Deerfield loan.
The estimated fair value of the Partnership's aggregate debt is approximately
$13,300,000. This value represents a general approximation of possible value
and is not necessarily indicative of the amounts the Partnership may pay in
actual market transactions.
Scheduled maturities of principal are as follows:
Years Ending December 31,
1996 $ 164,321
1997 185,585
1998 2,607,157
1999 9,893,619
$12,850,682
Note D - Partners' Capital
Allocations of net income and loss - In accordance with the partnership
agreement, net income and net loss (as defined in the Partnership agreement,
income or loss of the Partnership determined without regard to gain or loss from
sale) shall be allocated 1% to the General Partner and 99% to the limited
partners.
Note D - Partners' Capital (continued)
Distributions - The partnership allocates distributions 1% to the General
Partner and 99% to the limited partners.
Gain/Loss from a Sale - Gain from a sale shall be allocated as follows:
(a) first to each partner who has a negative capital account, an amount equal to
(or in proportion to if less than) such partner's negative capital account
balance and (b) second, 99% to the limited partners and 1% to the General
Partner, until each limited partner has been allocated an amount equal to (or in
proportion to if less than) the excess, if any, of such limited partner's
adjusted capital investment over his capital account.
Loss from a sale shall be allocated as follows: (a) first to each partner who
has a positive capital account, an amount equal to (or in proportion to if less
than) such partner's positive capital account balance and (b) second, 99% to the
limited partners and 1% to the General Partner.
Anything in the Partnership Agreement to the contrary notwithstanding, the
interests of the General Partner, in the aggregate, in each material item of
income, gain, loss deduction and credit of the Partnership will be equal to at
least 1% of each item at all times during the existence of the Partnership.
Repurchase of Units - The partnership agreement for the Partnership contains a
provision which states that the General Partner shall purchase up to 10% of the
limited partnership Units outstanding at the fifth anniversary date of the last
Additional Closing Date and become a limited partner with respect to such
units. Pursuant to this provision, the General Partner accepted repurchase
notices representing 10% of the limited partnership units and during the fourth
quarter of 1995, the transfer of 3,926 units was effected.
Note E - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The partnership agreement provides for payments to affiliates for services and
for reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership.
The following payments were made to affiliates of Insignia Financial Group, Inc.
in 1995 and 1994:
1995 1994
Property management fees $ 180,452 $ 187,351
Reimbursement for services of
affiliates 30,000 20,000
Note E - Transactions with Affiliated Parties
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the General Partner. An affiliate of the General
Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the
financial obligations to the affiliate of the General Partner, who receives
payments on these obligations from the agent. The amount of the Partnership's
insurance premiums accruing to the benefit of the affiliate of the General
Partner by virtue of the agent's obligations is not significant.
Note F - Operating Leases
Tenants of Greystone South Plaza Center are responsible for their own utilities
and maintenance of their space, and payment of their proportionate share of
common area maintenance, utilities, insurance and real estate taxes. A portion
of the real estate taxes, insurance, and common area maintenance expenses are
paid directly by the Partnership. The Partnership is then reimbursed by the
tenants for their proportionate share. The expenses paid by the Partnership are
included on the Statements of Operations as property taxes, insurance, and
operating expenses. The portion which is reimbursable from the tenants has been
classified as tenant reimbursements in the Statements of Operations.
The future minimum rental payments to be received under operating leases that
have initial or remaining noncancellable lease terms in excess of one year as of
December 31, 1995, are as follows:
Years Ending December 31,
1996 $227,874
1997 220,672
1998 125,534
1999 61,607
2000 34,300
Thereafter 29,500
$699,487
Note G - Partner Tax Information
The following is a reconciliation between net loss as reported in the
consolidated financial statements and federal taxable loss allocated to the
partners in the Partnership's information return for the years ended December
31, 1995 and 1994:
1995 1994
Net loss as reported $ (381,638) $(1,531,995)
Add (deduct):
Deferred revenue and other
liabilities (716,047) (530,914)
Depreciation differences (71,615) (112,394)
Deferred charges -- 115,261
Accrued expenses 10,000 (10,000)
Provision for value impairment -- 1,362,212
Nondeductible reserves and
allowances 36,102 1,154
Federal taxable loss $(1,123,198) $ (706,676)
Federal taxable loss per limited
partnership unit $ (28.30) $ (17.80)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets at December 31, 1995:
Net assets as reported $ 668,838
Differences in basis of assets and
liabilities:
Investment properties at cost 3,195,847
Accumulated depreciation (250,396)
Other assets and liabilities 375,479
Syndication costs 1,362,403
Net assets - tax basis $ 5,352,171
Note H - Investment Properties and Accumulated Depreciation
<TABLE>
<CAPTION>
Initial cost
To Partnership
Cost
Buildings Capitalized
and Related (Written Down)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
<S> <C> <C> <C> <C>
Cheyenne Woods Apartments
North Las Vegas $ 3,836,835 $ 586,939 $ 4,979,715 $ 424,426
Deerfield Apartments
Memphis, Tennessee 2,797,483 240,475 3,891,160 346,152
Greystone South Plaza 332,624
Lenexa, Kansas 3,605,000 1,287,000 3,449,282 (2,956,000)
Terrace Royal Apartments
Bothell, Washington 2,611,364 653,138 3,495,903 255,091
Totals $12,850,682 $ 2,767,552 $15,816,060 $(1,597,707)
</TABLE>
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1995
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>
Cheyenne Woods Apartments
North Las Vegas, $ 586,939 $ 5,404,141 $ 5,991,080 $1,270,892 1988 04/18/89 5-40
Deerfield Apartments
Memphis, Tennessee 240,475 4,237,312 4,477,787 854,278 1986 10/24/90 5-40
Greystone South Plaza
Lenexa, Kansas 498,635 1,614,271 2,112,906 531,556 1985 11/27/89 5-40
Terrace Royale Apartments
Bothell, Washington 653,138 3,750,994 4,404,132 1,048,983 1987-1988 11/01/88 5-40
Totals $1,979,18 $15,006,718 $16,985,905 $3,705,709
</TABLE>
Note H - Investment Properties and Accumulated Depreciation (continued)
In arriving at estimates of fair value for real estate assets, numerous factors
are considered, including market evaluations of the assets. Prior to the
implementation of FASB No. 121, the primary factor in determining the estimated
fair value of the properties was the net operating income of each property
capitalized at a rate deemed reasonable for the type of property adjusted for
market conditions, physical condition of the property and other factors to
assess whether any permanent impairment in value has occurred. During interim
periods, the Partnership reviewed property operations specifically to assess
whether any events (such as major tenant move outs, structural problems, or
market events) had transpired which would cause the Partnership to conclude that
a permanent impairment in value had occurred. Adjustments to these estimates
might have been necessary in the event that future economic conditions,
including occupancy and leasing rates, operating costs, interest rates, the
terms and availability of financing and other relevant factors varied
significantly from those assumed in earlier estimates. Due to continuing poor
occupancy levels existing at Renaissance Village, and in spite of the
Partnership's efforts to increase occupancy by offering rental concessions, the
General Partner concluded that a permanent impairment in value had occurred.
Based on the General Partners assessment of fair value, a write-down of
$1,362,212 was recorded as of December 31, 1994.
Note H - Investment Properties and Accumulated Depreciation (continued)
Reconciliation of Investment Properties and Accumulated Depreciation":
Years Ended December 31,
1995 1994
Investment Properties
Balance at beginning of year $21,512,953 $22,812,687
Property improvements 92,637 62,478
Sale of Renaissance (4,619,685) --
Provision for value impairment -- (1,362,212)
Balance at End of Year $16,985,905 $21,512,953
Accumulated Depreciation
Balance at beginning of year $ 3,870,303 $ 3,135,631
Additions charged to expense 652,447 734,672
Sale of Renaissance (817,041) --
Balance at End of Year $ 3,705,709 $ 3,870,303
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1995 is $20,181,752. The accumulated depreciation taken for
Federal income tax purposes at December 31, 1995 is $3,956,105.
Note I - Contingencies
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The General Partner of the Partnership 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 8. Changes and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
The Registrant has no officers or directors. The General Partner manages and
controls the Registrant and has general responsibility and authority in all
matters affecting its business.
The name of the directors and executive officers of United Investors Real
Estate, Inc. ("UIRE"), the Partnership's General Partner, as of December 31,
1995, their age and the nature of all positions with UIRE presently held by them
are set forth below. There are no family relationships between or among any
officers and directors.
Name Age Position
Carroll D. Vinson 55 President, Director
Robert D. Long, Jr. 28 Controller, Principal
Accounting Officer
William H. Jarrard, Jr. 49 Vice President
John K. Lines 36 Secretary
Kelley M. Buechler 38 Assistant Secretary
Carroll D. Vinson has been President of the General Partner and Metropolitan
Asset Enhancement, L.P. ("MAE") subsidiaries since August 1994. Prior to that,
during 1993 to August 1994, Mr. Vinson was affiliated with Crisp, Hughes & Co.
(regional CPA firm) and engaged in various other investment and consulting
activities. Briefly, in early 1993, Mr. Vinson served as President and Chief
Executive Officer of Angeles Corporation, a real estate investment firm. From
1991 to 1993, Mr. Vinson was employed by Insignia in various capacities
including Managing Director-President during 1991. From 1986 to 1990, Mr.
Vinson was President and Director of U.S. Shelter Corporation, a real estate
services company, which sold substantially all of its assets to Insignia in
December 1990.
Robert D. Long, Jr. is Controller and Principal Accounting Officer of the
General Partner and MAE subsidiaries. Prior to joining MAE in February 1994, he
was an auditor for the State of Tennessee and was associated with the accounting
firm of Harshman Lewis and Associates. He is a graduate of the University of
Memphis.
William H. Jarrard, Jr. is Vice President of the General Partner and MAE
subsidiaries and Managing Director - Partnership Administration of Insignia.
During the five years prior to joining Insignia in 1991, he served in a similar
capacity for U.S. Shelter. He was previously associated with the accounting
firm, Ernst & Whinney, for eleven years. Mr. Jarrard is a graduate of the
University of South Carolina and a certified public accountant.
John K. Lines has been Secretary of the General Partner and MAE subsidiaries
since August 1994 and General Counsel and Secretary of Insignia since July
1994. From May 1993 until June 1994, Mr. Lines was the Assistant General
Counsel and Vice President of Ocwen Financial Corporation in West Palm Beach,
Florida. From October 1991 until April 1993, Mr. Lines was a Senior Attorney
with Banc One Corporation in Columbus, Ohio. From May 1984 until October 1991,
Mr. Lines was employed as an associate with Squire Sanders & Dempsey in
Columbus, Ohio.
Kelley M. Buechler is Assistant Secretary of the General Partner and MAE
subsidiaries and Assistant Secretary of Insignia. During the five years prior
to joining Insignia in 1991, she served in a similar capacity for U.S. Shelter.
Ms. Buechler is a graduate of the University of North Carolina.
Item 10. Executive Compensation
None of the directors and officers of the General Partner received any
remuneration from the Registrant.
Item 11. Security Ownership of Certain Beneficial Owners and Management
Except as provided below, as of February, 1996, no person was known to by the
Registrant to be the beneficial owner of more than 5 percent (5%) of the Units
of the Partnership:
NAME AND ADDRESS NUMBER OF UNITS PERCENT OF
TOTAL
United Investors Real Estate, Inc. 3,926 10%
Item 12. Certain Relationships and Related Transactions
During 1995 and 1994, no distributions were made to the General Partner. For
a description of the distributions and the allocation of income and loss to
which the General Partner is entitled, reference is made to Note D of the
financial statements included in "Item 7" of this report.
The Registrant has property management agreements with an affiliate of
Insignia pursuant to which such affiliate has assumed direct responsibility for
day-to-day management of the Partnership's properties. This service includes
the supervision of leasing, rent collection, maintenance, budgeting, employment
of personnel, payment of operating expenses, etc. Insignia's affiliate received
property management fees equal to 5% of apartment revenues and 6% of commercial
revenues. During the twelve months ended December 31, 1995 and 1994, an
affiliate of Insignia received $180,452 and $187,351 in fees for property
management, respectively.
Pursuant to Section 9(e) of the Registrant's Agreement of Limited Partnership,
the General Partner may be reimbursed by the Registrant for certain of its
administrative costs. The Partnership shall reimburse the General Partner or
its affiliates the actual cost of goods, materials, and services obtained from
unaffiliated parties. Administrative services performed by the General Partner
or its affiliates shall be reimbursed at cost; provided, however, that the
amounts charged do not exceed the lesser of (1) the actual cost of such
services, or (2) 90% of the amount which the Partnership would be required to
pay to an independent party for comparable services in the same geographic
location.
For a further description of payments made by the Registrant to affiliates for
services and as reimbursement of certain expenses incurred by affiliates on
behalf of the Registrant, see Note E of the financial statements included in
"Item 7" of this report.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits: See Exhibit Index contained herein.
(b) Reports on Form 8-K filed in the fourth quarter of fiscal year 1995: None.
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.
UNITED INVESTORS GROWTH PROPERTIES
(A Missouri Limited Partnership)
By: United Investors Real Estate, Inc.,
a Delaware Corporation, its General
Partner
By: /s/ Carroll D. Vinson
Carroll D. Vinson
President
Date: March 12, 1996
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/ Carroll D. Vinson President March 12, 1996
Carroll D. Vinson
/s/ Robert D. Long, Jr. Controller and March 12, 1996
Robert D. Long, Jr. Principal Accounting
Officer
INDEX TO EXHIBITS
Exhibit
1.0 Form of Dealer Manager Agreement between the General Partner and the
Dealer Manager, including Form of Soliciting Broker Agreement;
incorporated by reference to Exhibit 1 to Registrant's Amendment to
Registration Statement (File No. 33-21114) previously filed on June
9, 1988.
1.1 Amendment to Dealer Manager Agreement; incorporated by reference to
Exhibit 1.1 to Post-Effective Amendment No. 2 to Registrant's
Registration Statement previously filed on March 21, 1989.
4.1 Form of Subscription Agreement; incorporated by reference as part of
the Prospectus of Registrant contained in Registrant's Amendment to
Registration Statement previously filed on June 9, 1988.
4.2 Form of Agreement of Limited Partnership of Registrant; incorporated
by reference as part of the Prospectus of Registrant contained in
Registrant's Amendment to Registration Statement previously filed on
June 9, 1988.
4.3 Seventh Amendment to Agreement of Limited Partnership of Registrant;
incorporated by reference to Exhibit 4.3 to Registrant's Quarterly
Report on Form 10-Q previously filed on May 15, 1989.
4.4 Agreement of Joint Venture of Renaissance Village Associates dated
March 22, 1991 between United Investors Growth Properties (A
Missouri Limited Partnership) and United Investors Growth Properties
II (A Missouri Limited Partnership); incorporated by reference to
Exhibit 4.4 to Registrant's Quarterly Report on Form 10-Q previously
filed on April 24, 1991.
10.1 Escrow Agreement among the Registrant, the General Partner, the
Dealer Manager, and Boston Safe Deposit & Trust Company;
incorporated by reference to Exhibit 10.1 to Registrant's Amendment
to Registration Statement previously filed on June 9, 1988.
10.1.1 Amendment to Escrow Agreement; incorporated by reference to Exhibit
10.1.1 to Registrant's Quarterly Report on Form 10-Q previously
filed on November 3, 1989.
10.2 Agreement of Purchase and Sale, dated June 9, 1988, with amendments
dated June 27, 1988 and July 5, 1988, respectively, between United
Investors Real Estate, Inc., as nominee for United Investors Growth
Properties, as purchaser, and Domion-Bothell Associates, as seller,
relating to Terrace Royale Apartments; incorporated by reference to
Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q
previously filed on August 11, 1988.
10.3 Promissory Note, dated October 3, 1988, between United Investors
Real Estate, Inc., as nominee for United Investors Growth
Properties, as borrower, and Confederation Life Insurance Company,
as lender; incorporated by reference to Exhibit 10.1 to Registrant's
Quarterly Report on Form 10-Q previously filed on November 14, 1988.
10.4 Deed of Trust, dated October 3, 1988, between United Investors Real
Estate, Inc., as nominee for United Investors Growth Properties, as
grantor, and Confederation Life Insurance Company, as beneficiary;
incorporated by reference to Exhibit 10.2 to Registrant's Quarterly
Report on Form 10-Q previously filed on November 14, 1988.
10.5 Agreement of Purchase and Sale, dated October 31, 1988, between
United Investors Real Estate, Inc., as purchaser and Cheyenne Woods
Limited Partnership, as seller, relating to Cheyenne Woods
Apartments; incorporated by reference to Exhibit 10.5 to Post-
Effective Amendment No. 1 to Registrant's Registration Statement
previously filed on February 1, 1989.
10.6 Promissory Note and Deed of Trust with respect to the Permanent Loan
on Cheyenne Woods Apartments; incorporated by reference to Exhibit
10.6 to Registrant's Current Report on Form 8-K previously filed on
April 28, 1989.
10.7 Agreement of Purchase and Sale, between United Investors Growth
Properties (A Missouri Limited Partnership), as purchaser, and
Central Life Assurance Company, as seller, executed by the parties
on August 11 and August 14, 1989, relating to Greystone South Plaza
Center, and amendments thereto; incorporated by reference to Exhibit
10.7 to Registrant's Current Report on Form 8-K previously filed on
December 12, 1989.
10.8 Promissory Note and First Mortgage and Security Agreement with
respect to the Permanent Loans on Greystone South Plaza Center;
incorporated by reference to Exhibit 10.8 to Registrant's Current
Report on Form 8-K previously filed on December 12, 1989.
10.8.1 Modification Agreement between United Investors Growth Properties
and Central Life Assurance Company with respect to the Permanent
Loans on Greystone South Plaza Center; incorporated by reference to
Exhibit 10.8.1 to Registrant's Quarterly Report on Form 10-Q
previously filed on August 13, 1991.
10.9 Master Lease dated November 27, 1989 between United Investors Growth
Properties and Central Life Assurance Company; incorporated by
reference to Exhibit 10.9 to Registrant's Current Report on Form 8-K
previously filed on December 12, 1989.
10.9.1 Lease Termination Agreement between United Investors Growth
Properties and Central Life Assurance Company, with respect to the
Master Lease dated November 27, 1989; incorporated by reference to
Exhibit 10.9.1 to Registrant's Quarterly Report on Form 10-Q
previously filed on November 12, 1991.
10.10 Agreement of Purchase and Sale, between United Investors Growth
Properties (A Missouri Limited Partnership), as purchaser, and
Deerfield Apartments Limited (A Tennessee Limited Partnership), as
seller, dated July 18, 1990, relating to Deerfield Apartments;
incorporated by reference to Exhibit 10.10 to Registrant's Quarterly
Report on Form 10-Q previously filed on August 15, 1990.
10.11 Promissory Note and Deed of Trust with respect to the Permanent Loan
on Deerfield Apartments; incorporated by reference to Exhibit 10.11
to Registrant's Quarterly Report on Form 10-Q previously filed on
November 8, 1990.
10.12 Standby Loan Commitment with respect to the financing of Deerfield
Apartments; incorporated by reference to Exhibit 10.12 to
Registrant's Quarterly Report on Form 10-Q previously filed on
November 8, 1990.
10.13 Agreement of Purchase and Sale, dated August 27, 1990, between
United Investors Real Estate, Inc., as purchaser, and Mueller
Development Company, as seller, relating to Renaissance Village
Apartments, and amendments thereto; incorporated by reference to
Exhibit 10.2 to Registrant's Post-Effective Amendment No. 1
Registration Statement (File No. 33-34111) of United Investors
Growth Properties II previously filed on December 6, 1990.
10.13.1 Seventh and Eighth Amendments to Agreement of Purchase and Sale
between United Investors Real Estate, Inc., as purchaser, and
Mueller Development Company, as seller, relating to Renaissance
Village Apartments; incorporated by reference to Exhibit 10.13.1 to
Registrant's Quarterly Report on Form 10-Q previously filed on April
24, 1991.
10.14 Promissory Note and Deed of Trust with respect to the Permanent Loan
on Renaissance Village Apartments; incorporated by reference to
Exhibit 10.14 to Registrant's Quarterly Report on Form 10-Q
previously filed on April 24, 1991.
10.15 Stock Purchase Agreement dated December 4, 1992 showing the purchase
of 100% of the outstanding stock of United Investors Real Estate,
Inc. by MAE GP Corporation; incorporated by reference to Exhibit
10.15 to Registrant's Current Report on Form 8-K previously filed on
January 14, 1993.
10.16 Purchase and Sale Agreement, made as of the 19th of July 1995, by
and between Kauri Investments, Ltd., a Washington corporation, and
Renaissance Village Associates, JV, a Kansas joint venture.
10.17 Amendment to Purchase and Sale Agreement, made as of the 10th day of
August, 1995, by and between Kauri Investments, Ltd., a Washington
corporation, and Renaissance Village Associates, JV, as Kansas joint
venture.
16.1 Letter of KPMG Peat Marwick to the Securities and Exchange
Commission included herein pursuant to the requirements of Item 304
(a) (3) of Regulation S-K; incorporated by reference to Exhibit 16.1
to Registrant's Current Report on Form 8-K previously filed on
October 22, 1990.
16.2 Letter of Mayer Hoffman McCann, 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 August 30, 1993.
27 Financial Data Schedule
99.1 Portions of Prospectus of Registrant dated June 13, 1988;
incorporated by reference to Exhibit 99.1 to Registrant's Report on
Form 10-K previously filed on March 6, 1991.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from United
Investors Growth Properties 1995 Year-End 10-KSB and is qualified in its
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000831663
<NAME> UNITED INVESTORS GROWTH PROPERTIES
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 199,622
<SECURITIES> 0
<RECEIVABLES> 103,286
<ALLOWANCES> 65,676
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 16,985,905
<DEPRECIATION> 3,705,709
<TOTAL-ASSETS> 14,037,901
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 13,037,425
0
0
<COMMON> 0
<OTHER-SE> 668,838
<TOTAL-LIABILITY-AND-EQUITY> 14,037,901
<SALES> 0
<TOTAL-REVENUES> 3,394,599
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,924,899
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,503,874
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (381,638)
<EPS-PRIMARY> (11.61)
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
