INLAND MORTGAGE INVESTORS FUND LP
10-Q, 1995-11-13
ASSET-BACKED SECURITIES
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<PAGE>
 
                                 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, 1995

                                      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 #0-15759


                     Inland Mortgage Investors Fund, L.P.
            (Exact name of registrant as specified in its charter)



        Delaware                                #36-3436439
(State or other jurisdiction        (I.R.S. Employer Identification Number)
 of incorporation or organization)


2901 Butterfield Road, Oak Brook, Illinois                  60521
(Address of principal executive office)                   (Zip code)


       Registrant's telephone number, including area code:  708-218-8000


                                      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-
<PAGE>
 
                     INLAND MORTGAGE INVESTORS FUND, L.P.
                            (a limited partnership)

                                Balance  Sheets

                   September 30, 1995 and December 31, 1994
                                  (unaudited)

                                    Assets
                                    ------
                                                          1995         1994
                                                      -----------    ---------
Cash and cash equivalents (Note 1)................    $   281,080      265,659
Accrued interest and other receivables............         47,589       59,242
Mortgage loans receivable (Note 3)................      5,642,440    6,145,964 
                                                      -----------    ---------
Total assets......................................    $ 5,971,109    6,470,865
                                                      ===========    =========


                       Liabilities and Partners' Capital
                       ---------------------------------
Liabilities:
  Accounts payable................................    $       495          623
  Due to Affiliates (Note 2)......................          2,540          423
  Unearned income (Note 1)........................          8,093       12,842 
                                                      -----------    ---------
    Total liabilities.............................         11,128       13,888 
                                                      -----------    ---------
Partners' capital (Notes 1, 2 and 4):
  General Partner:
    Capital contribution..........................            500          500
    Cumulative net income.........................        251,192      231,055
    Cumulative cash distributions.................       (242,365)    (222,500)
                                                      -----------    ---------
                                                            9,327        9,055 
                                                      -----------    ---------

Limited Partners:
  Units of $500. Authorized 40,000 Units,
   20,129.24 Units outstanding at 1995 and
   1994 (net of offering costs of $1,082,660,
   of which $219,526 was paid to Affiliates)......      8,981,960    8,981,960
  Cumulative net income...........................      5,241,851    4,867,630
  Cumulative cash distributions...................     (8,273,157)  (7,401,668)
                                                      -----------    ---------
                                                        5,950,654    6,447,922 
                                                      -----------    ---------
  Total Partners' capital.........................      5,959,981    6,456,977 
                                                      -----------    ---------
Total liabilities and Partners' capital...........    $ 5,971,109    6,470,865
                                                      ===========    ========= 

                See accompanying notes to financial statements.

                                      -2-
<PAGE>
 
                      INLAND MORTGAGE INVESTORS FUND L.P.
                            (a limited partnership)

                           Statements of Operations

        For the three and nine months ended September 30, 1995 and 1994
                                  (unaudited)

<TABLE> 
<CAPTION> 
                                            Three months      Nine months
                                               ended              ended
                                           September 30,      September 30,
                                         -----------------  ----------------
                                           1995     1994     1995     1994
                                         --------  -------  -------  -------
<S>                                      <C>       <C>      <C>      <C> 
Income:
  Interest and fees on mortgage
    loans receivable (Note 3)..........  $131,714  150,287  417,975  460,247
  Interest on investments..............    10,071    8,625   28,807   18,345
  Other income.........................       300    3,802    9,240    4,930 
                                         --------  -------  -------  -------

                                          142,085  162,714  456,022  483,522 
                                         --------  -------  -------  -------

Expenses:
  Professional services to Affiliates..     5,052    3,167   12,809   13,165
  Professional services to
    non-affiliates.....................        --     (438)  18,690   17,966
  General and administrative expenses  
    to Affiliates......................     8,109    7,903   25,061   26,971
  General and administrative expenses 
    to non-affiliates..................      (725)   1,113    5,104    5,945
  Property operating expenses to
    non-affiliates.....................        --       --       --    2,352 
                                         --------  -------  -------  -------

                                           12,436   11,745   61,664   66,399 
                                         --------  -------  -------  -------

Net income.............................  $129,649  150,969  394,358  417,123
                                         ========  =======  =======  =======

Net income allocated to:
  General Partner......................     6,953    6,908   20,137   20,084
  Limited Partners.....................   122,696  144,061  374,221  397,039 
                                         --------  -------  -------  -------

Net income.............................  $129,649  150,969  394,358  417,123
                                         ========  =======  =======  =======

Net income allocated to the one
  General Partner Unit................   $  6,953    6,908   20,137   20,084
                                         ========  =======  =======  =======

Net income per Limited Partner Unit
  (20,129.24 for 1995 and 1994)........  $   6.09     7.16    18.59    19.72
                                         ========  =======  =======  =======
</TABLE> 

                See accompanying notes to financial statements.

                                      -3-
<PAGE>
 
                     INLAND MORTGAGE INVESTORS FUND, L.P.
                            (a limited partnership)

                           Statements of Cash Flows

             For the nine months ended September 30, 1995 and 1994
                                  (unaudited)

<TABLE> 
<CAPTION> 
                                                      1995        1994
                                                    ---------   --------
<S>                                                 <C>         <C> 
Cash flows from operating activities:
  Net income......................................  $ 394,358    417,123
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Unearned income...............................     (4,749)    (5,732)
    Changes in assets and liabilities:
    Accrued interest and other receivables........     11,653      3,240
    Accounts payable..............................       (128)    (1,327)
    Due to Affiliates.............................      2,117        407 
                                                    ---------   --------

Net cash provided by operating activities.........    403,251    413,711 
                                                    ---------   --------

Cash flows from investing activities:
  Principal payments collected....................    503,524    399,926 
                                                    ---------   --------

Net cash provided by investing activities.........    503,524    399,926 
                                                    ---------   --------

Cash flows from financing activities:
  Distributions paid..............................   (891,354)  (714,746)
                                                    ---------   --------

Net cash used in financing activities.............   (891,354)  (714,746)
                                                    ---------   --------

Net increase in cash and cash equivalents.........     15,421     98,891
Cash and cash equivalents at beginning of period..    265,659    514,289 
                                                    ---------   --------

Cash and cash equivalents at end of period........  $ 281,080    613,180 
                                                    =========   ========
</TABLE> 

                See accompanying notes to financial statements.

                                      -4-
<PAGE>
 
                     INLAND MORTGAGE INVESTORS FUND, L.P.
                            (a limited partnership)

                         Notes to Financial Statements

                              September 30, 1995
                                  (unaudited)
    

Readers of this Quarterly Report should refer to the Partnership's audited
financial statements for the fiscal year ended December 31, 1994, which are
included in the Partnership's 1994 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 Mortgage Investors Fund, L.P. (the "Partnership") was organized on
December 5, 1985, pursuant to the Delaware Revised Uniform Limited Partnership
Act, to make or acquire loans secured by mortgages on improved, income-producing
multi-family residential properties in or near the Chicago metropolitan area. On
February 12, 1986, the Partnership commenced an Offering of 40,000 Limited
Partnership Units pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933. The Offering terminated on February 12, 1987, with total
sales of 20,129.24 Units at $500 per Unit resulting in $10,064,620 of gross
offering proceeds, not including the General Partner's contribution of $500.
Inland Real Estate Investment Corporation is the General Partner.

Offering costs have been offset against the Limited Partners' capital accounts.

Loan assumption fees received are deferred as unearned income and amortized as
yield adjustments on a straight-line basis over the remaining life of the
related loan.

The Partnership considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents and are carried at cost,
which approximates market.

No provision for Federal income taxes has been made as the liability for such
taxes is that of the Partners rather than the Partnership.

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 period presented
herein. Results of interim periods are not necessarily indicative of results to
be expected for the year.

                                      -5-
<PAGE>
 
                     INLAND MORTGAGE INVESTORS FUND, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)

                              September 30, 1995
                                  (unaudited)


(2)  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 to Affiliates and general and administrative expenses to
Affiliates, of which $2,540 and $423 was unpaid as of September 30, 1995 and
December 31, 1994, respectively.

Inland Mortgage Servicing Corporation, a subsidiary of the General Partner,
services the Partnership's mortgage loans receivable. Its services include
processing mortgage collections and escrow deposits and maintaining related
records. For these services, the Partnership is obligated to pay fees at an
annual rate equal to 1/4 of 1% of the outstanding mortgage loans receivable
balance of the Partnership. Such fees of $11,315 and $12,191 for the nine months
ended September 30, 1995 and 1994, respectively, have been incurred and paid to
the subsidiary and are included in the Partnership's general and administrative
expenses to Affiliates.

In connection with the sales of 6910 North Sheridan, 5420 North Kenmore and 712-
720 West Grace, sales commissions of $18,125, $27,500 and $14,553, respectively,
that have not been included in the costs of sale, may be payable to an Affiliate
of the General Partner to the extent that the Limited Partners have received
their Original Capital plus a return thereon as specified in the Partnership
Agreement.


(3)  Investment in Mortgage Loans Receivable

Mortgage loans receivable are collateralized by first mortgages and wrap
mortgages on multi-family residential properties located in Chicago, Illinois or
its surrounding metropolitan area. As additional collateral, the Partnership
holds assignments of rents and leases or personal guarantees of the borrowers.
Generally, the mortgage notes are payable in equal monthly installments based on
20 or 30 year amortization periods.

On March 1, 1995, the loan collateralized by the property located at 7434-42
North Hermitage, Chicago was extended for an additional five years. The new
maturity date of the loan is March 1, 2000 and the interest rate is 10.5%.

On May 23, 1995, the loan collateralized by the property located at 2659 South
Austin, Chicago, Illinois was prepaid by the borrower. The total proceeds
received from the prepayment were $459,103, which represented the current loan
balance, accrued interest and a 2% prepayment penalty. The proceeds were
distributed to the Limited Partners in July 1995.
    
                                      -6-
<PAGE>
 
                     INLAND MORTGAGE INVESTORS FUND, L.P.
                            (a limited partnership)
  
                         Notes to Financial Statements
                                  (continued)

                              September 30, 1995
                                  (unaudited)


(4)  Subsequent Events

In October 1995, the Partnership paid a distribution of $175,948 to the
Partners, of which $168,994 was distributed to the Limited Partners and $6,954
was distributed to the General Partner. Of the $168,994 distributed to the
Limited Partners, $36,877 was principal amortization and the remainder was from
net interest income.
 
                                      -7-
<PAGE>
 
Item 2. Management's Discussion and Analysis of Financial Condition and 
        Results of Operations


Liquidity and Capital Resources

On February 12, 1986, the Partnership commenced an Offering of 40,000 Limited
Partnership Units pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933. The Offering terminated on February 12, 1987, with total
sales of 20,129.24 Units at $500 per Unit resulting in $10,064,620 of gross
offering proceeds, not including the General Partner's contribution of $500. The
Partnership funded fifteen loans between October 1986 and August 1988 utilizing
$8,466,875 of capital proceeds collected, net of participations. As of September
30, 1995, cumulative distributions to Limited Partners totaled $8,273,157, of
which $2,896,653 represents principal amortization, payoffs on seven loans,
prepayment penalties and proceeds received from the sale of three properties.

At September 30, 1995, the Partnership had cash and cash equivalents 
aggregating $281,080 which will be utilized for future distributions to 
partners and working capital requirements.  The sources of future liquidity and 
distributions to the Limited and General Partners are expected to be from the 
collection of interest and repayment of principal of the Partnership's mortgage 
loan investments.  To the extent that these sources are insufficient to meet 
the Partnership's needs, the Partnership may rely on advances from Affiliates 
of the General Partner, other short-term financing, or may liquidate certain 
mortgage loans or other assets.


Results of Operations

Interest income on mortgage loans receivable decreased for the three and nine 
months ended September 30, 1995, as compared to the three and nine months ended 
September 30, 1994, due to the prepayments of the mortgage loans receivable 
collateralized by the properties located at 2906-10 Eastwood and 2659 South 
Austin on July 28, 1994 and May 23, 1995, respectively.

Interest on investments increased for the three and nine months ended September 
30, 1995, as compared to the three and nine months ended September 30, 1994, 
due to the Partnership investing the proceeds received from the prepayments of 
the mortgage loans receivable collateralized by the properties located at 2906-
10 Eastwood and 2659 South Austin until they were distributed and an increase 
in interest rates.

Other income increased for the nine months ended September 30, 1995, as 
compared to the nine months ended September 30, 1994, due to the Partnership 
receiving a 2% prepayment penalty on the prepayment of the mortgage loan 
receivable collateralized by the property located at 2659 South Austin.

                                      -8-

<PAGE>
 
Property operating expenses to non-affiliates decreased for the nine months 
ended September 30, 1995, as compared to the nine months ended September 30, 
1994, due to the Partnership no longer recording the operations of properties 
previously owned through foreclosure.




                                    PART II

Items 1 through 6(b) are omitted because of the absence of conditions under 
which they are required.

                                      -9-

<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.


                           INLAND MORTGAGE INVESTORS FUND, L.P.

                           By:   Inland Real Estate Investment Corporation
                                 General Partner                          
                                                                          
                                                                          
                           By:   Robert D. Parks                          
                                 Chairman                                 
                           Date: November 13, 1995                        
                                                                          
                                                                          
                           By:   Mark Zalatoris                           
                                 Vice President                           
                           Date: November 13, 1995                        
                                                                          
                                                                          
                           By:   Cynthia M. Hassett                       
                                 Principal Financial Officer and          
                                 Principal Accounting Officer             
                           Date: November 13, 1995                         

                                     -10-


<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                      DEC-31-1995    
<PERIOD-START>                         JAN-01-1995    
<PERIOD-END>                           SEP-30-1995    
<CASH>                                     281,080
<SECURITIES>                                     0     
<RECEIVABLES>                            5,690,029     
<ALLOWANCES>                                     0     
<INVENTORY>                                      0      
<CURRENT-ASSETS>                           328,669     
<PP&E>                                           0     
<DEPRECIATION>                                   0     
<TOTAL-ASSETS>                           5,971,109      
<CURRENT-LIABILITIES>                       11,128     
<BONDS>                                          0     
<COMMON>                                         0     
                            0     
                                      0     
<OTHER-SE>                               5,959,981     
<TOTAL-LIABILITY-AND-EQUITY>             5,971,109     
<SALES>                                          0     
<TOTAL-REVENUES>                           456,022     
<CGS>                                            0     
<TOTAL-COSTS>                                    0     
<OTHER-EXPENSES>                            61,664     
<LOSS-PROVISION>                                 0     
<INTEREST-EXPENSE>                               0      
<INCOME-PRETAX>                            394,358     
<INCOME-TAX>                                     0     
<INCOME-CONTINUING>                        394,358     
<DISCONTINUED>                                   0     
<EXTRAORDINARY>                                  0     
<CHANGES>                                        0     
<NET-INCOME>                               394,358     
<EPS-PRIMARY>                                18.59        
<EPS-DILUTED>                                18.59      
        
                                  



</TABLE>


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