INLAND MORTGAGE INVESTORS FUND LP
10-Q, 1996-08-12
ASSET-BACKED SECURITIES
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<PAGE>   1

                                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 June 30, 1996

                                      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>   2
                    INLAND MORTGAGE INVESTORS FUND, L.P.
                           (a limited partnership)

                               Balance  Sheets

                     June 30, 1996 and December 31, 1995
                                 (unaudited)


                                   Assets
<TABLE>
<CAPTION>

                                                           1996             1995
                                                           ----             ----
<S>                                                     <C>             <C>
Cash and cash equivalents (Note 1)................      $ 1,243,816         250,761
Accrued interest and other receivables............           42,421          47,500
Mortgage loans receivable (Note 3)................        3,739,114       5,624,974 
                                                        -----------     -----------
Total assets......................................      $ 5,025,351       5,923,235
                                                        ============    ============

<CAPTION>
                       Liabilities and Partners' Capital
<S>                                                     <C>              <C>
Liabilities:
   Accounts payable................................     $       506             858
   Due to Affiliates (Note 2)......................             465           3,740
   Unearned income (Note 1)........................           5,543           7,243 
                                                        -----------     -----------
     Total liabilities.............................           6,514          11,841 
                                                        ============    ============
Partners' capital (Notes 1 and 2):
   General Partner:
     Capital contribution..........................             500             500
     Cumulative net income.........................         268,100         257,535
     Cumulative cash distributions.................        (261,704)       (249,319)
                                                        ------------    ------------
                                                              6,896           8,716 
                                                        -----------     -----------
   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.........................       5,573,957       5,362,869
     Cumulative cash distributions.................      (9,543,976)     (8,442,151)
                                                        ------------    ------------
                                                          5,011,941       5,902,678 
                                                        ------------    ------------
     Total Partners' capital.......................       5,018,837       5,911,394 
                                                        ------------    ------------
Total liabilities and Partners' capital...........      $ 5,025,351       5,923,235
                                                        ============    ============
</TABLE>

See accompanying notes to financial statements.


                                     -2-
<PAGE>   3
                     INLAND MORTGAGE INVESTORS FUND L.P.
                           (a limited partnership)

                           Statements of Operations

          For the three and six months ended June 30, 1996 and 1995
                                 (unaudited)

<TABLE>
<CAPTION>
                                                    Three months                     Six months
                                                        ended                           ended
                                                       June 30,                        June 30,
                                                    ------------                     ----------                                
      <S>                                       <C>               <C>            <C>             <C>   
      Income:                                      1996            1995            1996            1995
        Interest and fees on mortgage
          loans receivable (Note 3)......       $ 112,101         142,451         243,620         286,261
        Interest on investments..........           9,772          10,818          16,301          18,736
        Other income.....................           7,167           8,940           8,159           8,940 
                                                ---------         -------         -------         -------
                                                  129,040         162,209         268,080         313,937 
                                                ---------         -------         -------         -------
      Expenses:
        Professional services to
            Affiliates..................            2,834           3,486           5,967           7,757
        Professional services to
            non-affiliates..............              446             890          18,946          18,690
        General and administrative
            expenses to Affiliates......            7,801           9,199          15,484          16,952
        General and administrative
            expenses to non-affiliates..            2,843           3,063           6,030           5,829 
                                                ---------         -------         -------         -------
                                                   13,924          16,638          46,427          49,228 
                                                ---------         -------         -------         -------
     Net income.........................        $ 115,116         145,571         221,653         264,709
                                               ==========       ==========      ==========      ==========

     Net income allocated to:
        General Partner..................           4,523           6,488          10,565          13,184
        Limited Partners.................         110,593         139,083         211,088         251,525 
                                                ---------         -------         -------         -------
     Net income..........................       $ 115,116         145,571         221,653         264,709
                                               ==========       ==========      ==========      ==========

     Net income allocated to the one
        General Partner Unit.............       $   4,523           6,488          10,565          13,184
                                               ==========       ==========      ==========      ==========

     Net income allocated to Limited
        Partners per Limited Partnership
        Units of 20,129.24...............       $    5.50            6.91           10.49           12.50
                                               ==========      ===========     ===========       =========

</TABLE>


               See accompanying notes to financial statements.



                                     -3-
<PAGE>   4
                     INLAND MORTGAGE INVESTORS FUND, L.P.
                           (a limited partnership)

                           Statements of Cash Flows

               For the six months ended June 30, 1996 and 1995
                                 (unaudited)

<TABLE>
<CAPTION>                                       

                                                                     1996            1995
                                                                     ----            ----
<S>                                                             <C>                 <C>
Cash flows from operating activities:
        Net income......................................        $   221,653         264,709
        Adjustments to reconcile net income to net cash
          provided by operating activities:
          Unearned income...............................             (1,700)         (3,899)
          Changes in assets and liabilities:
            Accrued interest and other receivables......              5,079             922
            Accounts payable............................               (352)            288
            Due to Affiliates...........................             (3,275)           (119)
                                                                -----------     -----------
Net cash provided by operating activities...............            221,405         261,901 
                                                                -----------     -----------
Cash flows from investing activities:
  Principal payments collected..........................          1,885,860         484,528 
                                                                -----------     -----------
Net cash provided by investing activities...............          1,885,860         484,528 
                                                                -----------     -----------
Cash flows from financing activities:
  Distributions paid..............................               (1,114,210)       (304,855)
                                                                -----------     -----------
Net cash used in financing activities...................         (1,114,210)       (304,855)
                                                                -----------     -----------
Net increase in cash and cash equivalents...............            993,055         441,574
Cash and cash equivalents at beginning of period........            250,761         265,659 
                                                                -----------     -----------
Cash and cash equivalents at end of period..............        $ 1,243,816         707,233
                                                                ===========     ===========








</TABLE>








               See accompanying notes to financial statements.



                                     -4-
<PAGE>   5
                     INLAND MORTGAGE INVESTORS FUND, L.P.
                           (a limited partnership)

                        Notes to Financial Statements

                                June 30, 1996
                                 (unaudited)

                                       
Readers of this Quarterly Report should refer to the Partnership's audited 
financial statements for the fiscal year ended December 31, 1995, which are 
included in the Partnership's 1995 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.

The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the reported amounts of assets and liabilities and disclosure of 
contingent assets and liabilities at the date of the financial statements and 
the reported amounts of revenues and expenses during the reporting periods. 
Actual results could differ from those estimates.

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

Loan assumption fees received are deferred as unearned income and amortized 
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 fair value due to the short maturity of those 
instruments.

The fair value of the mortgage loans receivable and related mortgage interest 
receivable is based upon contractual payments to be received and current market 
interest rates for issuance of mortgage loans with similar terms and 
maturities. The estimated fair value of the mortgage loans receivable at June 
30, 1996 approximates their carrying value.



                                     -5-
<PAGE>   6
                     INLAND MORTGAGE INVESTORS FUND, L.P.
                           (a limited partnership)

                        Notes to Financial Statements
                                 (continued)

                                June 30, 1996
                                 (unaudited)



Interest income on mortgage loans receivable is accrued when earned. The 
accrual of interest, on loans that are in default, is discontinued when, in the 
opinion of the General Partner, the borrower has not complied with loan work-
out arrangements. Once a loan has been placed on a non-accrual status, all cash 
received is applied against the outstanding loan balance until such time as the 
borrower has demonstrated an ability to make payments under the terms of the 
original or renegotiated loan agreement. The Partnership intends to pursue 
collection of all amounts currently due from the borrowers.

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

Disclosure of the estimated fair value of financial instruments is made in 
accordance with the requirements of Statement of Financial Accounting Standards 
No. 107, "Disclosures About Fair Value of Financial Instruments." The estimated 
fair value amounts have been determined by using available market information 
and appropriate valuation methodologies.

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.


(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 $465 and $3,740 was unpaid as of June 30, 1996 and 
December 31, 1995, 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 $6,576 and $7,570 for the six months 
ended June 30, 1996 and 1995, respectively, have been incurred and paid to the 
subsidiary and are included in the Partnership's general and administrative 
expenses to Affiliates.




                                     -6-
<PAGE>   7
                     INLAND MORTGAGE INVESTORS FUND, L.P.
                           (a limited partnership)
  
                        Notes to Financial Statements
                                 (continued)

                                June 30, 1996
                                 (unaudited)



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)     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 April 2, 1996, the loan collateralized by the property located at 5420 North 
Kenmore, Chicago was prepaid by the borrower.  The total proceeds received from 
the prepayment were $840,077, which represented the current loan balance and 
accrued interest.  The proceeds were distributed to the Limited Partners in 
April 1996.

On June 18, 1996, the loan collateralized by the property located at 712-720 
West Grace, Chicago was prepaid by the borrower.  The Partnership received its 
share of the proceeds received from the prepayment of $435,834, which 
represented the current loan balance and accrued interest.

On June 27, 1996, the loan collateralized by the property located at 7434-7442 
North Hermitage, Chicago was prepaid by the borrower.  The total proceeds 
received from the prepayment were $591,906, which represented the current loan 
balance, accrued interest and a 1% prepayment penalty.


(4)     Subsequent Events

In July 1996, the Partnership paid a distribution of $110,959 to the Partners, 
of which $106,436 was distributed to the Limited Partners and $4,523 was 
distributed to the General Partner.  Of the $106,436 distributed to the Limited 
Partners, $20,493 was principal amortization and the remainder was from net 
interest income.



                                     -7-
<PAGE>   8
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 a 
total of 20,129 Units being sold to the public at $500 per Unit resulting in 
$10,064,620 of gross offering proceeds which were received by the Partnership, 
not including $500 which is the General Partner's contribution. The Partnership 
funded fifteen loans between October 1986 and August 1988 utilizing $8,466,875 
of capital proceeds collected, net of participations.  As of June 30, 1996, 
cumulative distributions to Limited Partners totaled $9,543,976, of which 
$3,800,045 represents principal amortization, payoffs on eight loans, 
prepayment penalties and proceeds from the sale of three properties.

At June 30, 1996, the Partnership had cash and cash equivalents aggregating 
$1,243,816 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.

At June 30, 1996, the Partnership had five mortgage loans receivable totaling 
$3,739,114.  The maturity dates range from January 1997 to August 1999.  When 
and as the Partnership receives Repayment Proceeds as a result of the sale or 
repayment of a loan, the Repayment Proceeds which are available for 
distribution will be distributed to the Limited Partners.  When the loans are 
repaid, cash flows from operating activities will decrease as a result of the 
decrease in interest income earned by the Partnership.

Results of Operations

The maturity dates of the five remaining mortgage loans receivable range from 
January 1997 to August 1999.  As the loans are repaid by the borrowers and 
Repayment Proceeds are distributed to the Limited Partners, interest income 
will decrease accordingly.

Interest income on mortgage loans receivable decreased for the three and six 
months ended June 30, 1996, as compared to the three and six months ended June 
30, 1995, due to the prepayments of four of the Partnership's mortgage loans 
receivable (2659 South Austin prepaid on May 23, 1995, 5420 North Kenmore 
prepaid on April 2, 1996, 712-720 West Grace prepaid on June 18, 1996 and 7434-
7442 North Hermitage prepaid on June 27, 1996).  This decrease was partially 
offset by an increase in interest income on mortgage loans receivable due to an 
increase in the adjustable interest rate (6.747% to 6.975%) of the mortgage 
loan receivable collateralized by the property located at 7428 West Washington 
in April 1996.


                                     -8-
<PAGE>   9
Interest on investments decreased for the three and six months ended June 30, 
1996, as compared to the three and six months ended June 30, 1995, due 
to a decrease in interest rates.

Professional services to Affiliates decreased for the three and six months 
ended June 30, 1996, as compared to the three and six months ended June 30, 
1995, due to a decrease in legal and accounting services required by the 
Partnership.

General and administrative expenses decreased for the three and six months 
ended June 30, 1996, as compared to the three and six months ended June 
30, 1995, due primarily to the decrease in mortgage servicing fees on the 
Partnership's mortgage loans receivables as they are prepaid.



                                   PART II


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




                                     -9-
<PAGE>   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 MORTGAGE INVESTORS FUND, L.P.

        By:             Inland Real Estate Investment Corporation
                        General Partner


                        /S/ ROBERT D. PARKS

        By:             Robert D. Parks
                        Chairman
        Date:           August 12, 1996


                        /S/ MARK ZALATORIS

        By:             Mark Zalatoris
                        Vice President
        Date:           August 12, 1996


                        /S/ CYNTHIA M. HASSETT

        By:             Cynthia M. Hassett
                        Principal Financial Officer and
                        Principal Accounting Officer
        Date:           August 12, 1996





                                     -10-

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                       1,243,816
<SECURITIES>                                         0
<RECEIVABLES>                                3,781,535
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,286,237
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               5,025,351
<CURRENT-LIABILITIES>                            6,514
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                   5,018,837
<TOTAL-LIABILITY-AND-EQUITY>                 5,025,351
<SALES>                                              0
<TOTAL-REVENUES>                               268,080
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                46,427
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                221,653
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            221,653
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   221,653
<EPS-PRIMARY>                                    10.49
<EPS-DILUTED>                                    10.49
        

</TABLE>


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