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 September 30, 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 1
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 September 30, At December 31,
1996 1995
Assets
Cash and cash equivalents $135,716 $165,643
Total Assets $135,716 $165,643
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $30,124 $32,468
Due to affiliates 65,440 51,236
Total Liabilities 95,564 83,704
Partners' Capital (Deficit):
General Partner (156,955) (156,537)
Limited Partners (Depository units:
6,500,000 authorized; 1,657,500 issued) 197,107 238,476
Total Partners' Capital 40,152 81,939
Total Liabilities and Partners' Capital $ 135,716 $165,643
Statement of Partners' Capital (Deficit)
For the nine months ended September 30, 1996
Limited General
Partners Partner Total
Balance at December 31, 1995 $238,476 $(156,537) $81,939
Net loss (41,369) (418) (41,787)
Balance at September 30, 1996 $197,107 $(156,955) $40,152
Statements of Operations
Three months ended Nine months ended
September 30, September 30,
1996 1995 1996 1995
Income
Interest income $ 1,863 $ 2,924 $ 5,825 $ 8,001
Total Income 1,863 2,924 5,825 8,001
Expenses
General and administrative 13,410 12,150 36,362 37,992
Investment management fee 3,750 3,750 11,250 11,250
Total Expenses 17,160 15,900 47,612 49,242
Net Loss $ (15,297) $ (12,976) $ (41,787) $ (41,241)
Net Loss Allocated:
To the General Partner $ (153) $ (129) $ (418) $ (412)
To the Limited Partners (15,144) (12,847) (41,369) (40,829)
$ (15,297) $ (12,976) $(41,787) $ (41,241)
Per limited partnership unit
(1,657,500 outstanding) $ (.01) $ (.01) $ (.03) $ (.03)
Statements of Cash Flows
For the nine months ended September 30, 1996 1995
Cash Flows From Operating Activities:
Net loss $(41,787) $(41,241)
Adjustments to reconcile net loss to net cash
used for operating activities:
Increase (decrease) in cash arising from changes in
operating assets and liabilities:
Accounts payable and accrued expenses (2,344) 1,932
Due to affiliates 14,204 11,150
Net cash used for operating activities (29,927) (28,159)
Net decrease in cash and cash equivalents (29,927) (28,159)
Cash and cash equivalents, beginning of period 165,643 215,521
Cash and cash equivalents, end of period $135,716 $187,362
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 September 30, 1996 and the results of operations and cash flows
for the nine months ended September 30, 1996 and 1995 and the statement of
partner's capital (deficit) for the nine months ended September 30, 1996.
Results of operations for the periods 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 September 30, 1996, the Partnership's cash balance totaled $135,716,
compared with $165,643 at December 31, 1995. The decrease is due to the payment
of Partnership administrative expenses.
Results of Operations
The Partnership reported net losses of $15,297 and $41,787 for the three and
nine months ended September 30, 1996, respectively, compared with net losses of
$12,976 and $41,241 for the corresponding periods in 1995. The slightly higher
net losses in the 1996 periods are primarily due to a decrease in interest
income. General and administrative expenses totaled $13,410 and $36,362 for
the three and nine months ended September 30, 1996, respectively, compared with
$12,150 and $37,992 for the corresponding periods in 1995. The slight decrease
in the nine-month period is due to lower audit fees.
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 September 30, 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: November 13, 1996 BY: /s/ Kenneth L. Zakin
Director and President
Date: November 13, 1996 BY: /s/ Daniel M. Palmier
Vice President and
Chief Financial Officer
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<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-END> Sep-30-1996
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