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 March 31, 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 I.R.S. Employer Identification No.
Incorporation Organization
3 World Financial Center, 29th Floor, 10285
New York, NY Attn.: Andre Anderson -----
- ------------------------------------- Zip code
Address of Principal Executive Offices
(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
--- ---
<PAGE>
SENIOR INCOME FUND L.P.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
BALANCE SHEETS
At March 31, At December 31,
2000 1999
(unaudited) (audited)
- -------------------------------------------------------------------------------
<S> <C> <C>
Assets
Cash and cash equivalents $ 808,477 $ 839,125
Accounts receivable - other 77 96
- -------------------------------------------------------------------------------
Total Assets $ 808,554 $ 839,221
===============================================================================
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 34,394 $ 46,440
Due to affiliates 350 4,600
----------------------------
Total Liabilities 34,744 51,040
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Partners' Capital:
General Partner -- --
Limited Partners (4,827,500 units outstanding) 773,810 788,181
----------------------------
Total Partners' Capital 773,810 788,181
- -------------------------------------------------------------------------------
Total Liabilities and Partners' Capital $ 808,554 $ 839,221
===============================================================================
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
STATEMENT OF PARTNERS' CAPITAL (UNAUDITED)
For the three months ended March 31, 2000
General Limited
Partner Partners Total
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at December 31, 1999 $ -- $ 788,181 $ 788,181
Net Loss -- (14,371) (14,371)
- -------------------------------------------------------------------------------
Balance at March 31, 2000 $ -- $ 773,810 $ 773,810
===============================================================================
</TABLE>
See accompanying notes to the financial statements. 2
<PAGE>
SENIOR INCOME FUND L.P.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS (UNAUDITED)
For the three months ended March 31,
2000 1999
- -------------------------------------------------------------------------------
<S> <C> <C>
Income
Interest and other $ 12,666 $ 12,526
------------------------
Total Income 12,666 12,526
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Expenses
General and administrative 27,037 81,836
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Total Expenses 27,037 81,836
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Net Loss $ (14,371) $ (69,310)
===============================================================================
Net Loss Allocated:
To the General Partner $ -- $ --
To the Limited Partners (14,371) (69,310)
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$ (14,371) $ (69,310)
===============================================================================
Per limited partnership unit
(4,827,500 outstanding) $ -- $ (.01)
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</TABLE>
See accompanying notes to the financial statements. 3
<PAGE>
SENIOR INCOME FUND L.P.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the three months ended March 31,
2000 1999
- -------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows From Operating Activities
Net Loss $ (14,371) $ (69,310)
Adjustments to reconcile net loss to net cash
used for operating activities:
Increase (decrease) in cash arising from changes in
operating assets and liabilities:
Other current assets 19 --
Prepaid expenses -- 50,754
Accounts payable and accrued expenses (12,046) (5,854)
Due to affiliates (4,250) --
------------------------
Net cash used for operating activities (30,648) (24,410)
- -------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (30,648) (24,410)
Cash and cash equivalents, beginning of period 839,125 1,060,585
- -------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 808,477 $1,036,175
===============================================================================
</TABLE>
See accompanying notes to the financial statements. 4
<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 reoccurring
adjustments which are, in the opinion of management, necessary to present a fair
statement of financial position as of March 31, 2000 and the results of
operations for the three months ended March 31, 2000 and 1999, cash flows for
the three months ended March 31, 2000 and 1999 and the statement of changes in
partners' capital for the three months ended March 31, 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).
5
<PAGE>
SENIOR INCOME FUND L.P.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
- -------------------------------
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.
On August 25, 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, on November 17, 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. While the General Partner is attempting
to wind up the affairs of the Partnership and terminate it during 2000, there
can be no assurance as to the exact date of termination.
At March 31, 2000, the Partnership had cash and cash equivalents of $808,477
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 $34,394 at March 31, 2000 compared to
$46,440 at December 31, 1999. The change is primarily due to reduced expense
accruals at March 31, 2000.
Results of Operations
- ---------------------
Partnership operations resulted in net loss of $14,371 for the three months
ended March 31, 2000, compared to $69,310 net loss for the three months ended
March 31, 1999. The decrease is primarily a result of decreased expenses due to
the sale of the properties in prior years.
6
<PAGE>
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.
7
<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: May 15, 2000 BY: /s/Michael T. Marron
-----------------------------------------------
Name: Michael T. Marron
Title: Director, President and Chief Financial Officer
8
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> Dec-31-2000
<PERIOD-END> Mar-31-2000
<CASH> 808,477
<SECURITIES> 000
<RECEIVABLES> 77
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 808,554
<PP&E> 000
<DEPRECIATION> 000
<TOTAL-ASSETS> 808,554
<CURRENT-LIABILITIES> 34,744
<BONDS> 000
000
000
<COMMON> 000
<OTHER-SE> 773,810
<TOTAL-LIABILITY-AND-EQUITY> 808,554
<SALES> 000
<TOTAL-REVENUES> 12,666
<CGS> 000
<TOTAL-COSTS> 000
<OTHER-EXPENSES> 27,037
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 000
<INCOME-PRETAX> (14,371)
<INCOME-TAX> 000
<INCOME-CONTINUING> (14,371)
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> (14,371)
<EPS-BASIC> 000
<EPS-DILUTED> 000
</TABLE>
