PRINCIPAL GROWTH MORTGAGE INVESTORS FUND L P SERIES I
10-Q, 1996-05-09
REAL ESTATE
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                United States Securities and Exchange Commission
                             Washington, D.C. 20549
                                
                                   FORM 10-Q
                                
(Mark One)
         X   Quarterly Report Pursuant to Section 13 or 15(d) of the
             Securities Exchange Act of 1934

             For the Quarterly Period Ended March 31, 1996
                                
                                       or

             Transition Report Pursuant to Section 13 or 15(d) of the
             Securities Exchange Act of 1934

             For the Transition period from ______  to ______

                        Commission File Number: 33-17660


            PRINCIPAL GROWTH MORTGAGE INVESTORS FUND, L.P., SERIES I
              Exact Name of Registrant as Specified in its Charter
                                
                                
       Delaware
                                                        13-3466206
State or Other Jurisdiction of
Incorporation or Organization                I.R.S. Employer Identification No.


3 World Financial Center, 29th Floor,
New York, NY    Attn: Andre Anderson
                                                           10285
Address of Principal Executive Offices                   Zip Code

                                 (212) 526-3237
               Registrant's Telephone Number, Including Area Code
                                

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 ____
                                


                                
Balance Sheets                                  At March 31,    At December 31,
                                                       1996               1995
Assets
Cash and cash equivalents                        $  149,681         $  165,643

        Total Assets                             $  149,681         $  165,643

Liabilities and Partners' Capital

Liabilities:
Accounts payable and accrued expenses                30,705             32,468
Due to affiliates                                    51,464             51,236

        Total Liabilities                            82,169             83,704

Partners' Capital (Deficit):
   General Partner                                 (156,681)          (156,537)
   Limited Partners (Depositary units:
   (6,500,000 authorized; 1,657,500 issued)         224,193            238,476

        Total Partners' Capital                      67,512             81,939

        Total Liabilities and Partners' Capital  $  149,681         $  165,643




Statement of Partners' Capital (Deficit)
For the three months ended  March 31, 1996

                                         Limited       General
                                        Partners       Partner        Total

Balance at December 31, 1995           $ 238,476   $  (156,537)   $   81,939
Net loss                                 (14,283)         (144)      (14,427)
Balance at March 31, 1996              $ 224,193   $  (156,681)   $   67,512



Statements of Operations
For the three months ended March 31,                    1996             1995

Income
Interest income                                    $   2,091        $   3,051
   Total Income                                        2,091            3,051

Expenses
General and administrative                         $  12,768        $  12,582
Investment management fee                              3,750            3,750
   Total Expenses                                     16,518           16,332

        Net Loss                                   $ (14,427)       $ (13,281)

Net Loss Allocated:
To the General Partner                             $    (144)       $    (133)
To the Limited Partners                              (14,283)         (13,148)
                                                   $ (14,427)       $ (13,281)
Per limited partnership unit
  (1,657,500 outstanding)                              $(.01)           $(.01)



Statements of Cash Flows
For the three months ended March 31,                     1996            1995

Cash Flows From Operating Activities:
Net loss                                            $ (14,427)       $ (13,281)
Increase (decrease) in cash arising from
changes in operating assets and liabilities:
     Accounts payable and accrued expenses             (1,763)          (1,951)
     Due to affiliates                                    228           (1,350)
Net cash and used for operating activities            (15,962)         (16,582)
Net decrease in cash and cash equivalents             (15,962)         (16,582)

Cash and cash equivalents, beginning of period        165,643          215,521
Cash and cash equivalents, end of period             $149,681         $198,939



Notes to the Financial Statements

The unaudited interim financial statements should be read in conjunction with
the Partnership's annual 1995 audited financial statements within Form 10-K.

The unaudited financial statements include all adjustments which are, in the
opinion of management, necessary to present a fair statement of financial
position as of March 31, 1996 and the results of operations and cash flows for
the three months ended March 31, 1996 and 1995 and the statement of changes in
partners' capital (deficit) for the three months ended March 31, 1996. Results
of operations for the period are not necessarily indicative of the results to
be expected for the full year.

No significant events have occurred subsequent to fiscal year 1995, and no
material contingencies exist which would require disclosure in this interim
report per Regulation S-X, Rule 10-01, Paragraph (a)(5).



Part I, Item 2 .Management's Discussion and Analysis of Financial
                Condition and Results of Operations

Liquidity and Capital Resources

The Partnership's zero coupon second mortgage loan (the "Loan") funded to
Colonial Gold Limited Partnership, in the original principal amount of
$14,314,950, was secured by a second mortgage on One Financial Plaza (the
"Property"), a 26-story office building and parking garage located in Hartford,
Connecticut. The Loan was subordinate to a non-recourse first mortgage held by
Principal Mutual Life Insurance Company (the "First Mortgagee") in the original
amount of $87,750,000.  Several events occurred which negatively impacted the
operations of the Property and resulted in defaults by the Borrower under the
terms of its first mortgage loan and the Partnership's second mortgage loan. On
December 2, 1993, the Property was transferred to the First Mortgagee pursuant
to a foreclosure.  Reference is made to the Partnership's 1995 Annual Report on
Form 10-K for a comprehensive discussion of the events leading up to the
foreclosure.

In the absence of any viable alternatives, the General Partner negotiated an
agreement (the "Agreement") with the First Mortgagee, the Borrower and the
third mortgagee to obtain compensation for permitting the First Mortgagee to
achieve an orderly foreclosure of the Property.  The agreement called for the
First Mortgagee to pay the Partnership $350,000 following the transfer of title
to the First Mortgagee, which took place on December 2, 1993.  Pursuant to the
terms of the Agreement, the Partnership received $100,000 on March 7, 1994, and
$250,000 on December 7, 1994.  The General Partner is currently winding up the
affairs of the Partnership and will utilize these funds, as well as any funds
remaining in its cash reserve, to satisfy the Partnership's outstanding
liabilities and will thereafter liquidate the Partnership.

As of March 31, 1996, the Partnership's cash balance totaled $149,681, largely
unchanged from $165,643 at December 31, 1995.

Results of Operations

The Partnership reported a net loss of $14,427 for the three months ended March
31, 1996, compared with a net loss of $13,281 for the corresponding period in
1995.  The slightly larger net loss in the 1996 period is primarily due to a
decrease in interest income.  The reduction on interest income is primarily due
to the Partnership's lower average cash balance during the three months ended
March 31, 1996 compared to a year earlier. Partnership expenses for the first
quarter of 1996 remained largely unchanged from the 1995 first quarter.



Part II        Other Information

Items 1-5      Not applicable.

Item 6         Exhibits and reports on Form 8-K.

               (a)  Exhibits -

               (27) Financial Data Schedule

               (b)  Reports on Form 8-K - No reports on Form 8-K were
                    filed during the quarter ended March 31, 1996.


                           SIGNATURES

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.



                         PRINCIPAL GROWTH MORTGAGE INVESTORS
                         FUND, L.P., SERIES 1

                    BY:  PRINCIPAL GROWTH REALTY FUNDING, INC.
                         General Partner



Date: May 3, 1996        BY:  /s/ Kenneth L. Zakin
                                  Director and President




Date: May 3, 1996        BY:  /s/ Daniel M. Palmier
                                  Vice President and
                                  Chief Financial Officer


<TABLE> <S> <C>

<ARTICLE>                     5
       
<S>                           <C>
<PERIOD-TYPE>                 3-mos
<FISCAL-YEAR-END>             Dec-31-1996
<PERIOD-END>                  Mar-31-1996
<CASH>                        149,681
<SECURITIES>                  0
<RECEIVABLES>                 0
<ALLOWANCES>                  0
<INVENTORY>                   0
<CURRENT-ASSETS>              0
<PP&E>                        0
<DEPRECIATION>                0
<TOTAL-ASSETS>                149,681
<CURRENT-LIABILITIES>         82,169
<BONDS>                       0
<COMMON>                      0
         0
                   0
<OTHER-SE>                    67,512
<TOTAL-LIABILITY-AND-EQUITY>  149,681
<SALES>                       0
<TOTAL-REVENUES>              2,091
<CGS>                         0
<TOTAL-COSTS>                 0
<OTHER-EXPENSES>              16,518
<LOSS-PROVISION>              0
<INTEREST-EXPENSE>            0
<INCOME-PRETAX>               0
<INCOME-TAX>                  0
<INCOME-CONTINUING>           0
<DISCONTINUED>                0
<EXTRAORDINARY>               0
<CHANGES>                     0
<NET-INCOME>                  (14,427)
<EPS-PRIMARY>                 (.01)
<EPS-DILUTED>                 0
        

</TABLE>


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