UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 2002
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 #0-16790
Inland's Monthly Income Fund, L.P.
(Exact name of registrant as specified in its charter)
Delaware |
#36-3525989 |
(State or other jurisdiction |
(I.R.S. Employer Identification Number) |
of incorporation or organization) |
|
2901 Butterfield Road, Oak Brook, Illinois |
60523 |
(Address of principal executive office) |
(Zip code) |
Registrant's telephone number, including area code: 630-218-8000
N/A
(Former name, former address and former fiscal
year, if changed since last report)
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
- -1-
INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)
Balance Sheets
September 30, 2002 and December 31, 2001
(unaudited)
Assets
2002 |
2001 |
||
Current assets: |
|||
Cash and cash equivalents |
$ |
1,700,115 |
996,745 |
Mortgage and other interest receivable |
8,718 |
22,536 |
|
Current portion of mortgage loans receivable |
16,770 |
36,848 |
|
Total current assets |
1,725,603 |
1,056,129 |
|
Investment properties (including acquisition fees paid to Affiliates of $1,186,224, as of September 30, 2002 and December 31, 2001): |
|||
Land |
1,982,878 |
1,982,878 |
|
Buildings and improvements |
10,150,722 |
10,150,722 |
|
12,133,600 |
12,133,600 |
||
Less accumulated depreciation |
4,335,262 |
4,130,379 |
|
Net investment properties |
7,798,338 |
8,003,221 |
|
Other assets: |
|||
Mortgage loans receivable, less current portion |
1,520,429 |
3,015,284 |
|
Deferred loan fees (net of accumulated amortization of $89,223 and $84,634 at September 30, 2002 and December 31, 2001, respectively) |
9,687 |
14,276 |
|
Deferred leasing fees (including $219,451 paid to Affiliates) (net of accumulated amortization of $320,170 and $316,734 at September 30, 2002 and December 31, 2001, respectively) |
24,217 |
27,653 |
|
Deferred rent receivable (Note 2) |
215,067 |
131,319 |
|
Total other assets |
1,769,400 |
3,188,532 |
|
Total assets |
$ |
11,293,341 |
12,247,882 |
See accompanying notes to financial statements.
-2-
INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)
Balance Sheets
(continued)
September 30, 2002 and December 31, 2001
(unaudited)
Liabilities and Partners' Capital
2002 |
2001 |
||
Current liabilities: |
|||
Accounts payable and accrued expenses |
$ |
10,254 |
10,474 |
Accrued real estate taxes |
1,871 |
2,500 |
|
Distributions payable (Note 4) |
113,778 |
123,008 |
|
Due to Affiliates (Note 3) |
7,341 |
7,439 |
|
Deposits held for others |
83,153 |
116,695 |
|
Current portion of deferred gain on sale of investment property |
4,498 |
7,050 |
|
Total current liabilities |
220,895 |
267,166 |
|
Deferred loan fees |
2,496 |
8,561 |
|
Long-term debt |
1,515,000 |
1,515,000 |
|
Commission payable to Affiliates (Note 3) |
156,835 |
156,835 |
|
Deferred gain on sale of investment property, less current portion |
304,738 |
759,768 |
|
Total liabilities |
2,199,964 |
2,707,330 |
|
Partners' capital: |
|||
General Partner: |
|||
Capital contribution |
500 |
500 |
|
Supplemental Capital Contributions |
2,095,863 |
2,095,863 |
|
Supplemental capital distributions to Limited Partners |
(2,095,863) |
(2,095,863) |
|
Cumulative net loss |
(36,743) |
(36,743) |
|
|
(36,243) |
(36,243) |
|
Limited Partners: |
|||
Units of $500. Authorized 60,000 Units, 59,285.65 Units outstanding (net of offering costs of $3,289,242, of which $388,902 was paid to Affiliates) |
26,353,582 |
26,353,582 |
|
Supplemental Capital Contributions from General Partner |
2,095,863 |
2,095,863 |
|
Cumulative net income |
25,156,560 |
23,736,609 |
|
Cumulative distributions |
(44,476,385) |
(42,609,259) |
|
|
9,129,620 |
9,576,795 |
|
Total Partners' capital |
9,093,377 |
9,540,552 |
|
Total liabilities and Partners' capital |
$ |
11,293,341 |
12,247,882 |
See accompanying notes to financial statements.
-3-
INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)
Statements of Operations
For the three and nine months ended September 30, 2002 and 2001
(unaudited)
Three months |
Three months |
Nine months |
Nine months |
||
ended |
ended |
ended |
Ended |
||
September 30, 2002 |
September 30, 2001 |
September 30, 2002 |
September 30, 2001 |
||
Income: |
|||||
Rental income (Notes 1 and 2) |
$ |
389,972 |
401,708 |
1,169,914 |
1,252,031 |
Interest income |
33,365 |
66,481 |
162,040 |
218,076 |
|
Other income |
17,429 |
4,397 |
30,048 |
11,381 |
|
440,766 |
472,586 |
1,362,002 |
1,481,488 |
||
Expenses: |
|||||
Professional services to Affiliates |
3,238 |
7,518 |
9,665 |
18,398 |
|
Professional services to non-affiliates |
3,000 |
2,000 |
33,760 |
34,108 |
|
General and administrative expenses to Affiliates |
7,573 |
8,791 |
20,078 |
24,224 |
|
General and administrative expenses to non-affiliates |
10,658 |
8,498 |
30,755 |
66,393 |
|
Property operating expenses to Affiliates |
3,873 |
7,738 |
11,467 |
17,665 |
|
Property operating expenses to non- affiliates |
- |
70,230 |
924 |
163,548 |
|
Interest expense to non-affiliates |
26,985 |
26,986 |
80,076 |
80,077 |
|
Depreciation |
68,294 |
15,443 |
204,883 |
176,391 |
|
Amortization |
2,675 |
2,675 |
8,025 |
8,945 |
|
126,296 |
149,879 |
399,633 |
589,749 |
||
Operating income |
314,470 |
322,707 |
962,369 |
891,739 |
|
Gain on sale of investment property |
196,903 |
76,905 |
457,582 |
227,063 |
|
Net income |
$ |
511,373 |
399,612 |
1,419,951 |
1,118,802 |
========== |
========== |
========== |
========== |
||
Net income allocated to: |
|||||
General Partner |
- |
- |
- |
- |
|
Limited Partners |
511,373 |
399,612 |
1,419,951 |
1,118,802 |
|
Net income |
$ |
511,373 |
399,612 |
1,419,951 |
1,118,802 |
========== |
========== |
========== |
========== |
||
Net income per weighted average Limited Partner Units of 59,285.65 |
$ |
8.63 |
6.74 |
23.95 |
18.87 |
========== |
========== |
========== |
========== |
See accompanying notes to financial statements.
-4-
INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)
Statements of Cash Flows
For the nine months ended September 30, 2002 and 2001
(unaudited)
2002 |
2001 |
||
Cash flows from operating activities: |
|||
Net income |
$ |
1,419,951 |
1,118,802 |
Adjustments to reconcile net income to net cash provided by operating activities: |
|||
Gain on sale of investment property |
(457,582) |
(227,063) |
|
Depreciation |
204,883 |
176,391 |
|
Amortization |
8,025 |
8,945 |
|
Changes in assets and liabilities: |
|||
Mortgage and other interest receivable |
13,818 |
2,947 |
|
Other current assets |
- |
289 |
|
Deferred rent receivable |
(83,748) |
97,070 |
|
Accounts payable and accrued expenses |
(220) |
2,000 |
|
Accrued real estate taxes |
(629) |
625 |
|
Due to Affiliates |
(98) |
(2,655) |
|
Unearned income |
(6,065) |
(4,836) |
|
Net cash provided by operating activities |
1,098,335 |
1,172,515 |
|
Cash flows from investing activities: |
|||
Principal payments received on mortgage loans receivable |
1,514,933 |
708,301 |
|
Proceeds from disposition of property |
- |
33,945 |
|
Net cash provided by investing activities |
1,514,933 |
742,246 |
|
Cash flows from financing activities: |
|||
Cash distributions |
(1,876,356) |
(1,819,615) |
|
Deposits held for others |
(33,542) |
(34,379) |
|
Net cash used in financing activities |
(1,909,898) |
(1,853,994) |
|
Net increase in cash and cash equivalents |
703,370 |
60,767 |
|
Cash and cash equivalents at beginning of period |
996,745 |
836,505 |
|
Cash and cash equivalents at end of period |
$ |
1,700,115 |
897,272 |
Supplemental disclosure of non-cash investing activities: |
|||
Cash paid for interest |
$ |
80,370 |
80,077 |
Commission payable to Affiliate |
$ |
- |
5,635 |
See accompanying notes to financial statements.
-5-
INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)
Notes to Financial Statements
September 30, 2002
(unaudited)
Readers of this Quarterly Report should refer to the Partnership's audited financial statements for the fiscal year ended December 31, 2001, which are included in the Partnership's 2001 Annual Report, as certain footnote disclosures which would substantially duplicate those contained in such audited financial statements have been omitted from this Report.
(1) Organization and Basis of Accounting
Inland's Monthly Income Fund, L.P. (the "Partnership"), was formed on March 26, 1987 pursuant to the Delaware Revised Uniform Limited Partnership Act, to invest in improved residential, retail, industrial and other income producing properties. On August 3, 1987, the Partnership commenced an Offering of 50,000 (subject to an increase up to 60,000) Limited Partnership Units ("Units") pursuant to a Registration Statement under the Securities Act of 1933. The Offering terminated on August 3, 1988, with total sales of 59,999 Units at $500 per Unit, resulting in gross offering proceeds of $29,999,500, not including the General Partner's contribution of $500. All of the holders of these Units were admitted to the Partnership. Inland Real Estate Investment Corporation is the General Partner. The Limited Partners of the Partnership share in the benefits of ownership of the Partnership's real property investments in proportion to the number of Units held. The Partnership has repurchased a total of 713 Units for $
356,676 from various Limited Partners through the Unit Repurchase Program. There are no funds remaining for the repurchase of Units through this program.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
In the opinion of management, the financial statements contain all the adjustments necessary, which are of a normal recurring nature, to present fairly the financial position and results of operations for the periods presented herein. Results of interim periods are not necessarily indicative of results to be expected for the year.
(2) Deferred Rent Receivable
Certain tenant leases contain provisions providing for scheduled rent increases. Generally accepted accounting principles require that rental income be recorded for the period of occupancy on a straight-line basis. The accompanying financial statements include an increase of $83,748 and a decrease of $97,070 for 2002 and 2001, respectively, of rental income for the period of occupancy for which scheduled rent increases apply and $215,067 and $131,319 in related deferred rent receivable as of September 30, 2002 and December 31, 2001, respectively. These amounts will be collected over the terms of the related leases as scheduled rent payments are made.
-6-
INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
September 30, 2002
(unaudited)
(3) Transactions with Affiliates
The General Partner and its Affiliates are entitled to reimbursement for salaries and expenses of employees of the General Partner and its Affiliates relating to the administration of the Partnership. Such costs are included in professional services and general and administrative expenses to Affiliates, of which $7,341 and $7,439 was unpaid at September 30, 2002 and December 31, 2001, respectively.
An Affiliate of the General Partner is entitled to receive Property Management Fees for management and leasing services. The Partnership has incurred property management fees of $11,467 and $17,665 for the nine months ended September 30, 2002 and 2001, respectively.
In connection with the sale of McHenry Plaza Shopping Center on July 19, 2000, the Partnership recorded $68,700 of sales commission payable to an Affiliate of the General Partner. Such commission has been deferred until the Limited Partners receive their Original Capital plus a return as specified in the Partnership Agreement.
In connection with the sale of Rantoul Walmart on August 5, 2000, the Partnership recorded $82,500 of sales commission payable to an Affiliate of the General Partner. Such commission has been deferred until the Limited Partners receive their Original Capital plus a return as specified in the Partnership Agreement.
In connection with the sale of Douglas Towers on August 24, 2001, the Partnership recorded $5,635 of sales commission payable to an Affiliate of the General Partner. Such commission has been deferred until the Limited Partners receive their Original Capital plus a return as specified in the Partnership Agreement.
(4) Subsequent Events
During October 2002, the Partnership paid a distribution of $113,778 to the Limited Partners.
- -7-
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this quarterly report on Form 10-Q constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Partnership's actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. These factors include, among other things, competition for tenants; federal, state, or local regulations; adverse changes in general economic or local conditions; inability of borrower to meet financial obligations; uninsured losses; and potential conflicts of interest between the Partnership and its Affiliates, including the General Partner.
Liquidity and Capital Resources
On August 3, 1987, the Partnership commenced an Offering of 50,000 (increased to 60,000) Limited Partnership Units pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. The Offering terminated on August 3, 1988, with total sales of 59,999 Units at $500 per Unit, resulting in gross offering proceeds of $29,999,500, not including the General Partner's contribution of $500. All of the holders of these Units have been admitted to the Partnership. The Partnership acquired seven properties utilizing $25,831,542 of capital proceeds collected. During 1994 and 1995, the Partnership sold the thirty-eight six-unit condominium buildings comprising the Schaumburg Terrace condominium complex. The Partnership sold one of the three lots adjacent to the Hillside Living Center during September 1997. In August 2001, the Partnership sold the 35 unit retirement apartment center, Douglas Tower apartments. As of September 30, 2002, cumulative distributions to Limited Partners totaled $44,476,385, in
cluding $2,095,863 of Supplemental Capital Contributions from the General Partner, which represents distributable cash flow from the properties. The Partnership repurchased 713 Units for $356,676 from various Limited Partners through the Unit Repurchase Program. There are no funds remaining for the repurchase of Units through this program.
As of September 30, 2002, the Partnership had cash and cash equivalents of approximately $1,700,115 which includes approximately $83,000 for the payment of real estate taxes for Douglas and Hillside Living Centers.
The properties owned by the Partnership, along with the interest received on the Schaumburg Terrace mortgage receivables, are generating sufficient cash flow to meet the 8% annualized distributions to the Limited Partners (paid monthly), in addition to covering all the operating expenses of the Partnership. To the extent that the cash flow is insufficient to meet the Partnership's needs, the Partnership may rely on Supplemental Capital Contributions from the General Partner, advances from Affiliates of the General Partner, other short-term financing, or may sell one or more of the properties.
Results of Operations
As of September 30, 2002, the Partnership owns four operating properties which are leased on a "triple-net" basis which means that all expenses of the property are passed through to the tenant.
The gain on the sale of investment property recorded for the nine months ended September 30, 2002 and 2001 is the result of deferred gain from the Schaumburg Terrace condominium sales being recognized as cash is received on the related financing extended by the Partnership to the individual purchasers.
- -8-
Rental income, property operating expenses to Affiliates and non-affiliates decreased for the nine months ended September 30, 2002, as compared to the nine months ended September 30, 2001, due to the sale of the Douglas Towers apartment. As part of the lease extension on the Douglas Living and Retirement Center, Elite requested that they be released from the management of Douglas Towers, the 35-unit retirement apartment center. The Partnership agreed and took over management of the apartments in May 2000. In August 2001, the Partnership sold the apartment center.
Other income for the nine months ended September 30, 2002 includes prepayment penalty income received on the prepayments of the mortgages receivable on the Schaumburg Terrace condominium sales and a state tax refund received.
As of August 1, 2002, the purchaser of the Douglas Towers apartment complex has ceased making interest payments on the amount due to the Partnership. The Partnership did not record any additional interest income receivable subsequent to the cessation of interest payments. The Partnership is in the process of obtaining title to the property through a deed in lieu of foreclosure.
Professional services to Affiliates decreased for the nine months ended September 30, 2002, as compared to the nine months ended September 30, 2001, due to a decrease in legal accounting services.
General and administrative expenses to Affiliates decreased for the nine months ended September 30, 2002, as compared to the nine months ended September 30, 2001, due to a decrease in investor service expense. General and administrative expenses to non-affiliates decreased for the nine months ended September 30, 2002, as compared to the nine months ended September 30, 2001, due to a decrease in the Illinois replacement tax. The 2001 replacement tax was higher as a result of the sale of the McHenry Shopping Center and the Rantoul Walmart.
The following is a list of approximate occupancy levels for the Partnership's investment properties as of the end of each quarter during 2001 and 2002:
2001 |
2002 |
|||||||||
Properties |
03/31 |
06/30 |
09/30 |
12/31 |
03/31 |
06/30 |
09/30 |
12/31 |
||
Douglas Living & Retirement Center |
100% |
100% |
100% |
100% |
100% |
100% |
100% |
|||
Mattoon, Illinois |
||||||||||
Hillside Living Center |
100% |
100% |
100% |
100% |
100% |
100% |
100% |
|||
Yorkville, Illinois |
||||||||||
Scandinavian Health Spa |
100% |
100% |
100% |
100% |
100% |
100% |
100% |
|||
Westlake, Ohio |
||||||||||
Duncan Wal-Mart * |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
|||
Duncan, Oklahoma |
* This store has been vacated by the lessee, however the lessee continues to pay rent.
-9-
Item 3: Quantitative and Qualitative Disclosures about Market Risks
Not Applicable.
Item 4: Controls and Procedures
Within 90 days prior to the filing date of this report, the General Partner conducted, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information that is required to be disclosed in the periodic reports that we must file with the Securities and Exchange Commission.
There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.
PART II - Other Information
Items 1 through 5 are omitted because of the absence of conditions under which they are required.
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits:
99.1 Section 906 Certification by the Principal Executive Officer
99.2 Section 906 Certification by the Principal Financial Officer
(b) Reports on Form 8-K:
None
- -10-
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.
INLAND'S MONTHLY INCOME FUND, L.P. |
|
By: |
Inland Real Estate Investment Corporation |
General Partner |
|
/S/ BRENDA G. GUJRAL |
|
By: |
Brenda G. Gujral |
President |
|
Date: |
November 12, 2002 |
/S/ PATRICIA A. DELROSSO |
|
By: |
Patricia A. DelRosso |
Senior Vice President |
|
Date: |
November 12, 2002 |
/S/ KELLY TUCEK |
|
By: |
Kelly Tucek |
Assistance Vice President and |
|
Principal Financial Officer |
|
Date: |
November 12, 2002 |
- -11-
SECTION 302 CERTIFICATION
I, Brenda G. Gujral, President, certify that:
By: Inland Real Estate Investment Corporation
General Partner
/S/ Brenda G. Gujral
Name: Brenda G. Gujral
Title: President of the General Partner and
Principal Executive Officer of Inland's Monthly Income Fund, L.P
Date: November 12, 2002
-12-
Section 302 CERTIFICATION
I, Kelly Tucek, Assistant Vice President, certify that:
By: Inland Real Estate Investment Corporation
General Partner
/S/ Kelly Tucek____________________________________
Name: Kelly Tucek
Title: Assistant Vice President of the General Partner and
Principal Financial Officer of Inland's Monthly Income Fund, L.P.
Date: November 12, 2002
-13-