INLANDS MONTHLY INCOME FUND L P
10-Q, 2000-11-13
REAL ESTATE INVESTMENT TRUSTS
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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, 2000

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     





INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Balance Sheets

September 30, 2000 and December 31, 1999
(unaudited)

Assets

   

2000

1999

Current assets:

     

  Cash and cash equivalents (Note 1)

$

979,315

1,299,088

  Accounts and rents receivable

 

63,850

31,130

  Interest receivable

 

26,601

41,884

  Current portion of mortgage loans receivable

 

42,728

64,776

  Current portion of deferred rent receivable

 

4,818

4,818

  Other assets

 

  -  

         2,190

       

Total current assets

 

  1,117,312

    1,443,886

       

Investment properties (including acquisition fees paid to Affiliates   of $1,542,405 and $1,738,621 at September 30, 2000 and   December 31, 1999, respectively) (Note 1):

     

  Land

 

2,342,537

2,672,620

  Buildings and improvements

 

12,373,800

15,876,969

  Tenant improvements

 

   793,112

      793,112

       
   

15,509,449

19,342,701

  Less accumulated depreciation

 

    4,874,623

    6,044,601

       

Net investment properties

 

   10,634,826

   13,298,100

       

Other assets:

     

  Mortgage loans receivable, less current portion

 

3,274,354

5,302,485

  Deferred loan fees (net of accumulated amortization of $59,048     and $50,704 at September 30, 2000 and December 31, 1999,     respectively) (Note 1)

 

39,862

48,206

  Deferred leasing fees (including $219,451 paid to Affiliates) (net     of accumulated amortization of $248,089 and $232,317 at     September 30, 2000 and December 31, 1999, respectively)     (Note 1)

 

96,298

112,070

  Deferred rent receivable, less current portion (Notes 1 and 2)

 

   273,723

      338,411

       

Total other assets

 

   3,684,237

5,801,172

       

Total assets

$

15,436,375

20,543,158

   

========= 

=========



See accompanying notes to financial statements.

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Balance Sheets
(continued)

September 30, 2000 and December 31, 1999
(unaudited)

Liabilities and Partners' Capital

   

2000

1999

Current liabilities:

     

  Accounts payable and accrued expenses

$

1,301 

467 

  Accrued real estate taxes

 

4,831 

63,421 

  Distributions payable (Note 5)

 

136,062 

177,761 

  Due to Affiliates (Note 3)

 

10,221 

878 

  Deposits held for others

 

105,263 

189,875 

  Prepaid rent

 

-   

47,980 

  Current portion of deferred gain on sale of investment property

 

    9,785 

        14,583 

       

Total current liabilities

 

     267,463 

      494,965 

       

Commission payable to Affiliates

 

68,700 

-   

Deferred loan fees

 

16,088 

28,080 

Long-term debt

 

2,500,000 

2,500,000 

Deferred gain on sale of investment property, less current portion

 

    977,705 

    1,559,942 

       

Total liabilities

 

   3,829,956 

    4,582,987 

       

Partners' capital (Notes 1 and 5):

     

  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

 

21,276,261 

18,778,291 

    Cumulative distributions

 

 (38,083,044)

 (31,231,322)

       
   

  11,642,662 

 15,996,414 

       

Total partners' capital

 

  11,606,419 

  15,960,171 

       

Total liabilities and partners' capital

$

15,436,375

20,543,158 

   

=========

=========

See accompanying notes to financial statements.

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Statements of Operations

For the three and nine months ended September 30, 2000 and 1999
(unaudited)

   

Three months

Three months

Nine months

Nine months

   

ended

ended

ended

Ended

   

September 30, 2000

September 30, 1999

September 30, 2000

September 30, 1999

Income:

         

  Rental income (Notes 1 and 2)

$

423,124

494,097 

1,452,192

1,513,837 

  Additional rental income

 

6,429

8,911 

23,525

28,547 

  Interest income

 

98,876

140,789 

331,518

469,615 

  Other income

 

      -    

   -     

     17,130

        9,175 

           
   

   528,429

      643,797 

   1,824,365

    2,021,174 

Expenses:

         

  Professional services to Affiliates

 

7,981

2,792 

14,557

10,186 

  Professional services to non-affiliates

 

2,001

-     

31,825

35,339 

  General and administrative expenses to     Affiliates

 

12,137

6,345 

31,813

27,302 

  General and administrative expenses to     non-affiliates

 

7,038

3,854 

40,042

39,580 

  Property operating expenses to Affiliates

 

5,372

7,755 

23,237

26,729 

  Property operating expenses to non-    affiliates

 

12,916

38,534 

175,268

166,133 

  Interest expense to non-affiliates

 

44,530

44,531 

132,623

136,996 

  Depreciation

 

97,476

125,926 

352,460

377,778 

  Amortization

 

    8,040

        8,039 

    24,116

       34,677 

           
   

   197,491

      237,776 

   825,941

      854,720 

           

Operating income

 

330,938

406,021 

998,424

1,166,454 

Gain on sale of investment property

 

   988,957

        4,259 

    1,499,546

      285,603 

           

Net income

$

1,319,895

410,280 

2,497,970

1,452,057 

   

==========

==========

==========

==========

Net income allocated to:

         

  General Partner

 

-    

-     

-    

-     

  Limited Partners

 

    1,319,895

     410,280 

    2,497,970

    1,452,057 

           

Net income

$

1,319,895

410,280 

2,497,970

1,452,057 

   

==========

==========

==========

==========

Net income per weighted average Limited   Partner Units of 59,285.65

$

22.26

6.92 

42.13

24.49 

   

==========

==========

==========

==========

See accompanying notes to financial statements.

INLAND'S MONTHLY INCOME FUND, L.P.

(a limited partnership)

Statements of Cash Flows

For the nine months ended September 30, 2000 and 1999
(unaudited)

   

2000

1999

Cash flows from operating activities:

     

  Net income

$

2,497,970 

1,452,057 

  Adjustments to reconcile net income to net cash provided by operating     activities:

     

    Gain on sale of investment property

 

(1,499,546)

(285,603)

    Depreciation

 

352,460 

377,778 

    Amortization

 

24,116 

34,676 

    Changes in assets and liabilities:

     

      Accounts and rents receivable

 

(32,720)

(4,222)

      Interest receivable

 

15,283 

4,491 

      Other current assets

 

2,190 

576 

      Deferred rent receivable

 

64,688 

42,334 

      Accounts payable and accrued expenses

 

834 

(13,414)

      Accrued real estate taxes

 

(58,590)

(10,554)

      Due to Affiliates

 

9,343 

6,567 

      Unearned income

 

     (59,972)

      35,938 

Net cash provided by operating activities

   1,316,056 

  1,640,624 

Cash flows from investing activities:

  Principal payments received on mortgage loans receivable

 

   2,050,179 

  1,200,638 

  Proceeds from disposition of property

 

   3,292,025 

    -     

Net cash provided by investing activities

   5,342,204 

  1,200,638 

Cash flows from financing activities:

  Cash distributions

 

(6,893,421)

(3,754,955)

  Deposits held for others

 

(84,612)

39,837 

  Principal payments of long-term debt

 

-  

(1,489,207)

  Loan proceeds

 

-  

2,500,000 

  Loan fees

 

   -  

     (55,622)

Net cash used in financing activities

  (6,978,033)

 (2,759,947)

Net increase (decrease) in cash and cash equivalents

(319,773)

81,315 

Cash and cash equivalents at beginning of period

 

   1,299,088 

     681,003 

       

Cash and cash equivalents at end of period

$

979,315 

762,318 

   

=========

=========

Supplemental disclosure of non-cash investing activities:

     

Cash paid for interest

$

132,623 

149,096 

   

=========

=========

Commission payable to Affiliate

$

68,700

-     

   

=========

=========

See accompanying notes to financial statements.

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Notes to Financial Statements

September 30, 2000
(unaudited)

Readers of this Quarterly Report should refer to the Partnership's audited financial statements for the fiscal year ended December 31, 1999, which are included in the Partnership's 1999 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 ("Units") pursuant to a Registration Statement under the Securities Act of 1933. The Offering terminated on August 3, 1988, with total sales of 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 to the Partnership. Inland Real Estate Investment Corporation is the General Partner. The Limited Partners of the Partnership 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 generally accepted accounting principles 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, which are of a normal recurring nature, 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 stepped 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 decreases of $64,688 and $42,334 for 2000 and 1999, respectively, of rental income for the period of occupancy for which stepped rent increases apply and $278,541 and $343,229 in related deferred rent receivable as of September 30, 2000 and December 31, 1999, respectively. These amounts will be collected over the terms of the related leases as scheduled rent payments are made.

 

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Notes to Financial Statements
(continued)

September 30, 2000
(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 $10,221 and $878 was unpaid at September 30, 2000 and December 31, 1999, respectively.

An Affiliate of the General Partner is entitled to receive Property Management Fees for management and leasing services. The Partnership has incurred property management fees of $23,237 and $26,729 for the nine months ended September 30, 2000 and 1999, 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.

(4)  Long-Term Debt

On April 30, 1999, the Partnership refinanced the existing $1,700,000 loan collateralized by the Rantoul Wal-Mart. The replacement loan is for $2,500,000 and is collateralized by the Rantoul Wal-Mart and the Duncan Wal-Mart. The replacement loan bears an interest rate of 6.97% as compared to an interest rate of 9.75% on the original loan. The replacement loan will require monthly interest-only payments and will mature on April 30, 2004. The Partnership distributed excess refinancing proceeds to the limited partners on June 10, 1999. At September 30, 2000, the fair market value of the mortgage loan payable approximated its carrying value.

(5)  Sale of McHenry Plaza Shopping Center

On July 19, 2000, the Partnership sold the McHenry Plaza Shopping Center in McHenry, Illinois to an unaffiliated third party for approximately $3,290,000 on an all cash basis. The Partnership recorded a gain of $912,511 as a result of this sale. Net sales proceeds of $3,158,000 were distributed to the Limited Partners on August 10, 2000.

(6)  Subsequent Events

During October 2000, the Partnership paid a distribution of $136,062 to the Limited Partners.

During November 2000, the Partnership entered into a contract to sell the Rantoul, Illinois Wal-Mart for approximately $2,750,000. The sale is expected to close by the end of the year.

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, the Partnership commenced an Offering of 50,000 (increased to 60,000) Limited Partnership Units pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. The Offering terminated on August 3, 1988, with total sales of 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 to the Partnership. The Partnership acquired seven properties utilizing $25,831,542 of capital proceeds collected. During 1994 and 1995, the Partnership sold the thirty-eight six-unit condominium buildings comprising the Schaumburg Terrace condominium complex. Also, the Partnership sold one of the three lots adjacent to the Hillside Living Center during September 1997. As of September 30, 2000, cumulative distributions to Limited Partners totaled $38,083,044, including $2,095,863 of Supplemental Capital Contributions from the General Partner, which represents distributable cash flow from the properties. The Partnership 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 September 30, 2000, the Partnership had cash and cash equivalents of $979,315 which includes approximately $105,000 for the payment of real estate taxes for Douglas and Hillside Living Centers. Since December 1999, the Partnership received prepayments on nine of the twenty-four remaining mortgage loans receivable on the six-unit condominium buildings comprising the Schaumburg Terrace condominium complex. Repayment proceeds from these prepayments totaled approximately $2,000,000. A portion of these repayment proceeds was included in the distributions to the limited partners on February 10, 2000, April 10, 2000 and June 10, 2000. The Partnership intends to use the remaining balance of such funds for future distributions and working capital requirements.

The properties owned by the Partnership, along with the interest received on the Schaumburg Terrace mortgage receivables, are generating sufficient cash flow to meet the 8% annualized distributions to the Limited Partners (paid monthly), in addition to covering all the operating expenses of the Partnership. To the extent that the cash flow is insufficient to meet the Partnership's needs, the Partnership may rely on Supplemental Capital Contributions from the General Partner, advances from Affiliates of the General Partner, other short-term financing, or may sell one or more of the properties.

On April 30, 1999, the Partnership refinanced the existing $1,700,000 loan collateralized by the Rantoul Wal-Mart. The replacement loan is for $2,500,000 and is collateralized by the Rantoul Wal-Mart and the Duncan Wal-Mart. The replacement loan bears an interest rate of 6.97% as compared to the interest rate of 9.75% on the original loan. The replacement loan requires monthly interest only payments and will mature on April 30, 2004. The Partnership distributed excess refinancing proceeds to the limited partners on June 10, 1999.

Results of Operations

As of September 30, 2000, the Partnership owned five operating properties which are leased on a "triple-net" basis which means that all expenses of the property are passed through to the tenant.

On July 19, 2000, the Partnership sold the McHenry Plaza Shopping Center to an unaffiliated third party for $3,290,000 on an all cash basis. The Partnership recorded a gain of $912,511 as a result of this sale. Net sales proceeds were distributed to the Limited Partners on August 10, 2000.

Since December 1999, the Partnership received prepayments on nine of the twenty-four remaining mortgage loans receivable on the six-unit condominium buildings comprising the Schaumburg Terrace condominium complex which the Partnership had sold during 1994 and 1995.

The gain on the sale of investment property recorded for the nine months ended September 30, 2000 is also the result of deferred gain from the Schaumburg Terrace condominium sales being recognized as cash is received on the related financing extended by the Partnership to the individual purchasers. The increase in the gain on the sale of investment property for the nine months ended September 30, 2000, as compared to the nine months ended September 30, 1999, is due to the recognition of approximately $587,000 of deferred gain from the prepayment of nine of the twenty-four mortgage loans receivable.

Rental and additional income increased for the nine months ended September 30, 2000, as compared to the nine months ended September 30, 1999, due to the sale of McHenry Plaza Shopping Center

Professional services to Affiliates increased for the nine months ended September 30, 2000, as compared to the nine months ended September 30, 1999, due to an increase in accounting services.

Property operating expenses to non-affiliates increased for the nine months ended September 30, 2000, as compared to the nine months ended September 30, 1999, due to an increase in repair and maintenance expenses at McHenry Plaza Shopping Center. This increase was partially offset by a decrease in grounds maintenance expenses.

The following is a list of approximate occupancy levels for the Partnership's investment properties as of the end of each quarter during 1999 and 2000:

 

1999

 

2000

Properties

03/31

06/30

09/30

12/31

 

03/31

06/30

09/30

12/31

                   

McHenry Plaza

79%

79%

79%

89%

 

89%

89%

N/A

 

  McHenry, Illinois

                 
                   

Douglas Living &   Retirement Center

100%

100%

100%

100%

 

100%

100%

100%

 

  Mattoon, Illinois

                 
                   

Hillside Living Center

100%

100%

100%

100%

 

100%

100%

100%

 

  Yorkville, Illinois

                 
                   

Scandinavian Health Spa

100%

100%

100%

100%

 

100%

100%

100%

 

  Westlake, Ohio

                 
                   

Rantoul Wal-Mart

100%

100%

100%

100%

 

100%

100%

100%

 

  Rantoul, Illinois

                 
                   

Duncan Wal-Mart

100%

100%

100%

100%

 

100%

100%

100%

 

  Duncan, Oklahoma

                 




PART II - Other Information

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

 

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/ ROBERT D. PARKS

   

By:

Robert D. Parks

 

Chairman

Date:

November 13, 2000

   
   
 

/S/ PATRICIA A. DELROSSO

   

By:

Patricia A. DelRosso

 

Senior Vice President

Date:

November 13, 2000

   
   
 

/S/ KELLY TUCEK

   

By:

Kelly Tucek

 

Principal Financial Officer and

 

Principal Accounting Officer

Date:

November 13, 2000



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