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 March 31, 2003
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
Indicate by a checkmark whether the registrant is an accelerated filer (as defined in Securities Exchange Act Rule 12b-2) Yes No X
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INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)
Balance Sheets
March 31, 2003 and December 31, 2002
(unaudited)
Assets
2003 |
2002 |
||
Current assets: |
|||
Cash and cash equivalents |
$ |
994,198 |
1,904,517 |
Mortgage and other interest receivable |
3,591 |
3,636 |
|
Current portion of mortgage loans receivable |
7,034 |
6,883 |
|
Total current assets |
1,004,823 |
1,915,036 |
|
Investment properties (including acquisition fees paid to Affiliates of $1,186,224, as of March 31, 2003 and December 31, 2002, respectively): |
|||
Land |
1,982,878 |
1,982,878 |
|
Buildings and improvements |
10,550,722 |
10,150,722 |
|
|
12,533,600 |
12,133,600 |
|
Less accumulated depreciation |
4,471,851 |
4,403,556 |
|
Net investment properties |
8,061,749 |
7,730,044 |
|
Other assets: |
|||
Mortgage loans receivable, less current portion |
880,101 |
881,934 |
|
Deferred loan fees (net of accumulated amortization of $92,282 and $90,752 at March 31, 2003 and December 31, 2002, respectively) |
6,628 |
8,158 |
|
Deferred leasing fees (including $219,451 paid to Affiliates) (net of accumulated amortization of $322,460 and $321,315 at March 31, 2003 and December 31, 2002, respectively) |
21,927 |
23,072 |
|
Deferred rent receivable (Note 2) |
234,740 |
238,911 |
|
Total other assets |
1,143,396 |
1,152,075 |
|
Total assets |
$ |
10,209,968 |
10,797,155 |
See accompanying notes to financial statements.
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INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)
Balance Sheets
(continued)
March 31, 2003 and December 31, 2002
(unaudited)
Liabilities and Partners' Capital
2003 |
2002 |
||
Current liabilities: |
|||
Accounts payable and accrued expenses |
$ |
44,391 |
11,585 |
Accrued real estate taxes |
3,126 |
2,500 |
|
Distributions payable (Note 4) |
110,778 |
114,175 |
|
Due to Affiliates (Note 3) |
5,606 |
3,795 |
|
Deposits held for others |
125,964 |
105,222 |
|
Current portion of deferred gain on sale of investment property |
1,898 |
1,742 |
|
Total current liabilities |
291,763 |
239,019 |
|
Deferred loan fees |
683 |
800 |
|
Long-term debt |
1,515,000 |
1,515,000 |
|
Commission payable to Affiliates |
156,835 |
156,835 |
|
Deferred gain on sale of investment property, less current portion |
115,230 |
115,861 |
|
Total liabilities |
2,079,511 |
2,027,515 |
|
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 |
25,867,023 |
25,678,129 |
|
Cumulative distributions |
(46,149,768) |
(45,321,691) |
|
|
8,166,700 |
8,805,883 |
|
Total Partners' capital |
8,130,457 |
8,769,640 |
|
Total liabilities and Partners' capital |
$ |
10,209,968 |
10,797,155 |
See accompanying notes to financial statements.
-3-
INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)
Statements of Operations
For the three months ended March 31, 2003 and 2002
(unaudited)
2003 |
2002 |
||
Income: |
|||
Rental income (Note 2) |
$ |
361,958 |
389,971 |
Interest income |
13,192 |
69,991 |
|
Other income |
- |
7,769 |
|
|
375,150 |
467,731 |
|
Expenses: |
|||
Professional services to Affiliates |
7,618 |
2,194 |
|
Professional services to non-affiliates |
29,980 |
30,760 |
|
General and administrative expenses to Affiliates |
10,209 |
6,286 |
|
General and administrative expenses to non-affiliates |
30,092 |
16,687 |
|
Property operating expenses to Affiliates |
3,869 |
3,795 |
|
Property operating expenses to non-affiliates |
7,594 |
924 |
|
Interest expense to non-affiliates |
26,399 |
26,399 |
|
Depreciation |
68,295 |
68,295 |
|
Amortization |
2,675 |
2,674 |
|
|
186,731 |
158,014 |
|
Operating income |
188,419 |
309,717 |
|
Gain on sale of investment property |
475 |
2,705 |
|
Net income |
$ |
188,894 |
312,422 |
Net income allocated to: |
|||
General Partner |
$ |
- |
- |
Limited Partners |
188,894 |
312,422 |
|
Net income |
$ |
188,894 |
312,422 |
Net income per Unit allocated to Limited Partners per weighted average Limited Partnership Units of 59,285.65 |
$ |
3.19 |
5.27 |
See accompanying notes to financial statements.
-4-
INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)
Statements of Cash Flows
For the three months ended March 31, 2003 and 2002
(unaudited)
2003 |
2002 |
||
Cash flows from operating activities: |
|||
Net income |
$ |
188,894 |
312,422 |
Adjustments to reconcile net income to net cash provided by operating activities: |
|||
Gain on sale of investment property |
(475) |
(2,705) |
|
Depreciation |
68,295 |
68,295 |
|
Amortization |
2,675 |
2,674 |
|
Changes in assets and liabilities: |
|||
Interest receivable |
45 |
82 |
|
Deferred rent receivable |
4,171 |
(29,952) |
|
Accounts payable and accrued expenses |
32,806 |
11,906 |
|
Accrued real estate taxes |
626 |
625 |
|
Due to Affiliates |
1,811 |
(2,483) |
|
Deferred loan fees |
(117) |
(703) |
|
Net cash provided by operating activities |
298,731 |
360,161 |
|
Cash flows from investing activities: |
|||
Additions to investment property |
(400,000) |
- |
|
Principal payments received on mortgage loans receivable |
1,682 |
8,933 |
|
Net cash provided by (used in) investing activities |
(398,318) |
8,933 |
|
Cash flows from financing activities: |
|||
Cash distributions |
(831,474) |
(357,118) |
|
Deposits held for others |
20,742 |
19,456 |
|
Net cash used in financing activities |
(810,732) |
(337,662) |
|
Net increase (decrease) in cash and cash equivalents |
(910,319) |
31,432 |
|
Cash and cash equivalents at beginning of period |
1,904,517 |
996,745 |
|
Cash and cash equivalents at end of period |
$ |
994,198 |
1,028,177 |
Supplemental disclosure of non-cash investing activities: |
|||
Cash paid for interest |
$ |
26,399 |
26,399 |
See accompanying notes to financial statements.
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INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)
Notes to Financial Statements
March 31, 2003
(unaudited)
Readers of this Quarterly Report should refer to the Partnership's audited financial statements for the fiscal year ended December 31, 2002, which are included in the Partnership's 2002 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 or units pursuant to a Registration Statement under the Securities Act of 1933. The offering terminated on August 3, 1988, after the Partnership had sold 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 as limited partners to the Partnership. Inland Real Estate Investment Corporation is the general partner. The limited partners 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 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 a decrease of $4,171 and an increase of $29,952 for the three months ended March 31, 2003 and 2002, respectively, of rental income for the period of occupancy for which scheduled rent increases apply and $234,740 and $238,911 in related deferred rent receivable as of March 31, 2003 and December 31, 2002, 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)
March 31, 2003
(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 $5,606 and $3,795 was unpaid at March 31, 2003 and December 31, 2002, respectively.
An Affiliate of the general partner is entitled to receive property management fees for management and leasing services. The Partnership has incurred and paid property management fees of $3,869 and $3,795 for the three months ended March 31, 2003 and 2002, 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 April 2003, the Partnership paid a distribution of $110,778 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, we commenced an offering of 50,000 (increased to 60,000) limited partnership units or units pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. The offering terminated on August 3, 1988, after we had sold 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 as limited partners to the partnership. We acquired seven properties using $25,831,542 of capital proceeds received. During 1994 and 1995, we sold the thirty-eight six-unit condominium buildings comprising the Schaumburg Terrace condominium complex. We sold one of the three lots adjacent to the Hillside Living Center during September 1997. In August 2001, we sold the 35 unit retirement apartment center, Douglas Tower apartments. As of March 31, 2003, cumulative distributions to limited partners totaled $46,149,768, including $2,095,863 of supplemental capital cont
ributions from the general partner, which represents distributable cash flow from the properties. We 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 March 31, 2003, we had cash and cash equivalents of approximately $994,000 which includes approximately $126,000 for the payment of real estate taxes for Douglas and Hillside Living Centers.
Due to the payoff of the mortgage receivables relating to the sale of Schaumburg Terrace and additional property expenses incurred relating to Douglas Towers, the properties we own, along with the interest received on the Schaumburg Terrace mortgage receivables, did not generate sufficient cash flow to meet the 8% annualized distributions to the limited partners (paid monthly), in addition to covering all our operating expenses for the three months ended March 31, 2003. As a result, we have relied on working capital retained from the principal payoffs of the Schaumburg Terrace receivable to meet our cash requirements. To the extent that future cash flow is insufficient to meet our requirements, we may rely on working capital reserve, supplemental capital contributions from our general partner, advances from affiliates of our general partner, other short-term financing, or may sell one or more of the properties.
We executed an amendment of the Scandinavian Health Spa lease through September 30, 2013. Annual base rent will increase from $359,094 to $383,231 per year commencing April 1, 2003. As part of the extension, we paid $400,000 for tenant improvements and equipment at the property
- -8-
Transactions with Related Parties
Our general partner and its affiliates are entitled to reimbursement for salaries and expenses of employees of the general partner and its affiliates relating to our administration. Such costs are included in professional services and general and administrative expenses to affiliates, of which $7,606, and $3,795 was unpaid at March 31, 2003 and December 31, 2002, respectively.
An affiliate of our general partner is entitled to receive property management fees for management and leasing services. We incurred and paid property management fees of $3,869 and $3,795 for the three months ended March 31, 2003 and 2002, respectively.
Results of Operations
As of March 31, 2003, we own four operating properties, two living centers, a health club and a Walmart, 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 of $475 and $2,705 for the three months ended March 31, 2003 and 2002, respectively, is the result of deferred gains from the Schaumburg Terrace condominium sales being recognized as cash is received on the related financing extended to the individual purchasers. As of March 31, 2003, there are two mortgage loans receivable remaining relating to the sale of the Schaumburg Terrace condominiums.
Rental income was $361,958 and $389,971 for the three months ended March 31, 2003 and 2002, respectively. This decrease is due to lower effective annual rents on the nursing home properties as a result of lease amendments effective March 1, 2003.
Interest income was $13,192 and $69,991 for the three months ended March 31, 2003 and 2002, respectively. This decrease is due to the payoff of nine mortgage loans receivable in 2002.
In 2001, we sold the Douglas Towers apartment center on an installment basis and recorded a note receivable from the purchaser. As of August 1, 2002, the purchaser of the Douglas Towers apartment complex had ceased making the interest payments on the amount due to us. We have not recorded any additional interest income receivable subsequent to the cessation of interest payments. We are in the process of foreclosing on the property and as a result of the foreclosure will obtain title to the property. The foreclosure sale is scheduled for June 11, 2003.
Property operating expenses to non-affiliates were $7,594 and $924 for the three months ended March 31, 2003 and 2002, respectively. This increase is due to property level expenses relating to Douglas Towers that we paid while in the process of obtaining title to the property.
Professional services to affiliates were $7,618 and $2,194 for the three months ended March 31, 2003 and 2002, respectively. This increase is due to increases in legal and accounting services required by us.
General and administrative expenses to affiliates were $10,209 and $6,286 for the three months ended March 31, 2003 and 2002, respectively. This increase is due to mortgage servicing fees paid. General and administrative expenses to non-affiliates were $30,092 and $16,687 for the three months ended March 31, 2003 and 2002, respectively. This increase is due to an increase in the Illinois replacement tax incurred.
- -9-
The following is a list of approximate occupancy levels for the partnership's investment properties as of the end of each quarter during 2002 and 2003:
2002 |
2003 |
||||||
Properties |
03/31 |
06/30 |
09/30 |
12/31 |
03/31 |
||
Douglas Living & Retirement Center |
100% |
100% |
100% |
100% |
100% |
||
Mattoon, Illinois |
|||||||
Hillside Living Center |
100% |
100% |
100% |
100% |
100% |
||
Yorkville, Illinois |
|||||||
Scandinavian Health Spa |
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.
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: |
May 12, 2003 |
/S/ PATRICIA A. DELROSSO |
|
By: |
Patricia A. DelRosso |
Senior Vice President |
|
Date: |
May 12, 2003 |
/S/ KELLY TUCEK |
|
By: |
Kelly Tucek |
Assistance Vice President and |
|
Principal Financial Officer |
|
Date: |
May 12, 2003 |
- -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: May 12, 2003
-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: May 12, 2003
-13-
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: May 12, 2003
-13-