OWENS MORTGAGE INVESTMENT FUND
10-Q, 1995-05-12
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM l0-Q

                   Quarterly Report Under Section 13 or 15(d)
                     of The Securities Exchange Act of 1934

                        For Quarter Ended March 31, 1995

                         Commission file number O-17248


                        OWENS MORTGAGE INVESTMENT FUND,
                        a California Limited Partnership
             (Exact Name of Registrant as specified In Its charter)


      California                                              68-0023931
(State or other jurisdiction                                I.R.S. Employer
of incorporation or organization)                         Identification No.)


2221 OlympIc Boulevard
Walnut Creek, California                                         94595
(Address of principal executive office)                        (Zip Code)

Registrant's Telephone number,
including area code                                          (510) 935-3840



        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


                         OWENS MORTGAGE INVESTMENT FUND
                       (A California Limited Partnership)

             BALANCE SHEETS -- MARCH 31, 1995 AND DECEMBER 31, 1994


                                                    March 31      December 31
                                                      1995            1994
                                                      ----            ----
ASSETS
Cash and cash equivalents (Note 2)               $  4,693,573      $  1,640,818
Certificates of Deposit                             1,100,000         1,100,000
Loans secured by trust deeds (Notes 2 and 3)      145,172,983       145,050,213
less:  Allowance for loan losses (Note 2)          (2,750,000)       (2,750,000)
Real estate held for sale (Note 5)                  7,117,121         4,628,325
Unsecured Loan to General Partner (Note 4)            775,020         1,249,989
Interest receivable                                 1,268,990         1,193,764
                                                  -----------       -----------
Total Assets                                     $157,377,687      $152,625,997
                                                  ===========       ===========


                        LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Accrued distributions payable                    $    477,978      $    446,625
Mortgage payable (Note 5)                             398,312                 0
Accounts payable                                       33,916           332,644
Deferred interest                                      75,085                 0
                                                  -----------       -----------
Total Liabilities                                     985,291           779,269
                                                  -----------       -----------

PARTNERS' CAPITAL:
General partners (Note 6)                           1,494,074         1,448,360
Limited partners (Note 6)                         154,898,322       150,358,368
                                                  -----------       -----------
Total Partners' Capital                           156,392,396       151,846,728
                                                  -----------       -----------
Total Liabilities and Partners' Capital          $157,377,687      $152,625,997
                                                  ===========       ===========

                  The accompanying notes are an integral part
                         of these financial statements.



<PAGE>



                         OWENS MORTGAGE INVESTMENT FUND
                       (A California Limited Partnership)

                              STATEMENTS OF INCOME

               FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994

                                                   FOR THE THREE MONTHS ENDED
                                                  March 31            March 31
                                                    1995                1994
                                                    ----                ----
  REVENUES:
        Interest income on loans
           secured by trust deeds               $ 3,830,641         $ 3,741,138
        Other interest income                        33,058              20,659
                                                 ----------          ----------
        Total revenues                          $ 3,863,699         $ 3,761,797
                                                 ----------          ----------

OPERATING EXPENSES:
        Management Fees (Note 6)                $   268,237         $   490,945
        Promotional interest (Note 3)                22,148              20,312
        Administrative                               14,129              14,129
        Legal and accounting                         22,750              42,986
        Real Estate Owned expenses                   54,857              10,758
        Other                                             0               9,670
                                                 ----------          ----------
        Total operating expenses                $   382,121         $   588,800
                                                 ----------          ----------
        Net income                              $ 3,481,578         $ 3,172,997
                                                 ==========          ==========
        Net income allocated to
          general partner                       $    34,078         $    31,076
                                                 ==========          ==========
        Net income allocated to
          limited partners                      $ 3,447,500         $ 3,141,921
                                                 ==========          ==========

      Net income per limited partnership
          unit (Note 8)                            $.022                $.022
                                                    ====                 ====

              The accompanying notes are an integral part of these
                             financial statements.


<PAGE>


                         OWENS MORTGAGE INVESTMENT FUND
                       (A California Limited Partnersbip)

                            STATEMENTS OF CASH FLOWS

               For the Three Months Ended March 31, 1995 and 1994

                                                      March 31        March 31
                                                        1995            1994
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income                                    $  3,481,578    $  3,172,997

Adjustments to reconcile net Income
  to net cash provided by operating activities
     (Increase) in interest receivable                  (75,226)        (18,959)
     Increase (decrease) in accrued distribution
       payable                                           31,353          11,112
     Increase (decrease) in accounts payable           (298,728)        (37,982)
     Increase (decrease) in deferred interest            75,085         (15,254)
                                                    -----------     -----------
     Total adjustment                                  (267,516)        (61,083)
                                                    -----------     -----------
     Net cash provided by operating activities        3,214,062       3,111,914
                                                    -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of loans secured by  trust deeds     (11,481,679)     (8,692,930)
     Principal collected                                892,446         433,219
     Loan payoffs                                    10,945,432       7,139,597
     Investments in real estate                      (2,094,484)              0
     Investments in Certificiates of Deposit (net)            0        (100,000)
                                                    -----------     -----------
     Net cash provided by (used in)
       investing activities                          (1,738,285)       (987,114)
                                                    -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from sale of partnership Units          4,894,455       5,288,531
     Cash distributions                              (1,405,094)     (1,292,901)
     Capital withdrawals                             (2,425,271)     (3,029,673)
                                                    -----------     -----------
     Net cash provided by (used in)
       financing activities                           1,064,090         965,957
                                                    -----------     -----------

INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                         2,539,867       3,090,760
CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                                 2,153,706       1,640,818
                                                    -----------     -----------

CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                                    $  4,693,573    $  4,731,578
                                                    ===========     ===========

                     The accompanying notes are an integral
                      part of these financial statements.


<PAGE>


                         OWENS MORTGAGE INVESTMENT FUND
                       (A California Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1995


(1)    ORGANIZATION AND OPERATIONS

     Owens Mortgage  Investment  Fund (the  Partnership),  a California  limited
partnership,  was formed on June 14,  1984 to invest in loans  secured by first,
second and third trust deeds and  wraparound  mortgage  loans.  The  Partnership
commenced  operations on the date of formation and will continue  until December
31, 2034 unless  dissolved prior thereto under the provisions of the partnership
agreement.

     The  general  partners  include  Owens  Financial  Group,   Inc.  (OFG),  a
California    Corporation,    and    certain    individuals    who   are   OFG's
shareholders/officers and/or employees. The individual partners have assigned to
OFG their  interest  in any  present or future  promotional  allowance  from the
Partnership.  OFG is a California corporation engaged in the origination of real
estate  mortgage loans and the subsequent  servicing of these  mortgages for the
Partnership and for other third-party investors.

     The general  partners are authorized to offer and sell and have outstanding
up to  an  aggregate  of  250,000,000  units  outstanding  at  $1.00  per  unit,
representing  $250,000,000 of limited  partnership  interest in the Partnership.
Limited  Partnership Units outstanding were 155,094,342 at March 31, 1995. As of
March  31,  1995,  the  Partnership  had  registered   $321,570,324  of  limited
partnership interests with the Securities and Exchange Commission.

(2)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The following items comprise the significant  accounting  policies that the
Partnership follows in preparing and presenting its financial statements.

   (a)   Loans Secured by Trust Deeds

     Loans  secured by trust  deeds are  acquired  from OFG and are  recorded at
cost,  which  includes  fees  paid  to  OFG  for  origination,  evaluation,  and
acquisition  services.  The cost to the Partnership  approximates  the principal
amount  outstanding.  Interest income on loans is accrued by the simple interest
method. In May 1993, the Financial  Accounting  Standards Board issued Statement
No. 114,  Accounting  by Creditors for  Impairment of a Loan.  Statement No. 114
requires that impaired loans be measured on the present value of expected future
cash flows discounted at the loan's  effective  interest rate or, as a practical
expedient,  at the  loan's  observable  market  price or the  fair  value of the
collateral if the loan is collateral dependent. The Partnership will be required

<PAGE>

to implement this new standard by 1995.  Management of the  Partnership  has not
yet evaluated the impact that  implementation  of this standard will have on the
financial statements of the Partnership.

   (b)   Allowance for Loan Losses

     The Partnership  maintains an allowance for loan losses equal to $2,750,000
as of March 31,  1995.  Management  of the  Partnership  believes  that based on
historical experience and a review of the loans and their respective collateral,
the allowance for loan losses is adequate in amount.

     Through  October 31, 1994,  OFG made all  delinquent  interest  payments on
Partnership  loans  originated  prior to May 1,  1993 on a  non-recourse  basis.
However,  effective  November 1, 1994, OFG  discontinued  its practice of making
such payments for certain loans  totaling  $5,661,000 as of March 31, 1995 which
were originated  prior to May 1, 1993. The Partnership  discontinues the accrual
of interest on loans when, in the opinion of management,  there is a significant
doubt as to the collectibility of interest or principal from either the borrower
or OFG or when the  payment of  principal  or  interest is ninety days past due,
unless OFG  continues to advance  interest  payments to the  Partnership.  As of
March 31,  1995 and  December  31,  1994,  the  Partnership  had loans  totaling
$5,092,000 and $4,923,000, respectively, classified as non-accrual loans.

     The  Partnership's  investment in loans for which OFG has provided advances
for delinquent  interest  payments over 90 days was $4,169,233 and $3,445,747 at
March 31, 1995 and  December  31, 1994,  respectively.  Advances for  delinquent
interest  payments  and other  payments,  such as  property  taxes and  mortgage
interest  pursuant  to  senior  indebtedness,  made  to  or  on  behalf  of  the
Partnership  by OFG for the three months ended March 31, 1995 and for the twelve
months ended December 31, 1994 which had not been  reimbursed by the borrower as
of the same date, totaled approximately  $271,000 and $1,149,000,  respectively.
The  Partnership  has no obligation to repay these advances to OFG. During 1994,
OFG assumed  through  foreclosure  one  Partnership  loan totaling  $58,000.  In
addition, the Partnership was foreclosed out of a loan by a senior lienholder in
the amount of $591,000. OFG assumed no Partnership loans through foreclosure for
the three month period ended March 31, 1995.

   (c)   Cash and Cash Equivalents

     For purposes of the  statements  of cash flows,  cash and cash  equivalents
include  interest-bearing or non  interest-bearing  bank deposits and short-term
certificates of deposit with original maturities of three months or less.

   (d)     Certificates of Deposit

     Certificates of Deposit are held with various  financial  institutions with
original maturities of up to one year.

<PAGE>

   (e)     Real Estate Held for Sale

     Real estate held for sale includes real estate acquired through foreclosure
and is carried at the lower of the recorded investment in the loan, inclusive of
any senior  indebtedness,  or the property's  estimated fair market value,  less
estimated cost to sell.

   (f)     Income Taxes

     No  provision  is made for  income  taxes  since the  Partnership  is not a
taxable entity.  Accordingly,  any income or loss is included in the tax returns
of the partners.


(3)     LOANS SECURED BY TRUST DEEDS

     Loans  secured by trust  deeds as of March 31, 1994 and  December  31, 1994
were as follows:
                                                March 31            December 31
                                                  1995                  1994
                                                  ----                  ----
         Income-producing properties          $135,411,943         $135,128,661
         Single-family residences                3,320,673            3,179,945
         Unimproved land                         6,440,367            6,741,607
                                               -----------          -----------
                                              $145,172,983         $145,050,213
                                               ===========          ===========

         First mortgages                      $131,631,800         $131,139,007
         Second mortgages                       12,959,602           13,228,818
         Third mortgages or all-inclusive
           deeds of trust                          581,581              682,388
                                               -----------          -----------
                                              $145,172,983         $145,050,213
                                               ===========          ===========

     Loan  maturities   range  from  1994  to  2011,  with   approximately   41%
($59,129,000)  of the loan  principal  outstanding at March 31, 1995 maturing in
1995 and 1996.  These  maturities  include  $24,165,000  in loans which are past
maturity as of March 31, 1995, of which  $4,699,000  represents  loans for which
interest  payments are delinquent over 90 days. The Partnership  refinanced loan
totaling $3,095,000 and $11,266,000 during the three months ended March 31, 1995
and the year ended  December  31,  1994,  respectively,  thereby  extending  the
maturity dates of such loans.

     The Partnership's  total investment in loans delinquent over ninety days is
$10,188,000   and   $12,837,000  at  March  31,  1995  and  December  31,  1994,
respectively.  As of March 31, 1995 and  December  31,  1994,  OFG is  providing
non-recourse  advances for the  delinquent  interest  payments on $5,733,000 and
$4,432,000, respectively, of such loans.

     As of March 31, 1995 and December 31, 1994, the Partnership's loans secured
by deeds of trust on real  property  collateral  located in Northern  California
totaled approximately 83% ($120,751,000) and 82% ($118,462,000), respectively of

<PAGE>

the loan portfolio.  The Northern  California  region is a large geographic area
which has a  diversified  economic  base.  The ability of the borrowers to repay
loans is  influenced  by the strength of the region and the impact of prevailing
forces on the value of real estate.  Such loans are secured by deeds of trust in
real estate  properties  and are expected to be repaid from the cash flow of the
properties  or proceeds  from the sale or  refinancing  of the  properties.  The
policy of the  Partnership is to require real property  collateral with a value,
net of senior indebtedness, that exceeds the carrying amount of the loan balance
and to record a deed of trust on the underlying property.

(4)     UNSECURED LOANS DUE FROM GENERAL PARTNER

     During 1993,  OFG sold  various  properties  that it had acquired  from the
Partnership through foreclosure proceedings on Partnership loans assumed in 1992
and 1993.  The  sales  proceeds  were  insufficient  to repay the  Partnership's
investment in the related mortgage notes; accordingly, OFG executed an unsecured
note payable to the Partnership in the aggregate amount of $1,411,112 to satisfy
OFG's obligation pursuant to an expired Limited Indemnification Agreement.

     During 1994, OFG sold one property acquired through foreclosure proceedings
on a  Partnership  loans  assumed in 1993.  In  addition,  the  Partnership  was
foreclosed out of the second  position by the holder of the first deed of trust.
Although  not  obligated  to do so, OFG assumed the loss  associated  with these
transactions  in the amount of $960,512 and added this amount to the outstanding
balance of the  unsecured  note  payable.  As of March 31, 1995,  OFG has repaid
$1,596,604  in  principal  on this  unsecured  loan  leaving  a  balance  due of
$775,020. The note carries an interest rate of 8% and is current.


(5)     REAL ESTATE HELD FOR SALE AND MORTGAGE PAYABLE

     Real  estate  held for sale at March 31,  1995  consists  of the  following
properties acquired through foreclosure in 1993 and 1994:

      Warehouse, Merced, California, net of valuation
           allowance of $200,000 as of March 31, 1995               $   800,074
      Residential lots, Carmel, California                            1,373,633
      Light industrial, Emeryville, California                          925,000
      38.5% interest in residential lots, Belmont, California           577,395
      70% interest in undeveloped land, Vallejo, California             538,705
      Commercial lot, Sacramento, California, net of valuation
           allowance of $200,000 as of March 31, 1995                   358,407
      Office building, Monterey, California                           1,975,595
      Residence, Oakland, California                                    513,312
      Residential lot, Grass Valley, California                          55,000
                                                                      ---------
           Total                                                     $7,117,121
                                                                      =========

     Real  estate  held  for sale  has  increased  in  recent  years  due to the
Corporate  General  Partner's  policy to not  acquire  such  properties  through
foreclosure.


<PAGE>




(6)     PARTNER'S CAPITAL

   (a)     Contributions

The limited partners  contribute  $1.00 for each unit  subscribed.  Registration
costs incurred by the Fund have been offset against  contributed  capital.  Such
costs, which were incurred in 1989, amounted to approximately $198,000.

Prior to September 1, 1986, the general  partners  contributed cash in an amount
equal to 1% of the aggregate capital contribtions of the limited partners. After
such date, the general partners are required to make cash capital  contributions
in  the  amount  of  1/2  of 1%  of  the  limited  partners'  aggregate  capital
contributions.

   (b)     Allocations, Distributions and Withdrawals

In accordance with the partnership  agreement,  the Partnership's profits, gains
and losses are  allocated  to each  limited  partner and the  corporate  general
partner in proportion to their respective capital contributions.

Distributions  are made monthly to the partners in proportion to the  respective
units owned during the preceding calendar month. Accrued  distributions  payable
represent amounts to be paid to the partners in April, 1995 and January, 1995 on
their capital balances at March 31, 1995 and December 31, 1994, respectively.

The Partnership makes cash  distributions to those limited partners who elect to
receive such distributions. Those limited partners who elect not to receive cash
distributions  have  their   distributions   reinvested  in  additional  limited
partnership  units.  Such  reinvested   distributions   totaled  $2,076,484  and
$1,876,461 for the three months ended March 31, 1995 and 1994, respectively.

The limited  partners may  withdraw,  or partially  withdraw,  from the Fund and
obtain the return of their  outstanding  capital  accounts  within 91 days after
written notices are delivered to the corporate  general partner,  subject to the
following limitations:

         Any such payments are required to be made only from cash  available for
         distribution,  net  proceeds  and capital  contributions  (as  defined)
         during said 91-day period.

         A maximum of $75,000 may be withdrawn  during any calendar  quarter (or
         $100,000 in the case of an estate of a deceased limited partner).

         The general  partners  are not required to establish a reserve fund for
         the purpose of funding such payments.

<PAGE>

         No more than 10% of the outstanding limited  partnership  interests nay
         be withdrawn  during any calendar year except upon  dissolution  of the
         Fund.

   (c)     Promotional Interest of General Partners

The general partners contributed cash to the Partnership's capital in the amount
of 0.5% of the limited partners  aggregate capital  contributions  and, together
with their promotional interest,  the general partners have an interest equal to
1% of the  limited  partners  contributions.  This  promotional  interest of the
general  partners of up to 1/2 of 1% is expensed  monthly to the Partnership and
credited as a contribution to the general partners capital account as additional
compensation.  As of March 31, 1995, the general  partners had made cash capital
contributions of $786,093 to the  Partnership.  The general partners have agreed
not to withdraw any portion of this capital from the Partnership, even though it
exceeds the 1/2 of 1% requirement, but they are not required to make any further
cash capital  contributions to the Partnership  until the amount falls below the
1/2 of 1% requirement.

The  promotional  interest  expense  charged to the  Partnership was $22,148 and
$20,312 for the three months ended March 31, 1995 and 1994, respectively.


(7)     CONTINGENCY RESERVES

In accordance  with the partnership  agreement and to satisfy the  Partnership's
liquidity  requirements,  the  Partnership  is required to maintain  contingency
reserves  (as  defined)  in an  aggregate  amount of at least  1.5% of the gross
proceeds of the sale of limited partnership units. The cash capital contribution
of the general  partners  (amounting  to $786,093  at March 31,  1995),  up to a
maximum of .5% of the limited partners' capital contributions, will be available
as additional contingency reserve, if necessary.

The contingency  reserves  required at March 31, 1995 and December 31, 1994 were
$3,144,551 and  $3,055,784,  respectively.  Cash and cash  equivalents as of the
same dates were restricted accordingly.


(8)     TRANSACTIONS WITH AFFILIATES

OFG is entitled to receive from the  Partnership a management fee of up to 2.75%
per annum of the average unpaid balance of the  Partnership's  mortgage loans at
the end of each of the preceding  twelve months for services  redered as manager
of the Partnership.  The maximum management fee is reduced to 1.75% per annum if
OFG has not  provided  during the  preceeding  calendar  year any of the certain
services defined in the limited partnership agreement.

All of the  Partnership's  loans are serviced by OFG, in consideration for which
OFG receives  fees up to .25% per annum of the unpaid  principal  balance of the
loans.  Such  servicing  fees are paid  from the  interest  income  of the loans

<PAGE>

collected from the borrowers. In consideration for management services provided,
OFG  receives  fees up to 2.75% per annum of the average  unpaid  balance of the
Partnership's  mortgage  loans at the end of each of the 12  months  in the then
current calendar year.

Interest  income on loans secured by trust deeds is collected by OFG and,  along
with  advances on delinquent  loans,  is remitted to the  Partnership.  Interest
receivable  amounted to $1,268,990 and $1,193,764 at March 31, 1995 and December
31, 1994, respectively.

OFG may, at its sole discretion and on a monthly basis, adjust the servicing and
management  fees as long as such fees do not exceed the allowable .25% and 2.75%
annual limits,  respectively.  In determining the servicing and management fees,
and hence the yield to the  Partnership,  OFG may  consider a number of factors,
including  the  then-current   market  yields.   Service  fee  payments  to  OFG
approximated  $99,000 and $89,000 for the three  months ended March 31, 1995 and
1994, respectively.  Management fee income to OFG earned on loans invested in by
the Fund approximated $268,000 and $491,000 for the three months ended March 31,
1995 and 1994, respectively.

OFG is the  obligor  on a note  payable  to the  Partnership  in the  amount  of
$490,322 which is secured by a property owned by OFG as of March 31, 1995.  This
note is interest only,  due on demand and is current.  Although the terms of the
loan between the  Partnership and OFG may or may not be at market rate, they are
considered adequate and reasonable.

OFG  originates  all  loans the  Partnership  is  invested  in and  receives  an
investment  evaluation fee payable by borrowers or the  Partnership.  Such fees,
payable by  borrowers,  earned by OFG  amounted to  approximately  $263,000  and
$167,000 for the three months ended March 31, 1995 and 1994, respectively.

OFG receives late payment charges from borrowers who make  delinquent  payments.
Such  charges are in addition to the normal  monthly  loan  payments and totaled
approximately  $16,000 and $48,000 for the three months ended March 31, 1995 and
1994, respectively.


(9)     NET INCOME PER LIMITED PARTNERSHIP UNIT

Net income per limited  partnership  unit is computed using the weighted average
of limited  partnership units outstanding during the three month periods.  These
amounts were  $157,579,824 and $140,763,796 for the three months ended March 31,
1995 and 1994, respectively.


<PAGE>



Item 2. Management's Discussion and Ana1ysis of Financial Condition and
        Results of Operations

Results of Operations

The net income  increases  of $309,000  (9.73%) for the three months ended March
31,  1995 as  compared to the three  months  ended March 31, 1994 was  primarily
attributable  to increases in the average  mortgage  investments and other notes
receivable from  $135,327,000  to $146,834,000  for the three months ended March
31, 1994 and 1995, respectively.

The  Partnership  experienced  decreases  in its average net yield from 8.98% to
8.86% for the three  months  ended March 31, 1994 and 1995,  respectively.  This
decrease has  resulted  mainly from the fact that,  as of November 1, 1994,  the
Corporate General Partner  discontinued its previous practice of making payments
on certain  delinquent loans held by the Partnership which were originated prior
to May 1, 1993. The  Partnership  had $5,661,000 on  non-performing  loans as of
March  31,  1995 on  which  the  Corporate  General  Partner  was not  advancing
payments.

Alrhough the average net yield for the Partnership decreased for the three month
period  ended March 31, 1995 as compared to the three month  period  ended March
31, 1994,  the sum of the  servicing and  management  fees paid to the Corporate
General Partner decreased from approximately  $580,000 to $367,000 for the three
months ended March 31, 1994 and 1995, respectively. This represents decreases in
the  annualized  rate of  servicing  and  management  fees to total  trust  deed
investments  of the  Partnership  from 1.71% to 1.00% for the three month period
ended  March 31,  1994 and 1995,  respectively.  These fees are well  within the
limitation on such fees as imposed by the Limited Partnership Agreement. The net
yield  represents the net income of the Partnership  after all expenses with the
exception of the provision for losses on loans.

Portfolio Review

The number of Partnership mortgage  investments  decreased from 269 to 236 as of
March 31, 1994 and 1995,  respectively.  The average loan balance in this period
increased from $501,019 to $615,139 as of March 31, 1994 and 1995, respectively.
This  average loan  increase  reflects  the  Partnership's  ability to invest in
larger mortgage loans meeting the Partnership's objectives.

The  Corporate  General  Partner has  historically  made all  periodic  interest
payments to the  Partnership on all delinquent  loans made or invested in by the
Partnership. However, on loans originated by the Corporate General Partner on or
after May 1, 1993,  and  effective  November 1, 1994,  for  certain  other loans
originated  prior to May 1, 1993, the Corporate  General Partner has adopted the
policy to not advance  delinquent  interest or principal.  As of March 31, 1995,
there were  $5,092,000 in loans held by the  Partnership  on which payments were
more than 90 days  delinquent  and on which  payments were not being advanced by
the  Corporate  General  Partner.  The  Corporate  General  Partner has advanced
approximately  $197,000 in delinquent  interest payments to the Partnership from
January 1, 1995 to March 31, 1995 that had not been  collected from the borrower
by the Corporate General Partner as of March 31, 1995.

<PAGE>

Approximately  $10,188,000 (7.0%) and $9,830,000 (6.8%) of the loans invested in
by the Fund were more than 90 days  delinquent  in payment as of March 31,  1995
and 1994,  respectively.  Of these amounts,  approximately $8,484,000 (5.8%) and
$5,330,000  (3.7%) were in the process of  foreclosure  as of March 31, 1995 and
1994, respectively.

A loan loss reserve in the amount of $2,750,000  was created on the books of the
Partnership  as of December 31, 1993. As of this date the General  Partners have
determined that this loan loss reserve is adequate.

As of  March  31,  1995  and  December  31,  1994  approximately  83%  and  82%,
respectively  of the mortgage loans made or invested in by the  Partnership  are
secured by real property  located in Northern  California.  The following  table
sets forth the principal amount of mortgage  investments,  by  classification of
property  securing  each loan,  held by the  Partnership  on March 31,  1995 and
December 31, 1994:

                                                       Principal Amount
                                                  March 31         December 31
                                                    1995              1994
                                                    ----              ----
                                                    (000)             (000)

Single-Family Dwellings                           $  3,321          $  3,180
Income-Producing Property                          135,412           135,129
Unimproved Land                                      6,440             6,741
                                                   -------           -------
                                                  $145,173          $145,050
                                                   =======           =======

First Mortgages                                   $131,632          $131,139
Second Mortgages                                    12,960            13,229
Third Mortgages or All-inclusive
  Deeds of Trust                                       581               682
                                                   -------           -------
                                                  $145,173          $145,050
                                                   =======           =======

The  following  amount of  delinquent  loans held by the  Partnership  have been
acquired and foreclosed  upon by the Corporate  General  Partner from January 1,
1991 through March 31, 1995:

                                       Delinquent          Year
                      Principal         Interest        Foreclosed
                      ---------         --------        ----------
                      $2,890,000       $258,602            1991
                       5,220,925        787,591            1992
                       1,025,581        150,295            1993
                          58,000          8,417            1994

The  Corporate  General  Partner has  advanced  all  delinquent  interest to the
Partnership on these foreclosed loans. Of these foreclosed loans the Partnership
held one montgage in the amount of $490,322 as of March 31, 1995.


<PAGE>



Real Estate Owned
The Partnership  currently  holds title to the following nine  properties  which
were foreclosed on during 1993, 1994 and 1995:

                                     Fund
                                     Loan           Senior          Delinquent
                                    Amount          Loans          Interest (1)
Description  Amount
60,000 S.F. Light
  Industrial Warehouse
Merced, CA                       $1,000,000       $         0         $175,333

Residential Lots
Carmel Valley, CA                $  600,000       $         0         $141,750

Residential Development
Belmont, CA                      $  508,000       $         0         $199,375

Light Industrial Warehouse
Emeryville, CA                   $  925,000       $         0         $235,721

Commercial Lot/Residential
  Development
Vallejo, CA                      $  525,000       $         0         $ 83,949

Commerical Lot
Sacramento, CA                   $  500,000       $         0         $ 39,042

Office Building
Monterey, CA                     $  550,000       $ 1,425,000 (2)     $ 30,077

Residence
Oakland, CA                      $  115,000       $   398,312         $ 11,500

Residential Lot
Grass Valley, CA                $    55,000       $         0         $  6,302

(1) The  delinquent  interest was advanced by OFG to the  Partnership.  The
$83,949  of  delinquent  interest  advanced  by OFG on the  Vallejo,  California
property has been reimbursed by the Partnership.

(2) This senior loan was originally  $2,102,646 including late charges and fees.
The  Corporate  General  Partner  arranged  for this  loan to be  discounted  to
$1,425,000 if the Partnership  were to pay it off in full. The Partnership  paid
this loan off prior to March 31, 1995.

<PAGE>

With the  exception of the light  industrial  warehouse  located in  Emeryville,
California, these properties do not currently generate revenue and, as such, are
operating at a deficit.  The General  Partners believe that due to the values of
these properties,  the Partnership should not sustain any losses of principal on
their ultimate disposition.

The  Partnership's  investment in Real Estate Owned has  increased  during 1993,
1994 and 1995 due to the  Corporate  General  Partner's  policy  to not  acquire
property  subject  to  foreclosure  on which the  Partnership  has a trust  deed
investment.

Liquidity and Capital Resources
The Partnership relies upon purchases of limited partnership  interests and loan
payoffs for the creation of capital for mortgage  investments.  The  Partnership
has not and does not intend to borrow money for investment purposes.

Continency Reserves
The  Partnership  maintains  cash and  certificates  of deposit  as  contingency
reserves in an aggregate amount of at least 2% of the gross proceeds of the sale
of Limited  Partners' Units. To the extent that such funds are not sufficient to
pay expenses in excess of revenues or to meet any obligation of the Partnership,
it may be necessary for the Partnership to sell or otherwise  liquidate  certain
of its investments on terms which may not be favorable to the Partnership.

Current Economic Conditions
The  Partnership has been affected by regional  declines in commercial  property
values  and  general  economic  conditions;  however,  the  Partnership  has not
sustained any principal  losses to date. Due to the  conservative  loan-to-value
criteria  established by the Corporate General Partner,  the mortgage loans held
by the  Partnership  appear in  general  to be, in the  opinion  of the  General
Partners, adequately secured.

The Partnership generally invests in relatively short-term commercial loans (1-7
years)  which large  financial  institutions  typically do not invest in. Due to
this,  the net income of the  Partnership  has in recent  years  remained in the
range of 9-10  percent  per year.  If there were a  reduction  in the demand for
loans originated by the Corporate General Partner and, thus, fewer loans for the
Partnership  to invest in, the  Partnership  would have to invest excess cash in
shorter term investments yielding  considerably less than the current investment
portfolio.

The Partnership continues to receive substantial additional investments from new
and existing  Limited  Partners  which provide  capital for loans,  purchases of
existing notes and redemption of existing Limited Partnership Units.


<PAGE>


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

The Partnership is not presently involved in any material legal proceedings.


Item 6(b).  Reports on Form 8-K

No reports on Form 8-K have been filed  during the quarter for which this report
is filed.


<PAGE>



                                   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.



Dated:  May 11, 1995                         OWENS MORTGAGE INVESTMENT FUND
                                             a California Limited Partnership
                                             (Registrant)

                                             By:  Owens Financial Group, Inc.
                                                  a General Partner


                                                  By:  \s\ David Adler
                                                       David Adler
                                                       President


                                                  By:  \s\ Bryan H. Draper
                                                       Bryan H. Draper
                                                       Controller
                                                       Principal Financial and
                                                         Accounting Officer



<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
     Financial Data Schedule for Owens Mortgage Investment Fund
</LEGEND>
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. Dollars
       
<S>                                            <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              DEC-31-1995
<PERIOD-START>                                 JAN-01-1995
<PERIOD-END>                                   MAR-31-1995
<EXCHANGE-RATE>                                1
<CASH>                                           4,693,573
<SECURITIES>                                     1,100,000
<RECEIVABLES>                                    1,268,990
<ALLOWANCES>                                             0
<INVENTORY>                                    143,198,003
<CURRENT-ASSETS>                               150,260,566
<PP&E>                                           7,117,121
<DEPRECIATION>                                           0
<TOTAL-ASSETS>                                 157,377,687
<CURRENT-LIABILITIES>                              985,291
<BONDS>                                                  0
<COMMON>                                                 0
                                    0
                                              0
<OTHER-SE>                                     156,392,396
<TOTAL-LIABILITY-AND-EQUITY>                   157,377,687
<SALES>                                          3,863,699
<TOTAL-REVENUES>                                 3,863,699
<CGS>                                                    0
<TOTAL-COSTS>                                            0
<OTHER-EXPENSES>                                   382,121
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                       0
<INCOME-PRETAX>                                  3,481,578
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                              3,481,578
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                     3,481,578
<EPS-PRIMARY>                                         .022
<EPS-DILUTED>                                         .022
        


</TABLE>


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