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, 1998
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 #0-18456
Inland Mortgage Investors Fund III, L.P.
(Exact name of registrant as specified in its charter)
Delaware #36-3604866
(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
-1-
INLAND MORTGAGE INVESTORS FUND III, L.P.
(a limited partnership)
Balance Sheets
June 30, 1998 and December 31, 1997
(unaudited)
Assets
------
1998 1997
---- ----
Cash and cash equivalents (Note 1)................ $ 453,356 93,296
Accrued interest receivable....................... 5,615 8,383
Mortgage loans receivable (Note 3)................ 553,365 958,356
------------ ------------
Total assets...................................... $ 1,012,336 1,060,035
============ ============
Liabilities and Partners' Capital
---------------------------------
Liabilities:
Distributions payable........................... $ 410,050 44,236
Due to Affiliates (Note 2)...................... 473 837
------------ ------------
Total liabilities............................. 410,523 45,073
------------ ------------
Partners' capital (Notes 1 and 2):
General Partner:
Capital contribution.......................... 500 500
Supplemental Capital Contributions............ 306,874 306,874
Supplemental distributions to Limited Partners (306,874) (306,874)
Cumulative net income......................... 24,497 23,202
Cumulative distributions...................... (19,432) (18,137)
------------ ------------
5,565 5,565
Limited Partners: ------------ ------------
Units of $500. Authorized 40,000 Units,
5,674.50 Units outstanding at June 30, 1998
and December 31, 1997 (net of offering
costs of $422,642, of which $115,754 was
paid to Affiliates)......................... 2,414,607 2,414,607
Supplemental Capital Contributions from
General Partner............................. 306,874 306,874
Cumulative net income......................... 876,683 849,216
Cumulative distributions...................... (3,001,916) (2,561,300)
------------ ------------
596,248 1,009,397
------------ ------------
Total Partners' capital....................... 601,813 1,014,962
------------ ------------
Total liabilities and Partners' capital........... $ 1,012,336 1,060,035
============ ============
See accompanying notes to financial statements.
-2-
INLAND MORTGAGE INVESTORS FUND III, L.P.
(a limited partnership)
Statements of Operations
For the three and six months ended June 30, 1998 and 1997
(unaudited)
Three months Six months
ended ended
June 30, June 30,
-------- --------
1998 1997 1998 1997
---- ---- ---- ----
Income:
Interest on mortgage loans
receivable (Note 3)............ $ 21,093 25,603 45,291 52,030
Interest on investments.......... 1,791 1,019 2,779 2,628
Other income..................... 11,013 - 11,013 -
---------- ---------- ---------- ----------
33,897 26,622 59,083 54,658
---------- ---------- ---------- ----------
Expenses:
Professional services to
Affiliates..................... 836 1,021 1,899 2,508
Professional services to
non-affiliates................. 3,338 2,656 18,538 19,026
General and administrative
expenses to Affiliates......... 2,375 3,015 7,958 11,674
General and administrative
expenses to non-affiliates..... 988 1,034 1,926 2,171
---------- ---------- ---------- ----------
7,537 7,726 30,321 35,379
---------- ---------- ---------- ----------
Net income................... $ 26,360 18,896 28,762 19,279
========== ========== ========== ==========
Net income allocated to:
General Partner.................. 656 950 1,295 1,490
Limited Partners................. 25,704 17,946 27,467 17,789
---------- ---------- ---------- ----------
Net income....................... $ 26,360 18,896 28,762 19,279
========== ========== ========== ==========
Net income allocated to the one
General Partner Unit............. $ 656 950 1,295 1,490
========== ========== ========== ==========
Net income per Unit, basic and
diluted, allocated to Limited
Partners per Limited Partnership
Units of 5,674.50................ $ 4.53 3.16 4.84 3.13
========== ========== ========== ==========
See accompanying notes to financial statements.
-3-
INLAND MORTGAGE INVESTORS FUND III, L.P.
(a limited partnership)
Statements of Cash Flows
For the six months ended June 30, 1998 and 1997
(unaudited)
1998 1997
---- ----
Cash flows from operating activities:
Net income...................................... $ 28,762 19,279
Adjustments to reconcile net income to net
cash provided by operating activities:
Changes in assets and liabilities:
Accrued interest receivable................. 2,768 815
Accounts payable............................ - 1,510
Due to Affiliates........................... (364) 1,316
------------ ------------
Net cash provided by operating activities......... 31,166 22,920
------------ ------------
Cash flows from investing activities:
Principal payments collected.................... 404,991 73,628
------------ ------------
Net cash provided by investing activities......... 404,991 73,628
------------ ------------
Cash flows from financing activities:
Cash distributions.............................. (76,097) (253,832)
------------ ------------
Net cash used in financing activities............. (76,097) (253,832)
------------ ------------
Net increase (decrease) in cash and
cash equivalents................................ 360,060 (157,284)
Cash and cash equivalents at beginning of period.. 93,296 219,645
------------ ------------
Cash and cash equivalents at end of period........ $ 453,356 62,361
============ ============
Supplemental schedule of non-cash investing and
financing activities:
Accrued distributions payable..................... $ 410,050 20,803
============ ============
See accompanying notes to financial statements.
-4-
INLAND MORTGAGE INVESTORS FUND III, L.P.
(a limited partnership)
Notes to Financial Statements
June 30, 1998
(unaudited)
Readers of this Quarterly Report should refer to the Partnership's audited
financial statements for the fiscal year ended December 31, 1997, which are
included in the Partnership's 1997 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 III, L.P. (the "Partnership"), was formed in
September 1988 pursuant to the Delaware Revised Uniform Limited Partnership Act
to make or acquire loans collateralized by mortgages on improved, income
producing properties generally located in or near Chicago and other
metropolitan areas. On January 9, 1989, the Partnership commenced an Offering
of 40,000 (subject to an increase up to 50,000) Limited Partnership Units
("Units") pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933. The Offering terminated January 9, 1991, with total
sales of 5,674.50 Units, resulting in gross offering proceeds of $2,837,749,
which includes the General Partner's $500 contribution. All of the holders of
these Units were admitted to the Partnership. The Limited Partners of the
Partnership share in the benefits of ownership in proportion to the number of
Units held. 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.
The Partnership considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
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.
The Partnership believes that the interest rates associated with the mortgages
receivable approximate the market interest rates, and as such, the carrying
amount of the mortgages receivable approximate their fair value.
-5-
INLAND MORTGAGE INVESTORS FUND III, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
June 30, 1998
(unaudited)
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. 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 $473 and $837 remained unpaid at June 30, 1998 and
December 31, 1997, respectively.
The General Partner was required to make Supplemental Capital Contributions, if
necessary, from time to time in sufficient amounts to allow the Partnership to
make cumulative return to the Limited Partners amounting to at least 8% per
annum on their Invested Capital through January 9, 1994. The cumulative amount
of such Supplemental Capital Contributions is $306,874, all of which has been
paid.
The Partnership has arranged for Inland Mortgage Servicing Corporation, a
subsidiary of the General Partner, to service the Partnership's mortgage loans
receivable. The 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 of the Partnership. Such fees of $1,178
and $1,264 for the six months ended June 30, 1998 and 1997, respectively, have
been incurred and paid to the subsidiary and are included in the Partnership's
general and administrative expenses to Affiliates.
-6-
INLAND MORTGAGE INVESTORS FUND III, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
June 30, 1998
(unaudited)
(3) Mortgage Loans Receivable
Mortgage loans receivable are collateralized by first mortgages on improved,
income producing 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.
The borrower on the loan collateralized by the property located at 7432
Washington made additional partial paydowns on the mortgage. The Partnership
received $17,143 both the first and second quarters of 1998 and $93,429 for the
year ended December 31, 1997, its proportionate share of the total paydowns.
On June 5, 1998, the borrower on the loan collateralized by the property
located at 5540 W. 103rd Street prepaid the loan. The Partnership received
$381,904, which included all principal, accrued interest and an $11,013
prepayment penalty.
(4) Subsequent Events
During July 1998, the Partnership paid a distribution of $410,050 to the
Partners, of which $656 was distributed to the General Partner and $409,394 was
distributed to the Limited Partners, including $396,916 of repayment proceeds
and $12,478 of net interest income.
-7-
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, 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 January 9, 1989, the Partnership commenced an Offering of 40,000 (subject to
an increase to 50,000) Limited Partnership Units pursuant to a Registration
Statement on Form S-11 under the Securities Act of 1933. The Offering
terminated on January 9, 1991 with total sales of 5,674.50 Units being sold to
the public at $500 per Unit resulting in gross offering proceeds of $2,837,749
which includes the General Partner's $500 contribution. The Partnership funded
seven loans between October 1990 and June 1992 utilizing $2,302,064 of capital
proceeds collected. As of June 30, 1998, cumulative distributions to the
Limited Partners totaled $3,001,916, of which $1,820,750 represents principal
amortization and repayments and $306,874 represents Supplemental Capital
Contributions from the General Partner.
As of June 30, 1998, the Partnership had cash and cash equivalents of $453,356.
The Partnership intends to use such funds to pay distributions and for working
capital requirements.
The mortgage loans receivable of the Partnership are currently generating
sufficient cash flow to cover the operating expenses of the Partnership. To
the extent that cash flow was insufficient to meet the minimum 8% annualized
return to investors through January 9, 1994, as well as any other financial
needs, the Partnership received Supplemental Capital Contributions from the
General Partner. 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 cash flow is 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, 1998, the Partnership had two mortgage loans receivable totaling
$553,365, with maturity dates of July 2001 and April 2002. 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. As the loans are repaid, cash flows from
operating activities will decrease as a result of the decrease in interest
income earned by the Partnership.
-8-
Results of Operations
The decrease in interest on mortgage loans receivable for the three and six
months ended June 30, 1998, as compared to the three and six months ended June
30, 1997, is due to the partial paydowns of the loan collateralized by the
property located at 7432 Washington in the first and fourth quarters of 1997
and the first and second quarters of 1998 and the prepayment in June 1998 of
the loan collateralized by the property located at 5540 W. 103rd Street.
Other income for the three and six months ended June 30, 1998 represents a
prepayment penalty received as a result of the prepayment of the loan
collateralized by the property located at 5540 W. 103rd Street.
Professional services to Affiliates decreased for the three and six months
ended June 30, 1998, as compared to the three and six months ended June 30,
1997, due to a decrease in accounting services required by the Partnership.
The decrease in general and administrative expenses to Affiliates for the three
and six months ended June 30, 1998, as compared to the three and six months
ended June 30, 1997, is due to a decrease in investor service charges, mortgage
servicing fees and data processing expense.
Year 2000 Compliance
The Partnership has reviewed its current computer systems and does not
anticipate any future problems relating to the year 2000.
PART II - Other Information
Items 1 through 6 (b) are omitted because of the absence of conditions under
which they are required.
Item 7. Exhibits and Reports on Form 8-K
(a) Exhibits:
(27) Financial Data Schedule
(b) Reports on Form 8-K:
None
-9-
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 III, L.P.
By: Inland Real Estate Investment Corporation
General Partner
/S/ ROBERT D. PARKS
By: Robert D. Parks
Chairman
Date: August 6, 1998
/S/ MARK ZALATORIS
By: Mark Zalatoris
Vice President
Date: August 6, 1998
/S/ KELLY TUCEK
By: Kelly Tucek
Principal Financial Officer and
Principal Accounting Officer
Date: August 6, 1998
-10-
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