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Davidson Diversified Real Estate III LP · 10KSB · For 12/31/96

Filed On 3/25/97   ·   Accession Number 720392-97-8   ·   SEC File 0-15676

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  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

 3/25/97  Davidson Diversified RE III LP    10KSB      12/31/96    2:56K                                    Angeles Partners XII, LP

Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       25±   109K 
 2: EX-27       Financial Data Schedule                                2±     8K 


10KSB   —   Annual Report — Small Business
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Item 1. Description of Business
"Item 2. Description of Properties
"Item 2
"Item 3. Legal Proceedings
"Item 4. Submission of Matters to A Vote of Security Holders
"Item 5. Market for Partnership Equity and Related Partner Matters
"Item 6. Management's Discussion and Analysis or Plan of Operation
"Item 7
"Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
"Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(A) of the Exchange Act
"Item 10. Executive Compensation
"Item 11. Security Ownership of Certain Beneficial Owners and Management
"Item 12. Certain Relationships and Related Transactions
"Item 13. Exhibits and Reports on Form 8-K


FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) FORM 10-KSB [X] Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] For the fiscal year ended December 31, 1996 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 0-15676 DAVIDSON DIVERSIFIED REAL ESTATE III, L.P. (Name of small business issuer in its charter) Delaware 62-1242599 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Insignia Financial Plaza, P.O. Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (Zip Code) Issuer's telephone number (864) 239-1000 Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Units of Limited Partnership Interest (Title of class) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X] State issuer's revenues for its most recent fiscal year: $5,589,000 State the aggregate market value of the voting partnership interests held by non-affiliates computed by reference to the price at which the partnership interests were sold, or the average bid and asked prices of such partnership interests, as of December 31, 1996: 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 October 28, 1985 (included in Registration Statement, No. 2-99257, of Registrant) are incorporated by reference into Parts I and III. PART I ITEM 1. DESCRIPTION OF BUSINESS Davidson Diversified Real Estate III, L.P. (the "Registrant" or "Partnership") is a Delaware limited partnership organized in July 1985. The general partners of the Registrant are Davidson Diversified Properties, Inc., a Tennessee corporation ("Managing General Partner"); Freeman Equities, Limited, a Tennessee limited partnership ("Associate General Partner"); and David W. Talley and James T. Gunn (collectively, "Individual General Partners")(collectively, the "General Partners"). The offering of the Registrant's limited partnership units ("Units") commenced on October 28, 1985, and terminated on October 24, 1986. The Registrant received gross proceeds from the offering of $20,240,000 and net proceeds of $17,912,400. The Registrant's primary business is to operate and hold for investment existing income-producing residential real properties. Industry segment information is not relevant. The Registrant does not engage in any foreign operations nor derive any income from foreign sources. All of the net proceeds of the offering were invested in the Registrant's six properties, four of which have since been sold or foreclosed upon. See "Item 2. Description of Properties," below for a description of the Registrant's remaining properties. The Registrant receives income from its properties and is responsible for operating expenses, capital improvements and debt service payments under mortgage obligations secured by the properties. The Registrant financed its properties primarily through non-recourse debt. Therefore, in the event of default, the lender can generally look only to the subject property for recovery of amounts due. Both the income and expenses of operating the properties owned by the Registrant are subject to factors outside of the Registrant's control, such as over-supply of similar properties resulting from over-building, increases in unemployment or population shifts, reduced availability of permanent mortgage funds, changes in zoning laws, or changes in patterns or needs of users. In addition, there are inherent risks in owning and operating residential properties because such properties are susceptible to the impact of economic and other conditions outside of the control of the Registrant. At this time, it appears that the Partnership's investment objective of capital growth will not be attained. In addition, unless there is significant improvement in the performance of the Registrant's properties and the markets in which such properties are located, investors may not receive a return of a portion of their initial capital contributions. For the year ended December 31, 1996, the Registrant's properties accounted for, in the aggregate, in excess of 99% of the Registrant's gross revenues. Competition The real estate business is highly competitive. The Registrant's properties are subject to competition from similar properties in the vicinity in which each property is located. In addition, various limited partnerships have been formed by the General Partners and/or their affiliates to engage in business which may be competitive with the Registrant. Employees The Registrant has no employees. Management and administrative services are performed by Davidson Diversified Properties, Inc., the Managing General Partner, and affiliates of Insignia Financial Group, Inc. ("Insignia"). Effective January 1, 1992, affiliates of Insignia began providing property management and asset management services to the Registrant. See "Item 12. Certain Relationships and Related Transactions" for an enumeration of the affiliates and the compensation and reimbursement received from the Registrant during 1996 and 1995. ITEM 2. DESCRIPTION OF PROPERTIES: The following table sets forth the Registrant's investments in properties: [Download Table] Date of Property Purchase Type of Ownership Use Plainview Apartments 05/06/86 Fee ownership subject Apartment - Louisville, Kentucky to wraparound mortgage 480 units Salem Courthouse Apartments 11/30/85 Fee ownership subject Apartment - Indianapolis, Indiana to first and second 388 units mortgages SCHEDULE OF PROPERTIES: (dollar amounts in thousands) [Download Table] Gross Carrying Accumulated Useful Federal Property Value Depreciation Life Method Tax Basis Plainview $20,800 $ 8,116 5-25 years S/L $ 8,950 Salem Courthouse 12,813 5,535 5-25 years S/L 4,722 Totals $33,613 $13,651 $13,672 See "Note A" of the consolidated financial statements included in "Item 7" for a description of the partnership's depreciation policy. SCHEDULE OF MORTGAGES: (dollar amounts in thousands) [Download Table] Principal Principal Balance At Balance December 31, Interest Period Maturity Due At Property 1996 Rate Amortized Date Maturity Plainview 1st mortgage $15,336 9.33% (1) 11/15/10 $15,336 Salem Courthouse 1st mortgage 8,462 7.83% 28.67 yrs 10/15/03 7,513 2nd mortgage 271 7.83% (1) 10/15/03 271 24,069 Less unamortized discounts (133) Total $23,936 <FN> (1) Interest only payments The discount is reflected as a reduction of the mortgage notes payable and increases the effective rate of the debt to 8.13% for Salem Courthouse. SCHEDULE OF RENTAL RATES AND OCCUPANCY: Average Annual Average Rental Rates Occupancy Property 1996 1995 1996 1995 Plainview $6,672/unit $6,450/unit 94% 89% Salem Courthouse 5,915/unit 5,895/unit 93% 93% The Managing General Partner attributes the increase in occupancy and average rental rates at Plainview Apartments to rebuilt amenities at the clubhouse including an indoor pool and sauna. 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 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 tenant leases 10% or more of the available space. Real estate taxes and rates in 1996 for each property were: (dollar amounts in thousands) 1996 1996 Taxes Rate Plainview $149 1.1% Salem Courthouse 254 9.2% ITEM 3. LEGAL PROCEEDINGS The Registrant is unaware of any pending or outstanding litigation that is not of a routine nature. The Managing General Partner of the Registrant believes that all such pending or outstanding litigation will be resolved without a material adverse effect upon the business, financial condition, or operations of the Partnership. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Unit holders of the Registrant did not vote on any matter during the fourth quarter of the fiscal year covered by this report. PART II ITEM 5. MARKET FOR PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS There is no established market for the Units and it is not anticipated that any will occur in the foreseeable future. As of January 1996, there were 1,382 holders of record owning an aggregate of 1,011.5 Units. Pursuant to the terms of the Partnership Agreement, there are restrictions on the ability of the Limited Partners to transfer their Units. In all cases, the General Partners must consent to any transfer. There were no distributions of cash from operations for the years ending December 31, 1995 and 1996. There are no material restrictions upon the Registrant's present or future ability to make distributions in accordance with the provisions of the Registrant's Partnership Agreement. ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION RESULTS OF OPERATIONS The Partnership realized a net loss of $940,000 for the year ended December 31, 1996, compared to a net loss of $997,000 for the year ended December 31, 1995. The net loss decreased primarily due to the non-recurring casualty gain recognized in 1996 relating to the Plainview Apartments fire and hail damage (See "Note G" to the Consolidated Financial Statements in "Item 7"). Rental revenues increased slightly to $5,156,000 for the year ended December 31, 1996, compared to $4,883,000 for the year ended December 31, 1995 due to the increased occupancy and average rental rates at Plainview discussed in "Item 2" above. Maintenance expenses increased $193,000 or 27.4% for the year ended December 31, 1996, compared to the year ended December 31, 1995, due to parking lot repairs and various interior and exterior building repairs at Plainview Apartments and major landscaping improvements, repairs for a gas leak and swimming pool repairs at Salem Courthouse Apartments. Also during 1996, Salem Courthouse performed various exterior building repairs including balcony and stairway renovations. The casualty loss recognized during the year ended December 31, 1995, resulted from negotiations with the insurance carrier that modified the scope of the clubhouse replacement and adjusted the insurance proceeds to be received by $51,000, offset by recognition of $25,000 of deferred gain. The casualty gain for the year ended December 31, 1996, related to the recognition of $10,000 of the deferred gain and a $201,000 gain relating to fire and hail damage at Plainview Apartments (See "Note G" to the Consolidated Financial Statements in "Item 7"). The loss on disposal of property for the years ended December 31, 1995 and 1996, relates to roof replacements at Plainview Apartments. Included in maintenance expense for 1996 is approximately $294,000 of major repairs and maintenance comprised primarily of major landscaping expenses, swimming pool repairs, exterior building repairs and parking lot repairs. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the rental market environment of each of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels, and protecting the Partnership from increases in expenses. As part of this plan, the Managing General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, due to changing market conditions which can result in the use of rental concessions and rental reductions to offset softening market conditions, there is no guarantee that the Managing General Partner will be able to sustain such a plan. LIQUIDITY AND CAPITAL RESOURCES On November 15, 1995, the Partnership refinanced the mortgage encumbering Plainview Apartments. The total indebtedness refinanced was $15,336,000, of which $14,500,000 represented principal and $836,000 represented accrued interest. The refinancing replaced the aforementioned indebtedness which carried a stated interest rate of 9.33% and a maturity date of June 20, 1995. The new mortgage indebtedness carries the original stated interest rate and requires interest-only payments through the maturity date of November 15, 2010. Loan costs paid in 1995 for the refinancing totaled $216,000. To facilitate the refinancing of Plainview Apartments during 1995, the property was placed into a lower-tier partnership known as Plainview Apartments, L.P. in 1994 in which Davidson Diversified Real Estate III is the 99.99% limited partner. Davidson Diversified Real Estate III retained substantially all economic benefits of the property. The Partnership held unrestricted cash of $465,000 at December 31, 1996, compared to unrestricted cash of $541,000 at December 31, 1995. The decrease in net cash provided by operating activities for the year ended December 31, 1996, was primarily due to an increase in operating and maintenance expenses at both properties. Net cash used in investing activities increased for the year ended December 31, 1996, primarily due to an increase in the net deposits to restricted escrows and a decrease in insurance proceeds received during the year. Net cash used in financing activities decreased for the year ended December 31, 1996, due to the non-recurring nature of the loan costs associated with the debt refinancing at Plainview Apartments in 1995. 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 indebtedness of $23,936,000, net of discount, is amortized over varying periods as previously discussed in "Item 2. Description of Properties." The mortgage notes require balloon payments at dates ranging from October 15, 2003, to November 15, 2010, by which time the General Partner intends to sell or refinance the individual properties. Future cash distributions will depend on the levels of net cash generated from operations, refinancings, property sales and the availability of these funds. ITEM 7. FINANCIAL STATEMENTS DAVIDSON DIVERSIFIED REAL ESTATE III, L.P. LIST OF CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Auditors Consolidated Balance Sheet - December 31, 1996 Consolidated Statements of Operations - Years ended December 31, 1996 and 1995 Consolidated Statement of Changes in Partners' Deficit - Years ended December 31, 1996 and 1995 Consolidated Statements of Cash Flows - Years ended December 31, 1996 and 1995 Notes to Consolidated Financial Statements Report of Ernst & Young LLP, Independent Auditors The Partners Davidson Diversified Real Estate III, L.P. We have audited the accompanying consolidated balance sheet of Davidson Diversified Real Estate III, L.P. as of December 31, 1996, and the related consolidated statements of operations, changes in partners' deficit and cash flows for each of the two years in the period ended December 31, 1996. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Partnership's management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Davidson Diversified Real Estate III, L.P. as of December 31, 1996, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. /s/ ERNST & YOUNG LLP Greenville, South Carolina January 25, 1997 DAVIDSON DIVERSIFIED REAL ESTATE III, L.P. CONSOLIDATED BALANCE SHEET (in thousands, except unit data) December 31, 1996 Assets Cash: Unrestricted $ 465 Restricted-tenant security deposits 117 Accounts receivable 5 Escrows for taxes 130 Restricted escrows 254 Other assets 437 Investment properties (Notes B and F): Land $ 2,821 Buildings and related personal property 30,792 33,613 Less accumulated depreciation (13,651) 19,962 $21,370 Liabilities and Partners' Deficit Liabilities Accounts payable $ 191 Tenant security deposits 118 Accrued interest 89 Accrued taxes 267 Other liabilities 220 Mortgage notes payable (Note B) 23,936 Partners' Deficit General partners $ (69) Limited partners (1,011.5 units issued and outstanding) (3,382) (3,451) $21,370 See Accompanying Notes to Consolidated Financial Statements DAVIDSON DIVERSIFIED REAL ESTATE III, L.P. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except unit data) Years Ended December 31, 1996 1995 Revenues: Rental income $ 5,156 $ 4,883 Other income 433 469 Total revenues 5,589 5,352 Expenses: Operating 1,697 1,589 General and administrative 173 158 Maintenance 897 704 Depreciation 1,352 1,283 Interest 2,183 2,163 Property taxes 413 396 Total expenses 6,715 6,293 Casualty events (Note G) 211 (26) Loss on disposal of property (25) (30) Net loss $ (940) $ (997) Net loss allocated to general partners (2%) $ (19) $ (20) Net loss allocated to limited partners (98%) (921) (977) $ (940) $ (997) Net loss per limited partnership unit $(910.53) $(965.79) See Accompanying Notes to Consolidated Financial Statements DAVIDSON DIVERSIFIED REAL ESTATE III, L.P. CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT (in thousands, except unit data) Limited Partnership General Limited Units Partners Partners Total Original capital contributions 1,013 $ 1 $ 20,240 $ 20,241 Partners' deficit at December 31, 1994 1,011.5 $ (30) $ (1,484) $ (1,514) Net loss for the year ended December 31, 1995 -- (20) (977) (997) Partners' deficit at December 31, 1995 1,011.5 (50) (2,461) (2,511) Net loss for the year ended December 31, 1996 -- (19) (921) (940) Partners' deficit at December 31, 1996 1,011.5 $ (69) $ (3,382) $ (3,451) See Accompanying Notes to Consolidated Financial Statements DAVIDSON DIVERSIFIED REAL ESTATE III, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) [Download Table] Years Ended December 31, 1996 1995 Cash flows from operating activities: Net loss $ (940) $ (997) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 1,352 1,283 Amortization of discounts and loan costs 64 51 Casualty (gain) loss (211) 26 Loss on disposal of property 25 30 Change in accounts: Restricted cash (7) (4) Accounts receivable 24 3 Escrows for taxes (57) 30 Other assets 4 16 Accounts payable 115 (6) Accrued property taxes 4 (1) Tenant security deposit liabilities 8 3 Accrued interest -- 97 Other liabilities 82 (38) Net cash provided by operating activities 463 493 Cash flows from investing activities: Property improvements and replacements (710) (755) Deposits to restricted escrows (355) (144) Receipts from restricted escrows 284 165 Insurance proceeds from property damage 343 430 Net cash used in investing activities (438) (304) Cash flows from financing activities: Payments on mortgage notes payable (101) (93) Loan costs -- (216) Net cash used in financing activities (101) (309) Net decrease in cash (76) (120) Cash at beginning of period 541 661 Cash at end of period $ 465 $ 541 Supplemental disclosure of cash flow information: Cash paid for interest $ 2,119 $ 2,015 <FN> See Accompanying Notes to Consolidated Financial Statements DAVIDSON DIVERSIFIED REAL ESTATE III, L.P. SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY Interest Reclassification As a result of the refinancing of the Plainview Apartments mortgage on November 7, 1995, $836,000 of accrued interest was reclassified to mortgage principal for the year ended December 31, 1995, as discussed in "Note C". See Accompanying Notes to Consolidated Financial Statements NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION Davidson Diversified Real Estate III, L.P. (the "Partnership") is a Delaware limited partnership organized in July 1985, to acquire and operate residential and commercial real estate properties. The Partnership owns and operates two apartment complexes located in Kentucky and Indiana. PRINCIPLES OF CONSOLIDATION The financial statements include all the accounts of the Partnership and the 99.99% owned lower-tier partnerships. All significant interpartnership balances have been eliminated. To facilitate the refinancings of Salem Courthouse and Plainview Apartments in 1993 and 1994, respectively, the properties were placed into lower-tier partnerships known as Salem Courthouse, L.P. and Plainview, L.P., respectively. Davidson Diversified Real Estate III is the 99.99% limited partner in both lower tier partnerships and retained substantially all economic benefits of the properties. The minority interests in the lower-tier partnerships are immaterial. ALLOCATIONS TO PARTNERS Net income (other than that arising from the occurrence of a sale or disposition) and net loss shall be allocated 2% to the General Partners and 98% to the Limited Partners. Net income arising from the occurrence of a sale or disposition shall be allocated as follows: First, to each Partner having a negative balance in his capital account, an amount of such net income (limited to such negative balance) in the same ratio as the negative balance in such Partner's capital account bears to the aggregate of the negative balances in all Partners' capital accounts; Second, the remainder of such net income, if any, shall be allocated 2% to the General Partners and 98% to the Limited Partners until the capital account balance of each Limited Partner shall equal an amount equal to the excess, if any, of (A) the sum of such Limited Partner's original invested capital, as defined, plus an amount equal to an 8% per annum cumulative noncompounded return on such Limited Partner's adjusted invested capital (commencing on the last day of the calendar quarter in which such Limited Partner's contribution of original invested capital is received by the Partnership), over (B) distributions previously made to such Limited Partner in payment of such amounts. Third, the remainder of such net income, if any, shall be allocated 15% to the General Partners and 85% to the Limited Partners. INVESTMENT PROPERTIES During 1995 the Partnership adopted "FASB Statement 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 recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. The impairment loss is measured by comparing the fair value of the asset to its carrying amount. The effect of adoption was not material. DEPRECIATION Depreciation is calculated using the straight-line method over an estimated life of 25 years for buildings and improvements and 5 to 15 years for furniture and fixtures. For Federal income tax purposes, the accelerated cost recovery method is used (1) for real property over 18 years for additions after March 15, 1984, and before May 9, 1985, and 19 years for additions after May 8, 1985, and before January 1, 1987, and (2) for personal property over 5 years for additions prior to January 1, 1987. As a result of the Tax Reform Act of 1986, for additions after December 31, 1986, the modified accelerated cost recovery method is used for depreciation of (1) real property additions over 27 1/2 years, and (2) personal property additions over 7 years. ADVERTISING The Partnership expenses the costs of advertising as incurred. Advertising expense, included in operating expenses, was $83,000 and $71,000 for the years ended December 31, 1996 and 1995, respectively. CASH The Partnership considers only unrestricted cash to be cash. At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits. RESTRICTED ESCROWS 1) CAPITAL IMPROVEMENT RESERVES At the time of the 1993 refinancing of the Salem Courthouse mortgage note payable, approximately $176,000 of the proceeds were designated for a "Capital Improvement Reserve" for certain capital improvements. At December 31, 1996, the remaining reserve balance was $5,000. The capital improvements are anticipated to be completed in calendar year 1997 and any excess funds will be released for property operations. 2) RESERVE ACCOUNT In addition to the Capital Improvement Reserve, a general operating reserve account of approximately $114,000 was established with the refinancing proceeds for the refinanced property. These funds were established to fund necessary repairs and replacements of investment property, debt service, out-of-pocket expenses incurred for ordinary and necessary administrative tasks, and payment of real property taxes and insurance premiums. The Partnership was required to deposit net operating income (as defined in the mortgage note) from the refinanced property to the reserve account until the reserve account equalled $400 per apartment unit or approximately $155,000 in total. At December 31, 1996, the balance in the reserve account was $164,000 including interest earned on the reserves. 3) PROJECT IMPROVEMENT ACCOUNT Plainview Apartments has a project improvement account which holds insurance proceeds received after the 1994 clubhouse fire. The funds are used to make repairs and improvements to the clubhouse. At December 31, 1996, the balance in the project improvement account was $15,000. LOAN COSTS Loan costs of $559,000 less accumulated amortization of $122,000, included in other assets, are amortized on a straight-line basis over the life of the respective loans. The amortization expense is included in interest expense. LEASES The Partnership generally leases apartment units for twelve-month terms or less. RESTRICTED CASH - TENANT SECURITY DEPOSITS The Partnership requires security deposits from all apartment lessees for the duration of the lease and considers the deposits to be restricted cash. Deposits are refunded when the tenant vacates the apartment if there has been no damage to the unit. USE OF ESTIMATES The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. RECLASSIFICATIONS Certain reclassifications have been made to the 1995 balances to conform to the 1996 presentation. 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. The carrying amounts of variable-rate mortgages approximate fair value due to frequent re-pricing (see "Note B"). NOTE B - MORTGAGE NOTES PAYABLE (dollar amounts in thousands) The principal terms of mortgage notes payable are as follows: [Download Table] Principal Monthly Principal Balance At Payment Stated Balance December 31, Including Interest Maturity Due At Property 1996 Interest Rate Date Maturity Plainview Apartments $15,336 $119(1) 9.33% 11/15/10 $15,336 Salem Courthouse 1st mortgage 8,462 64 7.83% 10/15/03 7,513 2nd mortgage 271 2(1) 7.83% 10/15/03 271 24,069 Less unamortized discounts (133) Totals $23,936 $23,120 <FN> (1) Interest only payments. The Partnership exercised an interest rate buy-down option for Salem Courthouse when the debt was refinanced, reducing the stated rate from 8.13% to 7.83%. The fee for the interest rate reduction amounted to $177,000 and is being amortized as a mortgage discount on the interest method over the life of the loan. The unamortized discount fee is reflected as a reduction of the mortgage notes payable and increases the effective rate of the debt to 8.13%. Scheduled principal payments of mortgage notes payable subsequent to December 31 are as follows: Years Ending December 31, 1997 $ 109 1998 118 1999 128 2000 138 2001 149 Thereafter 23,427 $24,069 Mortgages are collateralized by the related property and improvements of the Partnership. Certain of the notes require prepayment penalties if repaid prior to maturity. The carrying value of the Partnership's aggregate mortgages approximates their estimated fair value. NOTE C - REFINANCING On November 15, 1995, the Partnership refinanced the mortgage encumbering Plainview Apartments. The total indebtedness refinanced was $15,336,000, of which $14,500,000 represented principal and $836,000 represented accrued interest. The refinancing replaced the aforementioned indebtedness which carried a stated interest rate of 9.33% and a maturity date of June 20, 1995. The new mortgage indebtedness carries the original stated interest rate and requires interest-only payments through the maturity date of November 15, 2010. Total loan costs incurred in 1995 for the refinancing totaled $216,000 and are included in other assets. NOTE D - INCOME TAXES (dollar amounts in thousands, except unit data) The Partnership has received a ruling from the Internal Revenue Service that it is classified as a partnership for Federal income tax purposes. Accordingly, no provision for income taxes is made in the consolidated financial statements of the Partnership. Taxable income or loss of the Partnership is reported in the income tax returns of its partners. Differences between the net loss as reported and Federal taxable loss result primarily from (1) amortization of present value discounts, (2) depreciation over different methods and lives and on differing cost bases of investment properties, (3) change in rental income received in advance, (4) casualty gain (loss) on property damages, and (5) gain (loss) on disposition of property. (dollar amounts in thousands, except unit data) The following is a reconciliation of reported net loss and Federal taxable loss: 1996 1995 Net loss as reported $ (940) $ (997) Add (deduct) Depreciation differences (35) (73) Unearned income (10) (91) Amortization (3) (4) Disposition of property (145) 56 Other 28 19 Federal taxable loss $ (1,105) $ (1,090) Federal taxable loss per limited partnership unit $(1,070.45) $(1,055.04) The following is a reconciliation between the Partnership's reported amounts and Federal tax basis of net liabilities: Net deficit as reported $(3,451) Land and buildings 640 Accumulated depreciation (6,930) Syndication 1,621 Distribution fees 1,051 Other 2 Net deficit - Federal tax basis $(7,067) NOTE E - TRANSACTIONS WITH AFFILIATED PARTIES (dollar amounts in thousands) Affiliates of Insignia Financial Group, Inc. ("Insignia") own the Partnership's Managing General Partner. 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. The Partnership Agreement provides for payments for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. The following payments were made to affiliates of Insignia in 1996 and 1995: 1996 1995 Property management fees $ 277 $ 261 Reimbursement for services of affiliates 174 114 Included in reimbursement for services of affiliates above are $46,000 and $24,000 for the years ending December 31, 1996 and 1995, respectively, for reimbursements for construction oversight costs related to the Partnership's capital improvement and major repair projects. The Partnership insures its properties under a master policy through an agency and insurer unaffiliated with the Managing General Partner. An affiliate of the Managing General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the Managing General Partner who receives payment on these obligations from the agent. The amount of the Partnership's insurance premiums accruing to the benefit of the affiliate of the Managing General Partner by virtue of the agent's obligations is not significant. NOTE F - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION (dollar amounts in thousands) [Download Table] Initial Cost To Partnership Buildings Cost and Related Capitalized Personal Subsequent to Description Encumbrances Land Property Acquisition Salem Courthouse Apartments Indianapolis, Indiana $ 8,733 $ 774 $11,198 $ 841 Plainview Louisville, Kentucky 15,336 2,047 16,584 2,169 Totals $24,069 $2,821 $27,782 $3,010 [Enlarge/Download Table] Gross Amount At Which Carried At December 31, 1996 Buildings And Related Personal Accumulated Date of Date Depreciable Description Land Property Total Depreciaion Construction Acquired Life-Years Salem Courthouse $ 774 $12,039 $12,813 $ (5,535) 1978 11/85 5-25 Phase I 1973 05/86 Plainview 2,047 18,753 20,800 (8,116) Phase II 05/86 5-25 1978 Totals $2,821 $30,792 $33,613 $(13,651) Reconciliation of "Investment Properties and Accumulated Depreciation": Years Ended December 31, 1996 1995 Investment Properties Balance at beginning of year $33,183 $ 32,504 Property improvements 710 755 Disposition of apartment property (42) (76) Removal for casualty event (238) -- Balance at End of Year $33,613 $ 33,183 Accumulated Depreciation Balance at beginning of year $12,412 $ 11,175 Additions charged to expense 1,352 1,283 Disposition of apartment property (17) (46) Removal for casualty event (96) -- Balance at end of year $13,651 $ 12,412 The aggregate cost of the real estate for Federal income tax purposes at December 31, 1996 and 1995, is $34,253,000 and $33,886,000. The accumulated depreciation taken for Federal income tax purposes at December 31, 1996 and 1995, is $20,581,000 and $19,195,000. NOTE G - DAMAGES In November 1994, the clubhouse at Plainview Apartments sustained extensive damage due to an electrical fire. The insurance proceeds to be received subsequent to December 31, 1994, were originally estimated at $500,000. The destroyed clubhouse had a net book value of $263,000 resulting in a casualty gain of $237,000. A receivable for the estimated proceeds, along with the retirement of the clubhouse's net book value and $202,000 of the corresponding casualty gain was recognized at December 31, 1994. The remaining $35,000 of the $237,000 casualty gain was deferred at December 31, 1994, due to related expenses expected to be incurred during the coming year that were not reimbursable by insurance. During the year ended December 31, 1995, the Partnership recognized $25,000 of the deferred gain and reduced its estimate of the casualty gain by $51,000 due to negotiations with the insurance carrier which modified the scope of the clubhouse replacement and reduced the insurance proceeds to be received. The Partnership received approximately $430,000 of the insurance proceeds during 1995. During the year ended December 31, 1996, the Partnership recognized the remaining $10,000 of the deferred gain. As of December 31, 1996, all insurance proceeds relating to the fire had been received. In May 1996, Plainview sustained hail damage to many of the roofs on the property. Insurance proceeds received in connection with this casualty were approximately $220,000 and were deposited in an escrow held by the mortgage company. Payments are being made from the escrow as the roofs are repaired. At December 31, 1996, approximately $71,000 remains in the escrow. The insurance proceeds received approximated the estimated cost of the roof replacements. In September 1996, Plainview Apartments incurred damage to eight apartment units as the result of a fire at the property. Insurance proceeds received related to the fire approximated $123,000. Total insurance proceeds received approximated the estimated cost of replacing the damaged property. As a result of the 1996 casualty events, investment property with a replacement cost of approximately $343,000 and a net book value of approximately $142,000 was replaced. Accordingly, a casualty gain of $201,000 was recorded during 1996. ITEM 8. CHANGES IN 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 names of the directors and executive officers of Davidson Diversified Properties, Inc., ("DDPI") the Partnership's Managing General Partner as of December 31, 1996, their ages and the nature of all positions with DDPI presently held by them are as follows: Name Age Position Carroll D. Vinson 56 President Robert D. Long, Jr. 29 Controller and Principal Accounting Officer William H. Jarrard, Jr. 50 Vice President John K. Lines 37 Secretary Kelley M. Buechler 39 Assistant Secretary Carroll D. Vinson has been President of Metropolitan Asset Enhancement, L.P., and subsidiaries since August of 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. Robert D. Long, Jr. is Controller and Principal Accounting Officer. Prior to joining Metropolitan Asset Enhancement, L.P., and subsidiaries, he was an auditor for the State of Tennessee and was associated with the accounting firm of Harshman Lewis and Associates. William H. Jarrard, Jr. has been Managing Director - Partnership Administration of Insignia since January 1991. Mr. Jarrard served as Managing Director - Partnership Administration and Asset Management from July 1994 until January 1996. John K. Lines has been General Counsel of Insignia since June 1994 and General Counsel and Secretary 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 Attorney with Squire Sanders & Dempsey in Columbus, Ohio. Kelley M. Buechler is Assistant Secretary of Insignia. During the five years prior to joining Insignia in 1991, she served in a similar capacity for U.S. Shelter. ITEM 10. EXECUTIVE COMPENSATION The Registrant was not required to and did not pay remuneration to officers and/or directors of the Managing General Partner during 1996 or 1995. See "Item 12". below and "Note E" of the Notes to the Consolidated Financial Statements for a discussion of compensation and reimbursements paid to the General Partners and certain affiliates. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT As of February 1997, no security holder was known by Registrant to be the beneficial owner of more than 5% of the Units of Registrant. As of February 1997, no director or officer of the Managing General Partner owns, nor do the directors or officers as a whole own more than 1% of the Registrant's Units. No such director or officer had any right to acquire beneficial ownership of additional Units of the Registrant. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Davidson Diversified Properties, Inc., the Managing General Partner of the Registrant, is owned by MAE GP Corporation, which is wholly owned by Metropolitan Asset Enhancement, L.P., an affiliate of Insignia. Effective December 31, 1991, the majority of general partner and limited partner interests in Freeman Equities, Ltd., the Associate General Partner, were acquired by MAE Investments, Inc. and Insignia Jacques-Miller, L.P., respectively, both of whom are affiliates of Insignia. Effective January 1, 1992, services for partnership administration, asset management, and investor relations were assumed by affiliates of Insignia. The management fees paid to Insignia affiliates in 1996 and 1995 were $277,000 and $261,000 respectively. Reimbursements for administrative services paid to Insignia affiliates in 1996 and 1995 were $174,000 and $114,000, respectively. ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report. (b) No Reports on Form 8-K were filed during the fourth quarter of 1996. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DAVIDSON DIVERSIFIED REAL ESTATE III By: Davidson Diversified Properties, Inc., Managing General Partner By: /s/Carroll D. Vinson Carroll D. Vinson President Date: March 25, 1997 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 Carroll D. Vinson /s/Robert D. Long, Jr. Controller and Principal Robert D. Long, Jr. Accounting Officer EXHIBIT INDEX EXHIBIT NO. 3 Partnership Agreement dated July 8, 1985 and amended as of October 9, 1985 is incorporated by reference to Exhibit A to the Prospectus of the Registrant dated October 28, 1985 as filed with the Commission pursuant to Rule 424(b) under the Act. 3A Second Amendment dated April 1, 1986 to the Partnership Agreement dated July 8, 1985 as amended October 9, 1985 is incorporated by reference to Exhibit 3A to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1986. 4 Certificate of Limited Partnership dated June 28, 1985 is incorporated by reference to Exhibit 4 to the Registrant's Registration Statement on Form S-11 (Registration No. 2-99257). 10A Property Management Agreement dated July 26, 1985 between the Registrant and Harvey Freeman & Sons, Inc., is incorporated by reference to Exhibit 10B to Amendment No. 1 to the Registrant's Registration Statement on Form S-11 (Registration No. 2-99257). 10B Agreement Among Agents dated November 1, 1983 by and among Harvey Freeman & Sons, Inc., Harvey Freeman & Sons, Inc. of Arkansas, Harvey Freeman & Sons, Inc. of Florida, Harvey Freeman & Sons, Inc. of Georgia, Harvey Freeman & Sons, Inc. of Indiana, Harvey Freeman & Sons, Inc. of Kentucky, Harvey Freeman & Sons, Inc. of Mississippi, Harvey Freeman & Sons, Inc. of North Carolina, Harvey Freeman and Sons, Inc. of Ohio and Harvey Freeman & Sons, Inc. of South Carolina is incorporated by reference to Exhibit 10C to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1983. 10C Acquisition and Disposition Services Agreement dated October 28, 1985 between the Registrant and Criswell Freeman Company is incorporated by reference to Exhibit 10D to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1985. 10D Contract for Sale of Real Estate for Salem Courthouse Apartments dated September 25, 1985 between Salem-Oxford Associates, an Indiana limited partnership and Tennessee Trust Company, Trustee, is incorporated by reference to Exhibit 10(a) to the Registrant's Current Report on Form 8-K dated December 2, 1985. 10E First Amendment to Contract for Sale of Real Estate dated October 29, 1985 between Salem Courthouse Associates, an Indiana limited partnership and Tennessee Trust Company is incorporated by reference to Exhibit 10(b) to the Registrant's Current Report on Form 8-K dated December 2, 1985. 10F Assignment of Contract for Sale of Real Estate dated November 20, 1985 between Tennessee Trust Company, Trustee and the Registrant is incorporated by reference to Exhibit 19(c) to the Registrant's Current Report on Form 8-K dated December 2, 1985. 10G Mortgage Note dated December 2, 1985 payable to BAncOhio National Bank executed by the Registrant is incorporated by reference to Exhibit 10H to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1985. 10H Real Estate Mortgage and Security Agreement dated December 2, 1985 to BAncOhio National Bank executed by the Registrant is incorporated by reference to Exhibit 10I to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1985. 10I Promissory Note dated December 2, 1985 payable to Freeman Mortgage Corporation executed by the Registrant is incorporated by reference to Exhibit 10J to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1985. 10J Note executed by the Registrant payable to Phoenix Mutual Life Insurance Company dated March 28, 1986 relating to Salem Courthouse Apartments, is incorporated by reference to Exhibit 10J to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1986. 10K Mortgage and Security Agreement executed by the Registrant to Phoenix Mutual Life Insurance Company dated March 28, 1986 relating to Salem Courthouse Apartments, is incorporated by reference to Exhibit 10K to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1986. 10L Contract for Sale of Real Estate for Plainview Apartments dated November 11, 1985 between NTS-Plainview Partners, a Kentucky limited partnership and Tennessee Trust Company, a Tennessee corporation, is incorporated by reference to Exhibit 10(a) to the Registrant's Current Report on Form 8-K dated May 6, 1986. 10M Assignment of Contract for Sale of Real Estate dated May 2, 1986 between Tennessee Trust Company, a Tennessee corporation and the Registrant is incorporated by reference to Exhibit 10(b) to the Registrant's Current Report on Form 8-K dated May 6, 1986. 10N Amendment and Reinstatement of Contract for Sale of Real Estate dated April 15, 1986 between NTS-Plainview Partners and Tennessee Trust company is incorporated by reference to Exhibit 10(c) to the Registrant's Current Report on Form 8-K dated May 6, 1986. 10O Mortgage Note dated May 6, 1986 executed by the Registrant payable to NTS-Plainview partners, a Kentucky limited partnership, is incorporated by reference to Exhibit 10(f) to the Registrant's Current Report on Form 8-K dated May 6, 1986. 10P Mortgage and Security Agreement dated May 6, 1986 executed by the Registrant to NTS-Plainview Partners, a Kentucky limited partnership, is incorporated by reference to Exhibit 10(g) to the Registrant's Current Report on Form 8-K dated May 6, 1986. 10Q Agreement for Purchase and Sale of Woodbridge Apartments dated April 4, 1986 between Regal Oaks Associates, an Illinois general partnership and Tennessee Trust Company, a Tennessee corporation, is incorporated by reference to Exhibit 10(a) to the Registrant's Current Report on Form 8-K dated May 30, 1986. 10R Assignment of Agreement dated May 30, 1986 between Tennessee Trust Company, a Tennessee corporation and the Registrant is incorporated by reference to Exhibit 10(b) to the Registrant's Current Report on Form 8-K dated May 30, 1986. 10S Memorandum of Understanding amount SEC Realty Corp., Tennessee Properties, L.P., Freeman Mortgage Corporation, J. Richard Freeman, W. Criswell Freeman and Jacques-Miller Properties, Inc. is incorporated by reference to Exhibit 10II to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988. 10T Partnership Administration and Consultation Agreement among Freeman Properties, Inc., Freeman Diversified Properties, Inc., Residual Equities Limited and Jacques-Miller Properties, Inc. is incorporated by reference to Exhibit 10JJ to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988. 10U Termination Agreement, dated December 31, 1991 among Jacques-Miller, Inc., Jacques-Miller Property Management, Davidson Diversified Properties, Inc., and Supar, Inc. is incorporated by reference to Exhibit 10KK to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1991. 10V Assignment of Limited Partnership Interest of Freeman Equities, Limited, dated December 31, 1991 between Davidson Diversified Properties, Inc. and Insignia Jacques-Miller, L.P. is incorporated by reference to Exhibit 10LL to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1991. 10W Assignment of General Partner Interests of Freeman Equities, Limited, dated December 31, 1991 between Davidson Diversified Properties, Inc. and MAE GP Corporation is incorporated by reference to Exhibit 10MM to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1991. 10X Stock certificate, dated December 31, 1991 showing ownership of 1,000 shares of Davidson Diversified Properties, Inc. by MAE GP Corporation is incorporated by reference to Exhibit 10NN to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1991. 10Y Notice of Trustee's Sale of Real Estate in the Matter of Foreclosure of the Deed of Trust of Davidson Diversified Real Estate III, L.P. (regarding Woodbridge Apartments). 10Z Contracts related to refinancing of debt: (a) First Mortgage and Security Agreement dated September 30, 1993 between Salem Courthouse, L.P. and Lexington Mortgage Company, a Virginia Corporation, securing Salem Courthouse. (b) Seconds Mortgage and Security Agreement dated September 30, 1993 between Salem Courthouse, L.P. and Lexington Mortgage Company, a Virginia Corporation, securing Salem Courthouse. (c) First Assignments of Leases and Rents dated September 30, 1993 between Salem Courthouse, L.P. and Lexington Mortgage Company, a Virginia Corporation, securing Salem Courthouse. (d) Second Assignments of Leases and Rents dated September 30, 1993 between Salem Courthouse, L.P. and Lexington Mortgage Company, a Virginia Corporation, securing Salem Courthouse. (e) First Mortgage Note dated September 30, 1993 between Salem Courthouse, L.P. and Lexington Mortgage Company, relating to Salem Courthouse. (f) Second Mortgage Note dated September 30, 1993 between Salem Courthouse, L.P. and Lexington Mortgage Company, relating to Salem Courthouse. 10AA Amended, Restated and Substituted Mortgage Note dated November 15, 1995, executed by Plainview Apartments, L.P. payable to NTS- Plainview Associates. 10BB Assignment of Leases, Rents, and Profits dated November 15, 1995, executed by Plainview Apartments, L.P. to Nationwide Life Insurance Co. and West Coast Life Insurance Co. 16 Letter from the Registrant's former independent accountant regarding its concurrence with the statements made by the Registrant is incorporated by reference to the exhibit filed with Form 8-K dated September 30, 1992. 22 Subsidiaries. 27 Financial Data Schedule 99A Agreement of Limited Partnership for Davidson III GP Limited Partnership between Davidson Diversified Properties, Inc. and Davidson Diversified Real Estate III. 99B Agreement of Limited Partnership for Salem Courthouse L.P. between Davidson III GP Limited Partnership and Davidson Diversified Real Estate III, L.P. entered into on September 15, 1993.

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10KSB Filing   Date   Other Filings
1/1/92
9/30/92
9/15/93
9/30/93
12/31/94
6/20/95
11/7/95
11/15/95
12/31/9510KSB
For The Period Ended12/31/96
1/25/97
Filed On / Filed As Of3/25/97
12/31/9710KSB
10/15/038-K
11/15/10
 
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