FORECAST GROUP LP
10-Q, 1997-03-17
GENERAL BLDG CONTRACTORS - RESIDENTIAL BLDGS
Previous: NATIONAL WIRELESS HOLDINGS INC, 10-Q, 1997-03-17
Next: MOTORVAC TECHNOLOGIES INC, 10QSB/A, 1997-03-17



                         FORM 10-Q
                    
     SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.  20549
                    
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

         For the period ended January 31, 1997
                                                       OR
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
   OF THE SECURITIES EXCHANGE ACT OR 1934

                 For the transition period from     N/A

Commission File Number 33-72106

          THE FORECAST GROUP "Registered Tradename", L.P.
        FORECAST "Registered Tradename" CAPITAL CORPORATION
      (Exact Name of Registrant as specified in its charter)

           California                 33-0582072
           California                 33-0582077
   (State of Organization)  (IRS Employer Identification Number)

10670 Civic Center Drive, Rancho Cucamonga, California    91730
    (Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code: (909) 987-7788

   Securities Registered Pursuant to Section 12(b) of the Act:

    Title of Each Class        Name of Each Exchange on Which Registered

11 3/8% Senior Notes Due 2000                   None

Securities Registered Pursuant to Section 12(g) of the Act:

                        None

Indicated by check mark whether the Registrant (1) has filed all
reports required to be filed by Sections 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___


There  was  no  voting stock held by non-affiliates  of  the
Registrant at March 14, 1997.  At  March  14, 1997, Forecast "Registered
Tradename" Capital Corporation had  2,500 shares of Common stock outstanding.

<PAGE>

<TABLE>
          THE FORECAST GROUP "Registered Tradename", L.P. 
                  CONSOLIDATED BALANCE SHEETS
                      (Amounts in 000's)


                           January 31,      October 31,
                              1997             1996
                           (unaudited)
                            --------         --------
<S>                          <C>             <C>
Assets:
- -------
 Cash and Cash Equivalents    $5,883          $12,350
 Accounts Receivable             375              466
 Accounts and Notes Receivable,
   Related Parties             3,583            5,239
 Real Estate Inventory        73,992           80,760
 Property and Equipment, Net   1,115            1,171
 Other Assets                  1,924            2,200
                             -------         --------
   Total Assets              $86,872         $102,186
                             =======         ========

Liabilities & Partners' Equity:
- -------------------------------
 Accounts Payable             $7,320          $11,443
 Accrued Expenses              1,721            3,624
 Notes Payable:
   Senior Notes at 11 3/8% due
   December 2000              29,075            34,475
   Collateralized by
    Real Estate Inventory     27,046            25,720
   Other Notes Payable         1,700                --
                              ------            ------
    Total Notes Payable       57,821            60,195
                              ------            ------
 Total Liabilities            66,862            75,262

Partners' Equity              20,774             27,688
 Less: Capital Notes Receivable
       from Partners            (764)              (764)
                              ------             ------
Net Partners' Equity          20,010             26,924
                              ======             ======                        
 Total Liabilities and
  Partners' Equity           $86,872           $102,186
                             =======           ========
</TABLE>

[FN] See notes to consolidated financial statements.


<TABLE>
         THE FORECAST GROUP "Registered Tradename", L.P.
    CONSOLIDATED STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
                        (Unaudited)
                    (Amounts in 000's)

                                     For the Three Months 
                                       Ended January 31
                                       1997         1996
                                      ------       ------
<S>                                  <C>          <C>
Homebuilding Revenues                $24,843      $26,510
Cost of Homes Sold                    21,618       22,191
                                     -------      -------
   Gross Profit                        3,225        4,319
                                     =======      =======
 Operating Expenses:
   Selling & Marketing Expenses        3,176        3,039
   General & Administrative Expenses   2,132        1,751
   Non-Cash Charge for Impairment of
     Real Estate Inventory             6,635           --
                                      ------       ------
   Total Operating Expenses           11,943        4,790
                                      ------       ------

Operating Loss                        (8,718)        (471)

 Other Income (Expenses):
   Interest Income                       131           65
   Other Income and Expenses              39           64
                                      ------       ------
    Total Other Income (Expenses)        170          129
                                      ------       ------
Income (Loss) before
   Extraordinary Gain                 (8,548)        (342)

 Extraordinary Gain on Extinguishment
   of Senior Notes                     1,634        1,384
                                      ------       ------
Net Income (Loss)                    ($6,914)      $1,042
                                      ======       ======



Partners' Equity at
   Beginning of Period                27,688       23,998
Net Income (Loss) this Period         (6,914)       1,042
                                      ------       ------
     Subtotal                         20,744       25,040
Less: Capital Notes Receivable
       from Partners                    (764)        (764)
                                      ------       ------
Net Partners' Equity at
  End of Period                      $20,010      $24,276
                                     =======      =======
</TABLE>

[FN]  See notes to consolidated financial statements.


<TABLE>
          THE FORECAST GROUP "Registered Tradename", L.P.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Unaudited)
                      (Amounts in 000's)

                                        For the Three Months 
                                          Ended January 31
                                        --------------------
                                          1997        1996
                                        --------------------
<S>                                     <C>          <C>
Operating Activities:
- ---------------------
Net Income (Loss)                       ($6,914)     $1,042
Adjustments to Reconcile Net Income (Loss) to
  Net Cash Generated from (Used for)
  Operating Activities:
    Non-Cash Charge for Impairment
      of Real Estate Inventory            6,635          --
    Extraordinary Gain on Extinguishment
      of Senior Notes                    (1,634)     (1,384)
    Depreciation and Amortization on
      Property and Equipment                 72          62
    Loss (Gain) on Sale of Property
      and Equipment                          --           7
    Decrease in Accounts Receivable          91          95
    Decrease (Increase) in
      Real Estate Inventory                 133      (3,089)
    Decrease (Increase) in Other Assets     122        (439)
    Increase (Decrease) in Accounts Payable
       and Accrued Expenses              (6,026)     (1,643)
                                         -------     -------
    Net Cash Generated from (Used for)
        Operating Activities             (7,521)     (5,349)
                                         -------     ------- 

Investing Activities:
- ---------------------
 Additions to Property and Equipment        (16)        (32)
                                         -------     -------
     Net Cash Generated from (Used for)
         Investing Activities               (16)        (32)
                                         -------     -------

Financing Activities:
- ---------------------
 Retirement of Senior Notes at 11 3/8%
   due December 2000                      (3,612)     (2,293)
 Decrease (Increase) in Accounts and
   Notes Receivable, Related Parties       1,656        (784)
 Proceeds from Notes Payable              13,569      15,628
 Proceeds from Notes Payable,
   Related Parties                            --       2,221
 Proceeds from Notes Payable, Other        1,700          --
 Principal Payments on Notes Payable     (12,243)     (9,507)
 Principal Payments on Notes Payable,
   Related Parties                            --      (2,221)
                                          -------     -------
   Net Cash Generated from (Used for)
       Financing Activities                1,070       3,044
                                          -------     -------

Increase (Decrease) in Cash and
   Cash Equivalents                       (6,467)     (2,337)
Cash and Cash Equivalents at
   Beginning of Period                    12,350       8,090
                                          -------     -------
Cash and Cash Equivalents at
   End of Period                          $5,883      $5,753
                                          =======     =======
</TABLE>

[FN]  See notes to consolidated financial statements.
                             
<PAGE>                             
                             
                               
          THE  FORECAST GROUP "Registered Tradename", L.P.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (Unaudited)


1.  Basis of Presentation

       The  accompanying  unaudited  condensed  consolidated
financial  statements have been prepared in accordance  with
generally   accepted  accounting  principles   for   interim
financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X.  Accordingly, they do not include
all  of the information and footnotes  required  by generally
accepted  accounting  principles  for   complete financial
statements.  In the opinion  of  management,  all adjustments
(consisting  of  normal  recurring   accruals) considered
necessary  for  a fair  presentation  have  been included.

     These consolidated financial statements should be read in
conjunction  with the consolidated financial  statements and
related disclosures contained in the Form 10-K for  the year
ended  October 31, 1996 (File No. 33-72106)  as  filed with the
Securities and Exchange Commission.

      The  results of operations for the three months  ended
January  31,  1997 do not necessarily indicate  the  results that
can be expected for the full fiscal year.

      The  results of operations for the three months  ended
January  31,  1997,  and  this  Form  10-Q,  also   may   be
interpreted  as,  or  actually  contain,  "forward  looking"
information,  as that term is defined by the Securities  and
Exchange  Commission.   To the extent such  forward  looking
information is contained in this filing, the company intends to
use  these  disclosures to take advantage of  the  "Safe Harbor"
provisions set out in the rules and regulations  of the
Securities and Exchange Commission, and  thus  strongly
recommends  that  prior to making an investment  decision  a
prospective  investor should carefully consider the  factors
mentioned in Form 10-K for the year ended October  31,  1996 in
relation to that "forward looking" information, as  well as
other  financial and business information  that  may  be
available  from  a  variety of sources  regarding  the  home
building industry as a whole, including, but not limited to:

- --   Changes in national economic conditions such as interest
     rates, consumer confidence and job loss or formation
     statistics

- --   Change in economic conditions in the markets in which  the
     Company operates

- --   Fluctuations in mortgage interest rates

- --   Cost increases resulting from adverse weather conditions,
     shortages of labor and construction materials

- --   Changes in governmental regulations which may delay new home
     development or impose additional costs or fees.




2.   Real Estate Held for Development and Sale and Related
     Notes Payable

     Real  estate held for development and sale and related notes
payable consist of the following:

<TABLE>
(Amounts in 000's)                      January 31, 1997
                                 -----------------------------
                                 Real Estate     Notes Payable
                                  Inventory
                                 -----------------------------
<S>                                <C>              <C>
Land Held for Development          $15,267               $0
Residential Projects in Process     50,749           22,156
Model Homes                          7,976            4,890
                                   -------          -------
   Total                           $73,992          $27,046
                                   =======          =======

                                        October 31, 1996
                                  -----------------------------
                                  Real Estate     Notes Payable
                                   Inventory
                                  -----------------------------

Land Held for Development          $15,067               $0
Residential Projects in Process     57,442           20,449
Model Homes                          8,251            5,271
                                   -------          -------
   Total                           $80,760          $25,720
                                   =======          =======
</TABLE>

3.  Interest Expense

    The following summarizes the components of interest
    expense incurred, capitalized, expensed and paid:

<TABLE>
                                    FOR THREE MONTHS ENDED
                                          JANUARY 31,
                                    ----------------------
                                       1997       1996
                                    ----------------------

<S>                                   <C>        <C>
Interest incurred and capitalized     $1,919     $1,911
Capitalized interest amortized to
  cost of homes sold                  $1,470     $1,237
Interest paid                         $2,974     $3,095
</TABLE>

4.   Transactions With Affiliates

      In  December  of  1994, Mr. Previti did,  on  his  own
account, purchase $550,000 of the Company's Senior Notes  at a
favorable  discount from their face   value.   In  January
1995,  the  Board  of  Directors of  Forecast "Registered Tradename" Homes,
Inc., resolved  that  it would be in the Company's best  long-term
interests  to seek the assistance of Mr. James Previti,  the
Company's   President  and  Chief  Executive   Officer,   in
acquiring the Company's Senior Notes on the open market,  if he
could  acquire them at a favorable discount  from  their stated
face value.  At the same time, the Board of Directors agreed that
the Company would repurchase the notes from  Mr. Previti  at his
cost basis, plus interest, at such  time  as the Company had
sufficient financial resources.  Acting upon this authorization,
Mr. Previti  did acquire  another $19,800,000 of Senior Notes of
which  $14,950,000  were repurchased and  retired  prior  to
October 31, 1996.  In January 1997, Mr. Previti assigned his
interest  in  the aggregate remaining $5,400,000  of  Senior
Notes   to  the  Company,  in  exchange  for  the  Company's
assumption  of  margin  debt  of  $1,700,000  owing  by  Mr.
Previti,  and forgiveness of two notes held by and owing  to the
Company  in  the total amount of $1,699,000  that  were secured
by Mr. Previti's interest in the Senior Notes.  This transaction
resulted in an extraordinary gain of  $1,634,000 in the first
quarter of fiscal 1997.

         The  Company believes that the transactions  discussed
above were on terms at least as favorable to the Company  as a
comparable  transaction made  on  an  arms  length  basis between
unaffiliated parties.


5.    11 3/8% Senior Notes Due December 2000

         In February 1994, the Company issued $50,000,000 in 11
3/8% Senior Notes through a public debt offering.  The notes are
joint  and  several  obligations  of  the  Company  and Forecast
Capital Corporation,  with interest only  payments due  semi-
annually on June 15 and December 15 of each  year. The  notes are
unsecured obligations of the Company and rank pari  passu in
right of payment with all senior indebtedness of  the  Company.
As of January 31, 1997, the  Company  had retired  a total of
$20,925,000 of the Senior Notes, leaving $29,075,000 of Senior
Notes still outstanding.

         The Indenture governing the Senior Notes requires  the
Company to maintain a minimum net worth of $25 million.   If
the  Company's  net worth at the end of any two  consecutive
fiscal  quarters  (the last day of such  second  consecutive
fiscal  quarter being referred to as the "Trigger  Date"  is less
than  $25 million , then  the Company is  required  to make an
offer to all Senior Note holders to acquire on a pro rata  basis,
Senior Notes in the aggregate principal  amount of  $5  million
(the "Net Worth Offer") at a purchase  price equal  to 100% of
the principal amount thereof, plus accrued interest  to  the date
of repurchase.  Notwithstanding  this requirement to offer to,
and then, repurchase Senior  Notes, the Indenture allows the
Company to credit against the  Net  Worth  Offer, the principal
amount of  any  Senior Notes  acquired  by the Company prior to
the  Trigger  Date, through repurchase or optional redemption.
The Company  may not, however, use any specific Senior Note
repurchase in any more  than  one  Net  Worth Offer.  In no
event  shall  the failure to meet the minimum net worth
requirement at the end of  any fiscal quarter be counted toward
the making of  more than one Net Worth Offer.

      For  the  fiscal quarters ended October 31,  1995  and
January 31, 1996, the Company was not in compliance with the
minimum  net worth requirement.  Therefore, under the  terms of
the  Company's  Indenture,  January 31,  1996  became  a Trigger
Date for the Company, requiring a Net Worth  Offer. However,
despite  this  event,  the  Company  had   already repurchased or
redeemed a sufficient amount of Senior  Notes to  meet any
repurchase obligations resulting from the first Trigger  Date.

    As of April 30, 1996, July  31,  1996,  and October  31,
1996, the Company's net worth was again  above the  $25 million
threshold, preventing the occurrence  of  a second  Trigger Date
at any time prior to January 31,  1997. As  of  January  31,
1997,  as a result  of  the  Company's decision  to record a non-
cash charge for the impairment  of real estate inventory the
Company's net worth went below the $25 million threshold.
Further, the Company anticipates its net  worth will be below the
$25 million threshold at  April 30,  1997,  at  which  time  a
Trigger  Date  would  occur. Notwithstanding  the occurrence of
this  Trigger  Date,  the Company has acquired and retired over
$20 million of  Senior Notes  and, accordingly will not be
required to make  a  Net Worth Offer.


6.  Real Estate Inventory

    In  March  1995,  The Financial Accounting  Standards  Board
(FASB)  issued  Statement  No.  121,  "Accounting  for   the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of" (Statement 121).  Under Statement 121, when events
or circumstances indicate that an impairment  to  an assets  to
be held and used might exist, the expected future undiscounted
cash flows from the affected asset or group  of assets must be
estimated and compared to the carrying  value of  the  asset  or
group of assets.   If  the  sum  of  the estimated undiscounted
cash flows is less than the  carrying value  of  the assets, an
impairment loss must be  recorded. The  impairment loss is
measured by comparing the  estimated fair  value  of  the  assets
with  their  carrying  amount. Statement 121 also requires that
long-lived assets that  are held  for  disposal be reported at
the lower of the  assets' carrying  amount  or  fair  value less
costs  of  disposal. 

    In  the  first quarter of fiscal 1997, management  performed 
evaluations of its real estate inventory and analyzed future 
undiscounted  cash flows for all real estate projects  where 
impairment indicators were present. The evaluations  largely 
considered the competitive nature of homebuilding operations in  
the  Company's  principal markets, including  decreased
sales prices, increased sales incentives and future costs of
development  and holding costs during development  based  on
current absorption estimates.  Based on these evaluations, a non-
cash  charge for the impairment of certain  real  estate assets
amounting to $6,635,000 was recorded for  the  three months
ending January 31, 1997.

<PAGE>


           FORECAST "Registered Tradename" CAPITAL CORPORATION
                            BALANCE SHEET
                             (Unaudited)


<TABLE>
                                   January 31,  October 31,
                                      1997         1996
                                   ------------------------
 <S>                                <C>          <C>
Assets:
- -------
 Cash                                 $300         $300
                                     ------       ------
   Total Assets                       $300         $300
                                     ======       ======

Liabilities & Shareholders'  Deficit:
- -------------------------------------
 Accounts Payable                     $400         $400
 Accounts Payable, Related Parties   2,300        2,300
                                     ------       ------
   Total Liabilities                 2,700        2,700
                                     ------       ------

 Common Stock, $1.00 par value:
 Authorized 10,000 shares
 Issued and Outstanding 2,500 shares 2,500        2,500
 Accumulated Deficit                (4,900)      (4,900)
                                     ------       ------
  Total Shareholders' Deficit       (2,400)      (2,400)
                                     ------       ------

  Total Liabilities & Shareholders'
     Deficit                          $300         $300
                                     ======       ======
</TABLE>

[FN]  See notes to consolidated financial statements.




         FORECAST "Registered Tradename" CAPITAL CORPORATION
          STATEMENTS OF OPERATIONS AND SHAREHOLDERS' EQUITY
                           (Unaudited)

<TABLE>
                                     For the Three months 
                                       Ended January 31
                                     --------------------
                                       1997        1996
                                     --------------------

<S>                                <C>           <C>
General & Administrative Expenses       $0          $0
Income Tax Expense                      --          --
                                      -----       -----
Net Income (Loss)                       $0          $0
                                      =====       =====
   

Shareholders' Equity at
  Beginning of Period               (2,400)       (600)
 Net Income (Loss) this Period           0           0
                                     ------      ------
Shareholders' Equity at
  End of Period                    ($2,400)      ($600)
                                     ======      ======
</TABLE>

[FN]  See notes to consolidated financial statements.

<PAGE>


            FORECAST "Registered Tradename" CAPITAL CORPORATION
                     NOTES TO FINANCIAL STATEMENTS
                             (Unaudited)


1.  Basis of Presentation

      Forecast "Registered Tradename" Capital Corporation was incorporated in
California on September 20, 1993. The Company is a whollyowned
subsidiary of The Forecast Group "Registered Tradename", L.P., a California
limited partnership that is engaged in the residential  real estate
development business.

      The  accompanying unaudited financial statements  have been
prepared   in  accordance  with  generally   accepted accounting
principles for interim financial information  and with  the
instructions  to Form  10-Q  and  Article  10  of Regulation S-X.
Accordingly, they do not include all of the information  and
footnotes required by  generally  accepted accounting principles
for complete financial statements.  In the  opinion  of
management, all adjustments (consisting  of normal  recurring
accruals) considered necessary for a  fair presentation have been
included.

      These consolidated financial statements should be read in
conjunction  with the consolidated financial  statements and
related disclosures contained in the Form 10K  for  the year
ended  October 31, 1996 (File No. 33-72106)  as  filed with the
Securities and Exchange Commission.

      The  results of operations for the three months  ended
January 31, 1997 do not necessarily indicate the  results that
can be expected for the full fiscal year.


2.  Income Taxes

      The Company is a "C" Corporation for federal and state
income tax reporting purposes and accounts for income  taxes in
accordance  with  Financial Accounting  Standards  Board
Statement No. 109 "Accounting for Income Taxes".

<PAGE>


           THE FORECAST GROUP "Registered Tradename", L.P.
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                     RESULTS OF OPERATIONS
             
             
Part I.      Item 2.

Results of Operations

       The  following  table  sets  forth,  for  the  period
indicated, certain income statement items as percentages  of
total home building sales and certain other data:

<TABLE>
                                    Percent of Housing Sales
                                      For the Three Months
                                        ended January 31
                                    ------------------------
                                        1997         1996
                                    ------------------------
<S>                                    <C>          <C>
 Homebuilding Revenues                 100.0%       100.0%
 Cost of Homes Sold                     87.0%        83.7%
                                       ------       ------
   Gross Profit                         13.0%        16.3%

 Operating Expenses:
   Selling & Marketing Expenses         12.8%        11.5%
   General & Administrative Expenses     8.6%         6.6%
   Non-Cash Charge for Impairment of
     Real Estate Inventory              26.7%         0.0%
                                       ------       ------
    Total Operating Expenses            48.1%        18.1%

Operating Income (Loss)                -35.1%        -1.8%
                                       ======       ======

Number of homes closed                    175          194
Number of homes sold                      137          197
Number of sold homes in backlog           125          203

Aggregate value of backlog, in millions $18.1        $26.6
</TABLE>

Results  of  Operations  for  the  Three  Months  ended January
31, 1997 and January 31, 1996:

      Housing revenues for the three months ended January 31,
1997  were $24.8 million, a decrease of $1.7 million or 6.3% from
the three months ended January 31, 1996.  The revenues in  fiscal
1997 represent 175 closings at an average  sales price  of
$141,960  while  the  revenues  in  fiscal 1996 represent  194
unit closings at an average sales  price  of $136,600.   Changes
in the average selling  price  of  homes delivered  may vary from
period to period based  on  product mix  and  pricing of specific
communities. The  decrease  in closings  is attributable to fewer
sold homes in backlog  at the  beginning  of the 1997 fiscal
quarter  largely  due  to competitive conditions in the Company's
Southern  California market  and the delay in opening new
communities in Northern California.

   Gross  margin  from housing sales  decreased  by  $1.1
million,  or  25.3%, for the three months ended January  31,
1997,  as  compared  to the three months ended  January  31,
1996,  as  a  result of decreased home closings and  a  3.3%
increase  in the cost of homes sold.  This increase  in  the cost
of homes sold is attributable to increased land  costs in
relation to the sales price of the Company's homes.  This
tightening  of margins was itself the result of  competitive
conditions which have limited the Company's ability to  pass on
price  increases to its customers,  as  well  as  higher
financing  costs which were created by the Company  carrying its
inventories for longer periods.

      Selling and marketing expenses were $3.2 million during the
three  months ended January 31, 1997,  an  increase  of $137,000
over  the  same period during fiscal  1996.  This increase  was
realized  as an outgrowth  of  the  Company's increased
advertising costs which were incurred in an effort to keep sales
absorption at similar levels to those reported in the three month
period ended January 31, 1996.

      General and administrative expenses were $2.1  million
and  $1.7 million during the three months ended January  31, 1997
and 1996, respectively.  The $381,000 increase can  be largely
attributed to accrued legal costs resulting from the settlement
of various land related issues.

      A net loss of $6.9 million was recognized in the first
quarter  of  fiscal  1997 compared to  net  income  of  $1.0
million  in the first quarter of fiscal 1996 as a result  of
decreased  gross  profit from homebuilding  and  a  non-cash
charge  for  impairment  of real estate  inventory  of  $6.6
million.

      The  Company had new home sales, net of cancellations,
of  137 homes in the three months ended January 31, 1997,  a
decrease  of 60 homes or 31% from the comparable prior  year
period.  The decrease is attributable to an unusually  large
number of cancellations in the Company's Phoenix market  and
delays in opening new communities in Northern California.


Liquidity and Capital Resources:

      The  residential real estate development  business  is
inherently capital intensive.  Significant cash expenditures are
typically needed to acquire and develop land, construct homes
and establish marketing programs for lengthy  periods of  time
in  advance of revenue realization.   The  Company generally
finances  its operations with secured  borrowings from
commercial banks, financial institutions  and  private investors,
unsecured borrowings in the public  market,  and with available
cash flow from operations.

      The Company has commitments for $25.5 million under
several  revolving credit facilities with  commercial banks  and
financial institutions of which $9.9 million  was outstanding  at
January 31, 1997.  In addition, the  Company has  community
specific  facilities  to  provide  aggregate funding  of  $23.9
million  of  which  $12.2  million was outstanding and $11.7
million is available to build out  the respective  communities.
The Company also benefits  from  a line  of  credit which is
secured by some of its model homes for  an  amount  not to exceed
$5.8 million  of  which  $4.9 million  was outstanding as of
January 31, 1997.  Borrowings under the credit facilities are
secured by liens on specific real   property owned  by  the
Company. The aggregate outstanding  principal balance under
the  Company's  credit facilities was $27.0 million as of January
31, 1997.

      In  February 1994, the Company issued $50  million  in
Senior  Notes  through  a  public debt  offering,  of  which
$29,075,000 were still outstanding on January 31, 1997.  The
notes are due in December 2000 with interest at the rate  of 11
3/8%  per  annum payable semi-annually on  June  15  and December
15 of each year.

      The  Indenture governing the Senior Notes limits total
outstanding recourse debt to $15 million unless, at the time the
recourse debt is incurred and after giving effect to the proceeds
therefrom, certain threshold  tests  are  met  for interest
coverage and debt to equity ratios, as defined  in the Indenture.
At  January  31,  1997,  the    Company's outstanding  recourse
debt was approximately  $5.5  million, thus  approximately  $9.5
million in  additional  "recourse" debt could have been incurred.
As of January 31, 1997,  the Company  did  not  meet  the
threshold  tests  for  interest coverage or debt-to-equity
ratios.  However, the Company  is not  precluded from incurring
debt on a non-recourse  basis, and  believes the financing
currently in place is sufficient to   meet   the  Company's
business  objectives   for the foreseeable future.

      The Indenture governing the Senior Notes requires  the
Company to maintain a minimum net worth of $25 million.   If the
Company's  net worth at the end of any two  consecutive fiscal
quarters  (the last day of such  second  consecutive fiscal
quarter being referred to as the "Trigger  Date"  is less  than
$25 million , then  the Company is  required  to make an offer to
all Senior Note holders to acquire on a pro rata  basis, Senior
Notes in the aggregate principal  amount of  $5  million (the
"Net Worth Offer") at a purchase  price equal  to 100% of the
principal amount thereof, plus accrued interest  to  the date of
repurchase.  Notwithstanding  this requirement to offer to, and
then, repurchase Senior  Notes, the Indenture allows the Company
to credit against the  Net  Worth  Offer, the principal amount of
any  Senior Notes  acquired  by the Company prior to the  Trigger
Date, through repurchase or optional redemption.  The Company
may not, however, use any specific Senior Note repurchase in any
more  than  one  Net  Worth Offer.  In no  event  shall  the
failure to meet the minimum net worth requirement at the end of
any fiscal quarter be counted toward the making of  more than one
Net Worth Offer.

      For  the  fiscal quarter ended January 31,  1997,  the
Company  is  not  in compliance with its minimum  net  worth
covenant.   In addition, management believes it is  unlikely that
the minimum net worth will be met as of April 30, 1997, which
date would represent the Trigger Date for a net worth offer.
However, the Company has purchased  or  redeemed  a sufficient
amount of Senior Notes believed necessary to meet repurchase
obligations  resulting from  the  first  Trigger Date.   While
there are no assurances, management  believes that  future
income  from operations  and  gains  from  the extinguishment of
Senior Notes will be sufficient to restore minimum net worth
before any future Trigger Dates.

      There  can be no assurance that the impact  of  market
conditions affecting the demand for homes or the availability of
debt financing will not adversely affect the Company's  future
need for capital.  However,  the  Company expects  that available
capital resources will be sufficient to  meet  its  normal
operating requirements over  the  near term.

<PAGE>



PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings
         -----------------
(a)  None


Item 2.  Changes in Securities
         ---------------------
(a)  None


Item 3.  Defaults upon Senior Securities
         -------------------------------
(a)  Refer to note 5 of Notes to Consolidated Financial Statements.


Item  4.   Submission of Matters to a Vote of Security Holders
           ----------------------------------------------------
(a)  None


Item 5.  Other Information
         -----------------
(a)  None


Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------
(a)   There are no exhibits attached to this report.

(b)   The Company did not file any reports on Form  8-K
during the period.

<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.

                    THE FORECAST GROUP "Registered Tradename", L.P.

                             By:  FORECAST "Registered Tradename" HOMES, INC.
                                ---------------------------------------------
                                  A California Corporation
                                  its General Partner

March  14, 1997              By:  /s/  James  P. Previti
- ---------------                 ------------------------
     Date                         James   P.Previti
                                  President



                             By:  /s/ Thomas Connelly
                                ---------------------
                                  Thomas Connelly
                                  Senior Vice President
                                  Principal Financial and
                                  Accounting Officer


                   By:  FORECAST "Registered Tradename" CAPITAL CORPORATION
                        ---------------------------------------------------


March 14, 1997               By:  /s/ James P. Previti
- --------------                  ----------------------
     Date                         James P. Previti
                                  President



                             By:  /s/ Thomas Connelly
                                ---------------------
                                  Thomas Connelly
                                  Senior Vice President
                                  Principal Financial and
                                  Accounting Officer




<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          OCT-31-1997
<PERIOD-END>                               JAN-31-1997
<CASH>                                         5883000
<SECURITIES>                                         0
<RECEIVABLES>                                  3958000
<ALLOWANCES>                                         0
<INVENTORY>                                   73992000
<CURRENT-ASSETS>                              86872000
<PP&E>                                         1115000
<DEPRECIATION>                                   72000
<TOTAL-ASSETS>                                86872000
<CURRENT-LIABILITIES>                         66862000
<BONDS>                                       29075000
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                  86872000
<SALES>                                       24843000
<TOTAL-REVENUES>                              24843000
<CGS>                                         21618000
<TOTAL-COSTS>                                 26926000
<OTHER-EXPENSES>                               (39000)
<LOSS-PROVISION>                             (6635000)
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              (8548000)
<INCOME-TAX>                                 (8548000)
<INCOME-CONTINUING>                          (8548000)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                1634000
<CHANGES>                                            0
<NET-INCOME>                                 (6914000)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission