UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of
-------- the Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 2000
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or
Transition Report Pursuant to Section 13 or 15(d) of
-------- the Securities Exchange Act of 1934
For the Transition period from to
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Commission File Number: 33-9921
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SENIOR INCOME FUND L.P.
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Exact Name of Registrant as Specified in its Charter
Delaware 13-3392077
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State or Other Jurisdiction of
Incorporation or Organization I.R.S. Employer Identification No.
3 World Financial Center, 29th Floor,
New York, NY Attn.: Andre Anderson 10285
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Address of Principal Executive Offices Zip code
(212) 526-3183
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Registrant's Telephone Number, Including Area Code
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
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SENIOR INCOME FUND L.P.
<TABLE>
<CAPTION>
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BALANCE SHEETS
At September 30, At December 31,
2000 1999
(unaudited) (audited)
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<S> <C> <C>
Assets
Cash and cash equivalents $ 748,297 $ 839,125
Accounts receivable - other 77 96
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Total Assets $ 748,374 $ 839,221
======================================================================================
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 46,191 $ 46,440
Due to affiliates 1,050 4,600
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Total Liabilities 47,241 51,040
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Partners' Capital:
General Partner -- --
Limited Partners (4,827,500 units outstanding) 701,133 788,181
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Total Partners' Capital 701,133 788,181
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Total Liabilities and Partners' Capital $ 748,374 $ 839,221
======================================================================================
</TABLE>
<TABLE>
<CAPTION>
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STATEMENT OF PARTNERS' CAPITAL (UNAUDITED)
For the nine months ended September 30, 2000
General Limited
Partner Partners Total
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<S> <C> <C> <C>
Balance at December 31, 1999 $ -- $ 788,181 $ 788,181
Net Loss -- (87,048) (87,048)
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Balance at September 30, 2000 $ -- $ 701,133 $ 701,133
======================================================================================
</TABLE>
See accompanying notes to the financial statements. 2
<PAGE>
SENIOR INCOME FUND L.P.
<TABLE>
<CAPTION>
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STATEMENTS OF OPERATIONS (UNAUDITED)
For the three months For the nine months
ended September 30, ended September 30,
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
Income
Interest and other income $ 12,487 $ 12,694 $ 37,380 $ 37,433
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Total Income 12,487 12,694 37,380 37,433
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Expenses
General and administrative 41,968 12,699 124,428 143,176
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Total Expenses 41,968 12,699 124,428 143,176
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Net Loss $ (29,481) $ (5) $ (87,048) $ (105,743)
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Net Loss Allocated:
To the General Partner $ -- $ -- $ -- $ --
To the Limited Partners (29,481) (5) (87,048) (105,743)
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$ (29,481) $ (5) $ (87,048) $ (105,743)
======================================================================================
Per limited partnership unit
(4,827,500 outstanding) $ (.01) $ (.00) $ (.02) $ (.02)
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</TABLE>
<TABLE>
<CAPTION>
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STATEMENTS OF CASH FLOWS (UNAUDITED)
For the nine months ended September 30,
2000 1999
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<S> <C> <C>
Cash Flows From Operating Activities
Net Loss $ (87,048) $ (105,743)
Adjustments to reconcile net loss to net cash
used for operating activities:
Increase (decrease) in cash arising from changes
in operating assets and liabilities:
Prepaid expenses -- 50,754
Accounts receivable 19 (96)
Accounts payable and accrued expenses (249) (15,337)
Due to affiliates (3,550) (10,011)
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Net cash used for operating activities (90,828) (80,433)
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Net decrease in cash and cash equivalents (90,828) (80,433)
Cash and cash equivalents, beginning of period 839,125 1,060,585
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Cash and cash equivalents, end of period $ 748,297 $ 980,152
======================================================================================
</TABLE>
See accompanying notes to the financial statements. 3
<PAGE>
SENIOR INCOME FUND L.P.
NOTES TO THE FINANCIAL STATEMENTS
The unaudited financial statements should be read in conjunction with the
Partnership's annual 1999 audited financial statements within Form 10-K.
The unaudited financial statements include all normal and recurring adjustments
which are, in the opinion of management, necessary to present a fair statement
of financial position as of September 30, 2000 and the results of operations for
the three and nine months ended September 30, 2000 and 1999, cash flows for the
nine months ended September 30, 2000 and 1999 and the statement of changes in
partners' capital for the nine months ended September 30, 2000. Results of
operations for the period are not necessarily indicative of the results to be
expected for the full year.
No significant events have occurred subsequent to fiscal year 1999, and no
material contingencies exist, which would require disclosure in this interim
report per Regulation S-X, Rule 10-01, Paragraph (a)(5).
4
<PAGE>
SENIOR INCOME FUND L.P.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
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In June 1997, the Partnership executed an agreement with an unaffiliated third
party, MBK Senior Properties, Ltd. (the "Buyer"), to sell the Partnership's four
properties (the "Sale") for $36,300,000, subject to adjustments and prorations
for closing costs, and a credit for the cost to repair earthquake damage at the
Ocean House property. In August 1997, the Partnership closed the Sale for three
of the four properties - Prell Gardens, Nohl Ranch and Pacific Inn, for net
proceeds of $30,148,357 and a gain on the sale of $11,839,814. The Partnership's
fourth property, Ocean House, was sold in October 1998 to MBK Senior Living
Communities, Ltd., formerly known as MBK Senior Properties, Ltd. The gross
selling price was $5,172,750, less a credit for cost of repairs due to
earthquake damages of $4,174,171, resulting in a net selling price of $998,579
and a gain on the sale of $2,072,451, including the assignment of the land lease
obligation. The Partnership remains contingently liable under the terms of the
Ocean House ground lease.
In August 1997, the Partnership paid a cash distribution in the amount of $5.75
per Unit, representing proceeds from the sale of the first three properties and
cash flow from operations for the second quarter of 1997. With the completion of
the Ocean House sale, the Partnership made a special distribution of $1.11 per
Unit, in November 1998, representing the net sales proceeds and a portion of the
Partnership's cash reserves.
Although the Partnership's leasehold interest in Ocean House was sold, the
ground lessor has not released the Partnership from its continuing contingent
liability associated with the ground lease. The General Partner has renewed
discussions with the ground lessor to obtain a release from this contingent
liability. Upon conclusion of these discussions, the General Partner will make a
decision as to when the Partnership will be terminated. In the event a release
is not obtained, the General Partner will consider establishing an appropriate
reserve and terminating the Partnership. Although it is the current intention of
the General Partner to wind up and terminate the affairs of the Partnership
before year-end 2000, a final decision has not yet been reached.
At September 30, 2000, the Partnership had cash and cash equivalents of $748,297
compared to $839,125 at December 31, 1999. The decrease is primarily due to the
payment of general and administrative expenses by the Partnership.
Accounts payable and accrued expenses were $46,191 at September 30, 2000
compared to $46,440 at December 31, 1999. The change is primarily due to reduced
expense accruals at September 30, 2000.
Results of Operations
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For the three and nine months ended September 30, 2000, the Partnership
generated net losses of $(29,481) and $(87,048), compared to net losses of $(5)
and $(105,743) for the corresponding period in 1999. The decrease in the net
loss for the nine months is primarily a result of a reduction in general and
administrative expenses. The increase in the net loss for the comparable three
months is due to reversals of over-accruals in the prior year.
5
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SENIOR INCOME FUND L.P.
Part II Other Information
Items 1-5 Not applicable.
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits -
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(27) Financial Data Schedule
(b) Reports on Form 8-K -
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No reports on Form 8-K were filed during the three-month period
covered by this report.
6
<PAGE>
SENIOR INCOME FUND L.P.
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.
SENIOR INCOME FUND L.P.
BY: SENIOR INCOME FUND INC.
General Partner
Date: November 14, 2000 BY: /s/Rocco F. Andriola
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Name: Rocco F. Andriola
Title: Director, President and
Chief Financial Officer
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