WINTHROP GROWTH INVESTORS I LTD PARTNERSHIP
10-Q, 1995-05-15
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-Q
                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended March 31, 1995            Commission File Number 2-84760
                      --------------                                   -------
                                  
               WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP


           Massachusetts                               04-2839837           
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)



  One International Place, Boston, MA                                02110      
(Address of principal executive offices)                           (Zip Code)


Registrant's telephone number, including area code     (617) 330-8600




Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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_________





<PAGE>



PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
STATEMENTS OF OPERATIONS



<TABLE>
For the Three Months Ended March 31,
(Unaudited) (Note 1)                                                                 1995                 1994


<S>                                                                        <C>                     <C>        
Rental                                                                     $    1,581,788          $ 1,500,551
   Interest on short-term investments                                              12,205               17,669
   Other                                                                           67,041               60,464
                                                                              -----------          -----------
                                                                                1,661,034            1,578,684
                                                                              -----------          -----------

Expenses
   Leasing                                                                         57,868               41,154
   General & administrative                                                        89,334               53,902
   Management fees                                                                 82,046               80,145
   Utilities                                                                      161,231              147,567
   Repairs and maintenance                                                        299,698              270,891
   Insurance                                                                       67,958               56,961
   Taxes                                                                          134,002              133,665
                                                                              -----------          -----------
Total operating expenses                                                          892,137              784,285

Other expenses
   Depreciation                                                                   409,180              407,800
   Amortization                                                                    25,319               31,003
   Interest expense                                                               477,501              522,831
   Other expenses                                                                  23,361               75,680
                                                                              -----------          -----------
Total expenses                                                                  1,827,498            1,821,599
                                                                              -----------          -----------

Net loss                                                                      $  (166,464)         $  (242,915)
                                                                              ===========          =========== 

Net loss allocated:

   General Partners                                                           $   (16,646)         $   (24,292)
   Limited Partners                                                              (149,818)            (218,623)
                                                                              -----------          ----------- 
                                                                              $  (166,464)         $  (242,915)
                                                                              ===========          =========== 

Net loss per unit outstanding - L.P.                                        $       (6.47)       $       (9.45)
                                                                            =============        ============= 
</TABLE>

                       See notes to Financial Statements.

<PAGE>



BALANCE SHEETS


<TABLE>

                                                                               March 31,         December 31,
                                                                                 1995                 1994
                                                                               (Unaudited)          (Audited)  
- -

                                     ASSETS

Investment in Real Estate
<S>                                                                          <C>                  <C>         
   Land                                                                      $  4,015,369         $  4,015,369
   Buildings and improvements                                                  37,350,835           37,218,583
                                                                             ------------         ------------
                                                                               41,366,204           41,233,952

        Less accumulated depreciation                                          17,193,025           16,783,845
                                                                             ------------         ------------
                                                                               24,173,179           24,450,107

Cash and cash equivalents                                                         738,798              923,214
Tenant security deposits - funded                                                 198,716              125,295
Accounts receivable and other receivables                                          22,937               27,542
Escrow accounts                                                                   406,802              250,622
Reserve accounts                                                                  439,754              413,464
Deferred costs, net of accumulated amortization
 of $948,042 and $922,723                                                       1,095,679            1,120,998
Prepaid expenses and other assets                                                 147,656              199,999
                                                                             ------------         ------------
Total Assets                                                                 $ 27,223,521         $ 27,511,241
                                                                             ============         ============
</TABLE>

                       LIABILITIES AND PARTNERS' CAPITAL
<TABLE>

<S>                                                                          <C>                  <C>         
   Mortgage payable                                                          $ 20,556,788         $ 20,711,814

Other liabilities
   Accounts payable                                                               108,581              105,449
   Tenant security deposits                                                       143,562              133,245
   Accrued expenses and other liabilities                                         414,259              343,958
                                                                             ------------         ------------
Total Liabilities                                                              21,223,190           21,294,466

Partners' Capital
   Limited Partners                                                             7,130,545            7,330,343
   General Partners                                                            (1,130,214)          (1,113,568)
                                                                             ------------         ------------ 
Total Partners' Capital                                                         6,000,331            6,216,775

Total Liabilities and Partners' Capital                                      $ 27,223,521         $ 27,511,241
                                                                             ============         ============
</TABLE>

                       See notes to Financial Statements.

<PAGE>



STATEMENTS OF CASH FLOWS



<TABLE>
For the Three Months Ended
March 31, 1995 and 1994 (Unaudited)                                                  1995                 1994

<S>                                                                            <C>                  <C>        
   Cash flows from operating activities:
        Net loss                                                               $ (166,464)          $ (242,915)
        Adjustments to reconcile net loss to
         net cash provided by operating activities:
        Depreciation and amortization                                             434,499              438,803
        Changes in assets and liabilities:
           (Increase) decrease in tenant security
            deposits - funded                                                     (73,421)              67,444
           Decrease (increase) in accounts receivable and
            other receivables                                                       4,605              (25,102)
           Increase in escrow accounts                                           (156,180)             (15,246)
           Decrease in prepaid expenses and other assets                           52,343              151,946
           Increase (decrease) in accounts payable                                  3,132              (33,208)
           Increase in tenant security deposits                                    10,317                3,453
           Increase in accrued expenses and other liabilities                      70,301               57,260
                                                                              -----------          -----------

     Net cash provided by operating activities                                    179,132              402,435

Cash flows from investing activities:
   Additions to buildings and improvements                                       (132,252)             (26,800)
   Increase in reserve accounts                                                   (26,290)             (25,975)
                                                                              -----------          ----------- 

   Net cash used in investing activities                                         (158,542)             (52,775)

Cash flows from financing activities:
   Principal payments on mortgage                                                (155,026)          (1,053,783)
   Cash distributions paid to partners                                            (49,980)             (50,002)
                                                                             ------------         ------------ 

     Net cash used in financing activities                                       (205,006)          (1,103,785)
                                                                             ------------         ------------ 

Net decrease in cash and cash equivalents                                        (184,416)            (754,125)

Cash and cash equivalents, beginning                                              923,214            2,394,552
                                                                             ------------         ------------

Cash and cash equivalents, end                                               $    738,798         $  1,640,427
                                                                             ============         ============


Supplemental disclosure of cash flow information:
Cash paid for interest                                                       $    477,501         $    522,831
                                                                             ============         ============

</TABLE>

                       See notes to Financial Statements.

<PAGE>



STATEMENTS OF CHANGES IN PARTNERS' CAPITAL



<TABLE>
                                                     Units of
For the Three Months Ended                            Limited           General          Limited
March 31, 1995 and 1994                           Partnership         Partners'        Partners'             Total
(Unaudited) (Note 1)                                 Interest           Capital          Capital           Capital


<S>                                                    <C>          <C>               <C>               <C>      
Balance, December 31, 1994                             23,139       (1,113,568)       7,330,343         6,216,775

Net loss                                                               (16,646)        (149,818)         (166,464)

Distributions                                                            -              (49,980)          (49,980)
                                                     --------       ----------       ----------        ---------- 

Balance, March 31, 1995                                23,139       (1,130,214)       7,130,545         6,000,331
                                                     ========       ==========       ==========        ==========


Balance, December 31, 1993                             23,139      $(1,036,192)     $ 8,226,672       $ 7,190,480

Net loss                                                               (24,292)        (218,623)         (242,915)

Partner distributions                                                     -             (50,002)          (50,002)
                                                   ----------      -----------      -----------       ----------- 

Balance, March 31, 1994                                23,139      $(1,060,484)     $ 7,958,047       $ 6,897,563
                                                   ==========      ===========      ===========       ===========

</TABLE>

                       See notes to Financial Statements.

<PAGE>



NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1995
(Unaudited)



1.      ACCOUNTING AND FINANCIAL REPORTING POLICIES

The  condensed  consolidated  financial  statements  included  herein  have been
prepared by the Registrant, without audit, pursuant to the rules and regulations
of the  Securities  and Exchange  Commission.  The  Registrant's  accounting and
financial   reporting   policies  are  in  conformity  with  generally  accepted
accounting  principles  and include  adjustments in interim  periods  considered
necessary  for a  fair  presentation  of  the  results  of  operations.  Certain
information and footnote disclosures normally included in consolidated financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed or omitted  pursuant to such rules and  regulations.  It is
suggested that these  consolidated  financial  statements be read in conjunction
with the  consolidated  financial  statements and notes thereto  included in the
Registrant's latest annual report on Form 10-K.

The accompanying  consolidated  financial  statements  reflect the Partnership's
results of operations for an interim period and are not  necessarily  indicative
of the results of operations for the year ending December 31, 1995.


2.      CASH AVAILABLE FOR DISTRIBUTION

The Managing  General  Partner  determined  it to be in the best interest of the
Partnership  to retain  cash  available  for  distribution  from July 1, 1987 to
December 31, 1990 in order to increase the Partnership's  operating reserves. In
1991,  Management  began  to  distribute  cash  available  for  distribution.  A
distribution   of  $49,980  was  paid  in  the  quarter  ended  March  31,  1995
representing cash available for distribution from the prior quarter.


3.      TAXABLE INCOME

The  Partnership's  results of  operations on a tax basis are expected to differ
from net income for financial reporting purposes primarily due to the accounting
differences in the recognition of depreciation and amortization.



ITEM 2. -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND
           RESULTS OF OPERATIONS

The  Partnership  operated at a net loss of $166,464  for the three months ended
March 31,  1995,  compared to a net loss of $242,915  for the three months ended
March 31, 1994.  Excluding non-cash items such as depreciation and amortization,
however,  the  Partnership's  properties have, in the aggregate,  generated cash
flow,  which the  Partnership  has used to make  improvements to the properties,
principal   payments  on  the  loans   encumbering   the   properties  and  cash
distributions to limited partners.

The  Partnership's  income  increased  by 5.2%  for the  first  quarter  of 1995
compared to the first quarter of 1994,  primarily as a result of a 5.4% increase
in rental income. On an aggregate basis, average rents at the Partnership's four
properties have increased by 3.4% since the first quarter of 1994. While overall
average occupancy declined slightly from 92% to 91%, the Partnership was able to
significantly  reduce the level of tenant  concessions,  especially at Stratford
Place  Apartments.  Occupancy  improved at Stratford  Place (from90% to 96%) and
Sunflower  (from 91% to 93%) but was lower at Meadow Wood (86%  compared to 93%)
and Stratford Village (87% compared to 94%).

The direct operating costs of the Partnership's  properties  increased by 13.8%,
primarily  as a result  of a  one-time  fee that  was paid to a  consultant  for
reducing  the  1994  through  1996  real  estate  tax  liability  of some of the
Partnership's  properties.  This  payment  is  reflected  in  the  Partnership's
"General  &  Administrative"   expense  for  the  quarter.   In  addition,   the
Partnership's  utility  expense  increased  by 9.3% and repairs and  maintenance
expense  increased  by  10.6%,  primarily  as  a  result  of  additional  carpet
replacements in apartment  units.  Interest  expense declined as a result of the
Partnership's  significantly  reducing the  principal  balance of the  Sunflower
mortgage  loan  as part of a  restructuring  of the  loan  during  1994.  "Other
expenses" were lower  primarily  because the  Partnership had not recognized the
expense of  completing  the audits for the  Partnership  and certain  lower-tier
partnerships as of March 31, 1995 while these costs had been  recognized  during
the first quarter of 1994.

The Dallas (Sunflower) and Gaithersburg,  Maryland (Stratford Place) markets are
currently stable.  The submarket of Jacksonville in which Meadow Wood is located
has weakened  somewhat as indicated by the  property's  lower  occupancy for the
quarter.  Competition  in the  Montgomery,  Alabama,  market in which  Stratford
Village is located has  increased  dramatically  with the addition of over 1,000
new apartment units to the market over the last year. The Partnership  continues
to make capital improvements to the properties to enhance their  competitiveness
within  their  local  markets.   The  Partnership   spent  $132,252  on  capital
improvements  during the first  quarter of 1995 compared to $26,800 in the first
quarter of 1994. At two of the properties (Meadow Wood and Stratford Village), a
portion of the capital  improvements  is funded by replacement  reserves held by
the mortgage lenders, with the balance being funded from operations. The balance
of  these  replacement   reserves  was  $439,754  at  March  31,  1995.  Capital
improvements from the other two properties are funded entirely from operations.

The  results of  operations  in future  quarters  may differ from the results of
operations  for the quarter ended March 31, 1995,  due to inflation and changing
economic  conditions  which could  affect  occupancy  levels,  rental  rates and
operating expenses.


<PAGE>




PART II - OTHER INFORMATION

NOT APPLICABLE

SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                          WINTHROP GROWTH INVESTORS 1
                              LIMITED PARTNERSHIP
                                  (Registrant)


                                            BY:  TWO WINTHROP PROPERTIES, INC.
                                                 Managing General Partner


DATED: May 12, 1995                         By:  /s/ Jonathan W. Wexler
                                                 Jonathan W. Wexler
                                                 Chief Financial Officer



DATED: May 12, 1995                         By:  /s/ Richard J. McCready
                                                 Richard J. McCready
                                                 Vice President


<PAGE>


SUPPLEMENTARY INFORMATION REQUIRED
PURSUANT TO SECTION 9.4 OF THE PARTNERSHIP AGREEMENT




March 31, 1995
(Unaudited)


1.  Statement of Cash Available for Distribution for the
        three months ended March 31, 1995:

<TABLE>
        <S>                                                                                   <C>       
        Net loss                                                                              $(166,464)
        Add:   Amortization charges to income not affecting
               cash available for distribution                                                   10,783
               Net loss from the Properties                                                     154,760
               Cash from reserves                                                                50,901
                                                                                              ---------

        Cash Available for Distribution                                                       $  49,980
                                                                                              =========

        Distributions allocated to Limited Partners                                           $  49,980
</TABLE>


2.      Fees and other  compensation  paid or accrued by the  Partnership to the
        General  Partners,  or their  affiliates,  during the three months ended
        March 31, 1995:


<TABLE>

Entity Receiving                                       Form of
Compensation                                      Compensation                                Amount


<S>                                        <C>                                                   <C>    
Winthrop Management                        Property Management Fee                            $82,046
</TABLE>


All other  information  required  pursuant  to  Section  9.4 of the  Partnership
Agreement  is set  forth in the  attached  Report  on Form  10-Q or  Partnership
Report.

<TABLE> <S> <C>

    <ARTICLE>                                                      5
    <LEGEND>
    This schedule contains summary financial information
    extracted from unaudited financial statements for the
    three month period ending March 31, 1995 and is
    qualified in its entirety by reference to such financial
    statements.
    </LEGEND>
    <CIK>                                                 0000722565
    <NAME>  Winthrop Growth Investors 1 L.P.
    <MULTIPLIER>                                                   1
    <CURRENCY>                                          U.S. DOLLARS
           
    <S>                                                <C>
    <PERIOD-TYPE>                                      3-MOS
    <FISCAL-YEAR-END>                                    DEC-31-1994
    <PERIOD-START>                                       JAN-01-1995
    <PERIOD-END>                                         MAR-31-1995
    <EXCHANGE-RATE>                                          1.00000
    <CASH>                                                   738,798
    <SECURITIES>                                                   0
    <RECEIVABLES>                                                  0
    <ALLOWANCES>                                                   0
    <INVENTORY>                                                    0
    <CURRENT-ASSETS>                                       2,311,544
    <PP&E>                                                41,366,204
    <DEPRECIATION>                                        17,193,025
    <TOTAL-ASSETS>                                        27,223,521
    <CURRENT-LIABILITIES>                                    666,402
    <BONDS>                                               20,556,788
    <COMMON>                                                       0
                                              0
                                                        0
    <OTHER-SE>                                             6,000,331
    <TOTAL-LIABILITY-AND-EQUITY>                          27,223,521
    <SALES>                                                        0
    <TOTAL-REVENUES>                                       1,661,034
    <CGS>                                                          0
    <TOTAL-COSTS>                                            892,137
    <OTHER-EXPENSES>                                         457,860
    <LOSS-PROVISION>                                               0
    <INTEREST-EXPENSE>                                       477,501
    <INCOME-PRETAX>                                         (166,464)
    <INCOME-TAX>                                                   0
    <INCOME-CONTINUING>                                     (166,464)
    <DISCONTINUED>                                                 0
    <EXTRAORDINARY>                                                0
    <CHANGES>                                                      0
    <NET-INCOME>                                            (166,464)
    <EPS-PRIMARY>                                             (6.470)
    <EPS-DILUTED>                                              0.000
            
    
</TABLE>


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