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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:

    1. I have reviewed this quarterly report on Form 10-Q of Inland's Monthly Income Fund, L.P.;
    2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
    3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
    4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
      1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
      2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
      3. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

    5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
      1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
      2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

    6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
    7. 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:

    8. I have reviewed this quarterly report on Form 10-Q of Inland's Monthly Income Fund, L.P.;
    9. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
    10. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
    11. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
      1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
      2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
      3. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
    12. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
      1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
      2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
    13. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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-