Back to GetFilings.com



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


For The Fiscal Year Ended December 31, 2004

or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File #0-17593

Inland Monthly Income Fund II, L.P.
(Exact name of registrant as specified in its charter

Delaware

36-3587209

(State of organization)

(I.R.S. Employer Identification Number)

   

2901 Butterfield Road, Oak Brook, Illinois

60523

(Address of principal executive office)

(Zip Code)


Registrant's telephone number, including area code: 630-218-8000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Name of each exchange on which registered:

None

None

Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP UNITS
(Title of class)

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 ___


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]


State the aggregate market value of the voting stock held by nonaffiliates of the registrant. Not applicable.


Indicate by a checkmark whether the registrant is an accelerated filer (as defined in Securities Exchange Act Rule 12b-2)          __ Yes           X  No


- -1-


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

TABLE OF CONTENTS

 

Part I

Page

     

Item 1.

Business

3

     

Item 2.

Properties

5

     

Item 3.

Legal Proceedings

7

     

Item 4.

Submission of Matters to a Vote of Security Holders

7

     
 

Part II

 
     

Item 5.

Market for the Partnership's Limited Partnership Units and Related Security Holder   Matters

7

     

Item 6.

Selected Financial Data

8

     

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of   Operations

9

     

Item 7(a).

Quantitative and Qualitative Disclosures about Market Risk

14

     

Item 8.

Financial Statements and Supplementary Data

15

     

Item 9.

Changes in and Disagreements with Independent Auditors on Accounting and
  Financial Disclosure

33

     

Item 9 (a).

Controls and Procedures

33

     
 

Part III

 
     

Item 10.

Directors and Executive Officers of the Registrant

34

     

Item 11.

Executive Compensation

38

     

Item 12.

Security Ownership of Certain Beneficial Owners and Management

39

     

Item 13.

Certain Relationships and Related Transactions

40

     
 

Part IV

 
     

Item 14.

Principal Accountant Fees and Services

40

     

Item 15.

Exhibits, Financial Statement Schedules, and Reports on Form 8-K

41

     

SIGNATURES

42

-2-


PART I

Item 1. Business


Inland Monthly Income Fund II, L.P. was formed on June 20, 1988, to invest in improved residential, retail, industrial and other income producing properties. On August 4, 1988, we commenced an offering of 50,000 limited partnership units or units (subject to an increase to 80,000 units) pursuant to a Registration under the Securities Act of 1933. The offering terminated on August 4, 1990, after we had sold 50,647.14 units at $500 per unit, resulting in gross offering proceeds of $25,323,569, not including the general partner's contribution of $500. All of the holders of our units were admitted to our partnership. Inland Real Estate Investment Corporation is our general partner. We acquired five properties utilizing $21,224,542 of capital proceeds collected. On January 8, 1991, we sold one of our properties, The Wholesale Club. On November 30, 1999, we sold another of our properties, Eurofresh Plaza. Our limited partners share in their portion of benefits of ownership of our real property investments accordi ng to the number of units held. We repurchased 551.64 units for $260,285 from various limited partners through the unit repurchase program. There are no funds remaining for the repurchase of units through this program.


We are engaged in the business of real estate investment which management considers being a single operating segment. A presentation of information about operating segments would not be material to an understanding of our business taken as a whole.


We acquired fee ownership of the following real property investments:

Property and Location

Square Feet

Date of Purchase

Scandinavian Health Spa

26,040

10/19/88

Health & Racquet Club

   

Broadview Heights, Ohio

   

Wholesale Club

103,000

12/06/88

Commercial Warehouse

(sold 01/08/91)

Fort Wayne, Indiana

   
     

Colonial Manor

107,867

06/07/89

Living Center

   

LaGrange, Illinois

   
     

Kmart *

84,146

12/29/89

Retail Store

   

Chandler, Arizona

   
     

Eurofresh Plaza

52,475

12/31/90

Shopping Center

(sold 11/30/99)

Palatine, Illinois

   


*The Kmart Corporation filed for Chapter 11 bankruptcy reorganization on January 22, 2002. As a result thereof, Kmart had the option to accept or reject our lease. On March 8, 2002, Kmart Corporation announced its intent to close 283 stores, including the Chandler, Arizona store. The Bankruptcy Court approved these closings on March 20, 2002, as well as the liquidation procedures. As of June 29, 2002, Kmart rejected their lease for the Chandler, Arizona property and ceased making rent payments. The general partner filed a lease rejection claim with the bankruptcy court on our behalf. The general partner is continuing to review various options to lease or sell the space vacated by Kmart. For the years ended December 31, 2004 and 2003, we have recorded an impairment loss on this property of $587,000 and $175,000, respectively, for a total impairment of $762,000.

-3-


We utilized our offering proceeds to acquire properties. The leases at certain of our properties entitled us to participate in gross receipts of lessees above fixed minimum amounts. Our receipt of such amounts depended in part on the ability of those lessees to compete with similar businesses in their respective vicinities. As of December 31, 2004, there are no such leases.


We also compete with many other entities engaged in real estate investment activities in the disposition of property. The ability to locate purchasers for the properties will depend primarily on the operations of the properties and the desirability of the locations of the operating properties.


Our real property investments are subject to competition from similar types of properties in the vicinity in which each is located. Approximate occupancy levels for the properties are set forth on a year-end basis in the table in Item 2 below to which reference is hereby made. Our real property investments are located in Arizona, Illinois and Ohio. We have no real property investments located outside the United States. We do not segregate revenues or assets by geographic region, and such a presentation would not be material to an understanding of our business taken as a whole.


The following is a list of our significant operating leases and the revenues from those leases as a percent of our gross income.

Significant net operating leases

2004

2003

2002

       

Elite Care Corporation ("Elite")

53%

59%

60%

       

Scandinavian Health Spa, Inc. ("SHS")

31%

36%

24%

       

Kmart Corporation ("Kmart")

 0%

 0%

15%

       


We entered into a revised ten-year lease with Elite on the Colonial Manor nursing home, which began as of July 1, 2001. Under the new lease, Elite received a five-month rent abatement with the first payment due on December 1, 2001 and a 17% reduction in the annual rent. Effective March 1, 2003, due to economic conditions in the nursing home industry, the lease for the property was amended to reduce the rent to $666,855 per year and to eliminate the increases in rent over the term of the lease. The tenant of the Colonial Manor nursing home did not make its March 2005 rental payment and has informed our general partner that it intends to default on all of its lease obligations under its lease and the lease of the Douglas and Hillside nursing homes (owned by a separate partnership also managed by our general partner). Rent for all three properties is currently secured by a $400,000 letter of credit which covers all three properties on a joint and several basis. Our general partner is curren tly determining how to equitably allocate of the letter of credit between the three properties. The tenants of the Douglas and Hillside nursing homes have made a verbal offer to buy those two homes contingent, however, upon release of the letter of credit. If the sales are completed, sales proceeds from the sale of the Douglas and Hillside nursing homes equal to the Colonial Manor proportionate share of the letter of credit may be allocated to us to reimburse us for the Colonial Manor rent which would have been covered under the letter of credit had it not been terminated.


We have entered into an agreement with a broker specializing in nursing homes to assist us in marketing the Colonial Manor nursing home for sale.


We executed an amendment of the Scandinavian Health Club lease through September 30, 2013. Annual base rent increased from $359,094 to $383,231 per year commencing April 1, 2003. As part of the extension, we paid $400,000 for tenant improvements and equipment at the property.
We are currently marketing this property for sale.

-4-


We currently have entered into a signed contract for the sale of the Kmart property for $3,000,000. We anticipate a closing in the second quarter of 2005 provided contingencies are waived and the buyer performs. When the sale of all properties are completed, we anticipate terminating the partnership and making a final distribution to the partners shortly after the completion of the sales. However, there can be no assurance that these proposed sales will be completed.



We had no employees during 2004.


Our general partner and its affiliates provide services to us. The general partner and its affiliates are reimbursed for salaries and expenses of employees of the general partner and its affiliates relating to the administration of the partnership. An affiliate of the general partner receives a property management fee for management and leasing services relating to our properties.


Access to Our Information


We electronically file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports with the Securities and Exchange Commission (SEC). The public may read and copy any of the reports that are filed with the SEC at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at (800)-SEC-0330. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically.


We make available, free of charge through our general partner's website, and by responding to requests addressed to our director of investor relations, the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports. These reports are available as soon as reasonably practical after such material is electronically filed or furnished to the SEC. Our general partner's website address is www.inland-investments.com. The information contained on this website, or other websites linked to our website, is not part of this document.


Limited partners wishing to communicate with our general partner can do so by writing to the attention of the general partner care of our partnership at 2901 Butterfield Road, Oak Brook, IL 60523.


Item 2. Properties


We own directly the properties referred to in Item 1 to which reference is hereby made for a description of said properties.


The following is a list of approximate occupancy levels for our investment properties as of the end of each of the last five years.

Properties

2004

2003

2002

2001

2000

           

Scandinavian Health Spa

100%

100%

100%

100%

100%

           

Colonial Manor

100%

100%

100%

100%

100%

           

Kmart

   0%

   0%

   0%

100%

100%

           


- -5-



The following is a list of average effective annual rents per square foot for our investment properties for each of the last five years.

Properties

 

2004

2003

2002

2001

2000

             

Scandinavian Health Spa

$

14.72

14.72

13.79

13.79

13.79

             

Colonial Manor

 

6.18

6.18

8.24

8.24

8.00

             

Kmart

 

-

-

5.37*

5.37

5.37

             

* Effective annual rent as of the termination of the lease.


The following tables set forth certain information with respect to the amount and expiration of leases for our investment properties as of December 31, 2004:

 

Square Feet

 

Renewal

 

December 31, 2004

 

Rent Per

Lessee

Leased

Lease Ends

Options

 

Annual Rent

 

Square Foot

               

Scandinavian Health Spa, Inc.

26,040

09/2013

2/5 years

$

383,231

$

14.72

               

Elite Care Corporation

107,867

06/2011

1/5 years

666,855

6.18

               

Year Ending

Number of Leases

Approx. Gross Leasable Area ("GLA") of Expiring Leases

Annual Base Rent of Expiring

Total Annual Base Rent

Annual Base Rent Per Sq. Ft. Under Expiring

% of Total GLA Represented By Expiring

% of Annual Base Rent Represented By Expiring

Dec 31,

Expiring

(square feet)

Leases ($)

(1)($)

Leases ($)

Leases (%)

Leases (%)

               

2005

-    

-    

-    

1,053,341

-    

-    

-    

2006

-    

-    

-    

1,063,106

-    

-    

-    

2007

-    

-    

-    

1,063,106

-    

-    

-    

2008

-    

-    

-    

1,066,361

-    

-    

-    

2009

-

-    

-    

1,076,126

-    

-    

-    

2010

-

-    

-    

1,079,381

-    

-    

-    

2011

1

107,867

666,855

1,089,146

6.18

49

61

2012

-

-    

-    

422,291

-    

-    

-    

2013

1

26,040

422,291

422,291

16.21

100

100

  1. No assumptions have been made regarding the releasing of expired leases. It is the opinion of the general partner that the space will be released at market prices.



- -6-


Item 3. Legal Proceedings


We are not subject to any material pending legal proceedings.



Item 4. Submission of Matters to a Vote of Security Holders


Consistent with our limited partnership agreement, there were no matters submitted to a vote of our security holders during 2004.

PART II


Item 5. Market for the our limited partnership Units and Related Security Holder Matters


As of March 8, 2005, there were 1,872 holders of our units. There is no public market for units nor is it anticipated that any public market for units will develop. Reference is made to Item 6 below for a discussion of cash distributions made to the limited partners.


Although we established a unit repurchase program, there are no funds remaining for the repurchase of units through this program.


For the years ended December 31, 2004 and 2003, we did not pay any distributions.


















- -7-


Item 6. Selected Financial Data

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

For the years ended December 31, 2004, 2003, 2002, 2001 and 2000

(not covered by Report of Independent Registered Public Accounting Firm)

   

2004

2003

2002

2001

2000

             

Total assets

$

12,509,571 

12,471,779 

12,292,640 

12,576,550 

12,786,600 

             

Total income

 

1,253,893 

1,048,121

1,500,154 

1,819,548 

1,767,769 

             

Net income from operations

 

7,978 

97,310 

806,768 

1,332,270 

1,174,659 

             

Gain on sale of investment   property

 

216,944 

-     

-     

-     

-     

             

Net income

 

224,922 

97,310 

806,768 

1,332,270 

1,174,659 

             

Net income (loss) per the one   general partner unit

 

(3,700)

(3,716)

(3,430)

(3,595)

(3,827)

             

Net income allocated per limited   partnership unit

 

4.59 

2.02 

16.17 

26.67 

23.52 

             

Distributions to limited partners

 

-     

-     

1,032,901 

1,461,795 

3,871,221 

             

Distributions per limited   partnership unit

 

-     

-     

20.62 

29.18 

77.28 



The above selected financial data should be read in conjunction with the financial statements and related notes appearing elsewhere in this annual report.


The net income per unit and distribution per unit data is based upon the weighted average number of units outstanding of 50,095.50.






- -8-


Item 7. 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 annual report on Form 10-K 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 our 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; uninsured losses; and potential conflicts of interest between us and our Affiliates, including the general partner.


Critical Accounting Policies


On December 12, 2001, the Securities and Exchange Commission issued Financial Reporting Release or FRR No. 60 "Cautionary Advice Regarding Disclosure About Critical Accounting Policies." A critical accounting policy is one that would materially affect our operations or financial condition, and requires management to make estimates or judgements in certain circumstances. We believe that our most critical accounting policies relate to how we value our investment properties, recognize revenue, and our cost capitalization and depreciation policies. These judgements often result from the need to make estimates about the effect of matters that are inherently uncertain. The purpose of the FRR is to provide investors with an understanding of how management forms these policies. Critical accounting policies discussed in this section are not to be confused with accounting principles and methods disclosed in accordance with accounting principles generally accepted in the United States of America or GAAP. GAAP requi res information in financial statements about accounting principles, methods used and disclosures pertaining to significant estimates. The following disclosure discusses judgements known to management pertaining to trends, events or uncertainties known which were taken into consideration upon the application of those policies and the likelihood that materially different amounts would be reported upon taking into consideration different conditions and assumptions.


Valuation of Investment Properties - On a quarterly basis, in accordance with Statement of Financial Accounting Standards No. 144, we conduct an impairment analysis to ensure that the carrying value of each property does not exceed its estimated fair value. If this were to occur, we would be required to record an impairment loss equal to the excess of carrying value over fair value.


In determining the value of an investment property and whether the property is impaired, management considers several factors such as projected rental and vacancy rates, property operating expenses, capital expenditures and interest rates. The capitalization and discount rates used to determine property valuation are based on the market in which the property is located, length of leases, tenant financial strength, the economy in general, demographics, environment, property location, visibility, age, physical condition and investor return requirements among others. All of the aforementioned factors are considered by management in determining the value of any particular property. The value of any particular property is sensitive to the actual results of any of these uncertain factors, either individually or taken as a whole. Should the actual results differ from management's judgement, the valuation could be negatively or positively affected.


The valuation and possible subsequent impairment of investment properties is a significant estimate that can and does change based on management's continuous process of analyzing each property. For the years ended December 31, 2004 and 2003, we have recorded an impairment loss on the Kmart property of $587,000 and $175,000, respectively, for a total impairment of $762,000.





-9-


Revenue Recognition - Under GAAP, we are required to recognize rental income based on the effective monthly rent for each lease. The effective monthly rent is equal to the average monthly rent during the term of the lease, not the stated rent for any particular month. The process, known as "straight-lining" rent generally has the effect of increasing rental revenues during the early phases of a lease and decreasing rental revenues in the latter phases of a lease. If rental income calculated on a straight-line basis exceeds the cash rent due under the lease, the difference is recorded as an increase in deferred rent receivable and included as a component of rental income in the accompanying Statements of Operations. If the cash rent due under the lease exceeds rental income calculated on a straight-line basis, the difference is recorded as a decrease in deferred rent receivable and is also included as a component of rental income in the accompanying Statements of Operations.


Cost Capitalization and Depreciation Policies - We review all expenditures and capitalize any item exceeding $5,000 deemed to be an upgrade or a tenant improvement. If we capitalize more expenditures, current depreciation expense would be higher; however, total current expenses would be lower. Depreciation expense is computed using the straight-line method. Buildings and improvements are depreciated based upon estimated useful lives of 30 to 40 years for buildings and improvements and the remaining life of the related lease for tenant improvements.



Liquidity and Capital Resources


On August 4, 1988, we commenced an offering of 50,000 (subject to increase to 80,000) limited partnership units pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. The offering terminated on August 4, 1990, after we had sold 50,647.14 units at $500 per unit, resulting in gross offering proceeds of $25,323,569, not including the general partner's contribution of $500. All of the holders of these units have been admitted to our partnership. We acquired five properties utilizing $21,224,542 of capital proceeds collected. On January 8, 1991, we sold one of our properties, The Wholesale Club. On November 30, 1999, we sold another of our properties, Eurofresh Plaza. As of December 31, 2004, cumulative distributions to limited partners totaled $29,309,086; of which $4,395,565 represents proceeds from the sale of The Wholesale Club, $2,392,818 represents proceeds from the sale of Eurofresh Plaza and $22,520,703 represents distributable cash flow from the properties. We repurchased 551 .64 units for $260,285 from various limited partners through the unit repurchase program. There are no funds remaining for the repurchase of Units through this program.


As of December 31, 2004, we had cash and cash equivalents of $2,950,435 which includes approximately $410,000 expected to be used for the payment of real estate taxes for Colonial Manor Living Center. We intend to use such remaining funds for distributions and for working capital requirements.


Through June 30, 2002, the properties owned by us were generating cash flow in excess of the 8% annualized distributions to the limited partners (paid monthly), in addition to covering all our operating expenses. As of June 30, 2002, we had made cumulative distributions of $253,868 in addition to the 8% annualized return to the limited partners from excess cash flow. As a result of the termination of the Kmart lease on June 29, 2002, we reduced the annualized return to the limited partners to 5%, beginning in July 2002. In December 2002, the general partner temporarily suspended distributions to the limited partners due to uncertainty of the Elite and SHS leases and re-tenanting costs anticipated with the Kmart property. We will continue to monitor our cash needs and the cash available for distribution. To the extent that the cash flow from the properties is insufficient to meet our needs, we may rely on advances from affiliates of the general partner, other short-term financing, or may sell one or more of the properties.



- -10-


 

On August 5, 2004, we received 5,710 shares of Kmart stock as a termination fee on the lease. The value of the stock at the close of business on August 5, 2004 was $67.53 per share resulting in lease terminations fees valued at $385,596, which is included in rental income. On September 3, 2004, we sold 2,837 shares of the Kmart stock at $80.51 per share and recorded a gain of $36,825. On October 18, 2004, we sold an additional 2,836 shares at $84.50 per share and recorded a gain of $48,119. We anticipate that we will receive additional shares of Kmart stock in the second quarter of 2005. We will continue to evaluate when it is in our best interest to liquidate the remaining 37 shares.


We executed an amendment of the SHS lease through September 30, 2013. Annual base rent increased from $359,094 to $383,231 per year commencing April 1, 2003. As part of the extension, in 2003, we paid $400,000 for tenant improvements and equipment at the property. We are currently marketing this property for sale.


We currently have entered into a signed contract for the sale of the Kmart property for $3,000,000. We anticipate a closing in the second quarter of 2005 provided contingencies are waived and the buyer performs. When the sale of all properties are completed, we anticipate terminating the partnership and making a final distribution to the partners shortly after the completion of the sales. However, there can be no assurance that these proposed sales will be completed.


Effective March 1, 2003, due to economic conditions in the nursing home industry, the general partner executed an amendment to the Elite lease to reduce the annual rent to $666,855 per year with no increases in rent over the term of the lease. The tenant of the Colonial Manor nursing home did not make its March 2005 rental payment and has informed our general partner that it intends to default on all of its lease obligations under its lease and the lease of the Douglas and Hillside nursing homes (owned by a separate partnership also managed by our general partner). Rent for all three properties is currently secured by a $400,000 letter of credit which covers all three properties on a joint and several basis. Our general partner is currently determining how to equitably allocate of the letter of credit between the three properties. The tenants of the Douglas and Hillside nursing homes have made a verbal offer to buy those two homes contingent, however, upon release of the letter of credit. If the sales are c ompleted, sales proceeds from the sale of the Douglas and Hillside nursing homes equal to the Colonial Manor proportionate share of the letter of credit may be allocated to us to reimburse us for the Colonial Manor rent which would have been covered under the letter of credit had it not been terminated.


We have entered into an agreement with a broker specializing in nursing homes to assist us in marketing the Colonial Manor nursing home for sale.



Transactions with Related Parties


Our general partner and its affiliates are entitled to reimbursement for salaries and expenses of their employees relating to our administration. Such costs of $35,716, $52,158 and $42,210 are included in professional services to affiliates and general and administrative expenses to affiliates for the years ended December 31, 2004, 2003 and 2002, respectively, of which $2,192 and $7,467 was unpaid as of December 31, 2004 and 2003, respectively.


An affiliate of our general partner earned property management fees of $14,361, $14,518 and $17,828, for the years ended December 31, 2004, 2003 and 2002, respectively, in connection with managing our properties. Such fees are included in property operating expenses to affiliates, of which $0 and $900 was unpaid as of December 31, 2004 and 2003.


In connection with the sale of The Wholesale Club on January 8, 1991, we recorded $132,000 of sales commission payable to an affiliate of the general partner, until our limited partners received their original capital plus a return as specified in the partnership agreement. As of December 31, 2004, we have written off the deferred commission payable and recorded a gain of $132,000.

-11-


Results of Operations


At December 31, 2004, we own three operating properties. Two of our three operating properties, Scandinavian Health Spa and Colonial Manor Living Center, are leased on a "triple-net" basis which means that all expenses of the property are passed through to the tenant. We are responsible for maintenance of the structure and the parking lot and insurance, real estate taxes and common area maintenance of the Kmart property since the termination of the Kmart lease.


Rental income was $1,231,671, $994,317 and $1,474,395 for the years ended December 31, 2004, 2003 and 2002, respectively. Included in rental income for the year ended December 31, 2004, is $385,596 of lease termination income relating to Kmart. The Kmart Corporation filed for Chapter 11 bankruptcy reorganization on January 22, 2002. As a result thereof, Kmart had the option to accept or reject its lease with us. On March 8, 2002, Kmart Corporation announced its intent to close 283 stores, including the Chandler, Arizona store. The Bankruptcy Court approved these closings on March 20, 2002, as well as the liquidation procedures. As of June 29, 2002, Kmart rejected their lease for the Chandler, Arizona property and ceased making rent payments. Our general partner filed a lease rejection claim with the bankruptcy court on our behalf. On August 5, 2004, we received 5,710 shares of Kmart stock as a termination fee on the lease. The value of the stock at the close of business on August 5, 200 4 was $67.53 per share resulting in lease terminations fees valued at $385,596, which is included in rental income. On September 3, 2004, we sold 2,837 shares of the Kmart stock at $80.51 per share and recorded a gain of $36,825. On October 18, 2004, we sold an additional 2,836 shares at $84.50 per share and recorded a gain of $48,119. We anticipate that we will receive additional shares of Kmart stock in the second quarter of 2005. We will continue to evaluate when it is in our best interest to liquidate the remaining shares. We are continuing to review various options to lease or sell the space vacated by Kmart. As of December 31, 2004, we recorded an impairment loss on this property of $762,000.


As of July 1, 2001, we entered into a revised ten-year lease with Elite. Under the new lease, Elite received a five-month rent abatement with the first payment due on December 1, 2001 and a 17% reduction in the annual rent. Although the tenant received a reduction in the annual rent payment based on the prior lease rates, the effective annual rental rate over the term of the new lease increased from $8.00 to $8.24. Effective March 1, 2003, we executed an amendment to the Elite lease to reduce the annual rent to $666,855 per year with no increases in rent over the term of the lease.


Also in 2003, we executed an amendment of the SHS lease through September 30, 2013. Annual base rent increased from $359,094 to $383,231 per year commencing April 1, 2003.


Professional services to affiliates were $15,740, $22,683 and $13,357 for the years ended December 31, 2004, 2003 and 2002, respectively. The increase in 2003 is due to an increase in accounting and legal services.


General and administrative expenses to affiliates were $19,976, $29,475 and $28,853 for the years ended December 31, 2004, 2003 and 2002, respectively. The decrease in general and administrative expenses in 2004 is due to decreases in postage and investor service expenses.


General and administrative expenses to non-affiliates were $28,211, $16,345 and $28,997 for the years ended December 31, 2004, 2003 and 2002, respectively. The increase in 2004 is due to increases in postage and printing expenses. General and administrative expenses to non affiliates decreased in 2003, as compared to 2002, due to state taxes paid in 2002.


Property operating expenses to non-affiliates were $174,943, $285,158 and $197,019 for the years ended December 31, 2004, 2003 and 2002, respectively, due to the termination of the Kmart lease. Beginning July 2002, we are responsible for maintenance of the structure and parking lot and insurance, real estate taxes and common area maintenance of the Kmart property.

-12-


Our Partnership Agreement


Our partnership agreement defines the allocation of distributable available cash and profits and losses. Limited partners will receive 100% of cash available for distribution until the limited partners have received a cumulative preferred return of 8% per annum through August 4, 1993 and a preferential return of 10% per annum for the period after August 4, 1993. Thereafter, the general partner shall be allocated an amount equal to any supplemental capital contributions outstanding at the time of the distribution and then 95% of cash available for distribution will be allocated to the limited partners and 5% will be allocated to the general partner. Net sale proceeds will be distributed to the limited partners until they have received an amount equal to their invested capital and any deficiency in the 10% preferential return. Thereafter, any remaining net sale proceeds will be distributed 85% to the limited partners and 15% to the general partner. Distributions of net sale proceeds to the limited partners rep resent a return of invested capital.


Pursuant to the terms of the partnership agreement, the profits and losses from operations are allocated as follows:

  1. Depreciation shall be allocated 99% to the taxable limited partners and 1% to the general partner.
  2. To the extent the minimum distribution of 8% per annum through August 4, 1993 to the limited partners is funded by supplemental capital contributions, the distribution shall be treated as a guaranteed payment, and the resulting deduction shall be allocated to the general partner.
  3. The remaining net profits shall be allocated 100% to the limited partners until the limited partners have been allocated an amount equal to the distribution required to provide them a cumulative preferred return of 8% per annum through August 4, 1993 and a preferential return of 10% per annum for the period after August 4, 1993.
  4. The remainder, if any, shall be allocated 95% to the limited partners and 5% to the general partner.


Pursuant to the terms of the partnership agreement, the net gain from a capital transaction is allocated as follows:

  1. Depreciation deductions previously taken by us with respect to the property sold shall be allocated to the partners in the amounts in which the previous deductions were allocated.
  2. Remaining gain shall be allocated to all partners in the aggregate of and in proportion to, the negative balances in their capital accounts.
  3. Such gain shall then be allocated to the limited partners until every limited partner's capital account equals their invested capital.
  4. The balance, if any, shall be allocated as follows:
    1. To the general partner in the amount of any supplemental capital contributions, plus 15% of net sales proceeds remaining after previous allocations.
    2. To the limited partners, provided, however, that the general partner has been allocated at least 1% of such gain.


The general partner was required to make supplemental capital contributions, if necessary, in sufficient amounts to allow us to make distributions to the limited partners to provide a non-compounded return on their invested capital equal to 8% per annum through August 4, 1993. The amount of such supplemental capital contributions was $30,155. The entire amount was paid to us in April of 1990. The general partner was repaid on August 4, 1993, after the limited partners received a cumulative preferred return of 8% per annum through August 4, 1993.

-13-



Off-Balance Sheet Arrangements, Contractual Obligations, Liabilities and Contracts and Commitments


None


Selected Quarterly Financial Data (unaudited)


The following represents the results of operations for each quarter during the years ended December 31, 2004, 2003 and 2002.

     
   

12/31/04

09/30/04

06/30/04

03/31/04

           

Total income

$

103,182

640,842

254,725

255,144

Net income

 

(442,159)

534,804

88,996

43,281

Net income allocated to the limited partners

 

(497,358)

592,988

89,949

44,206

Net income per limited partnership unit, basic   and diluted

 

(9.93)

11.84

1.80

.88

     
     
   

12/31/03

09/30/03

06/30/03

03/31/03

 

$

       

Total income

 

297,618

252,571

251,348

246,584

Net income (loss)

 

(49,582)

15,714

98,626

32,552

Net income (loss) allocated to the limited   partners

 

(48,629)

16,667

99,579

33,409

Net income (loss) per limited partnership unit,   basic and diluted

 

(.97)

.33

1.99

.67

   

12/31/02

09/30/02

06/30/02

03/31/02

           

Total income

$

321,326

316,065

431,338

431,425

Net income

 

162,748

153,639

200,389

289,992

Net income allocated to the limited partners

 

163,606

154,496

201,247

290,847

Net income per limited partnership unit, basic   and diluted

 

3.27

3.08

4.02

5.81

     



Inflation


In general, rental income and operating expenses for our properties operated under triple-net leases, Scandinavian Health Spa and Colonial Manor Living Center, are not likely to be directly affected by future inflation, since rents are fixed under the leases and property expenses are the responsibility of tenants. The capital appreciation of triple-net-leased properties is likely to be influenced by interest rate fluctuations. To the extent that inflation affects interest rates, future inflation may have an effect on the capital appreciation of triple-net-leased properties.


Item 7(a). Quantitative and Qualitative Disclosures About Market Risk


Not Applicable.

-14-


Item 8. Financial Statements and Supplementary Data

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




Index

Page

   

Report of Independent Registered Public Accounting Firm

16

   

Report of Independent Registered Public Accounting Firm

17

   

Financial Statements:

 
   

  Balance Sheets, December 31,2004 and 2003

18

   

  Statements of Operations, for the years ended December 31, 2004, 2003 and 2002

20

   

  Statements of Partners' Capital, for the years ended December 31, 2004, 2003 and 2002

21

   

  Statements of Cash Flows, for the years ended December 31, 2004, 2003 and 2002

22

   

  Notes to Financial Statements

23

   

Real Estate and Accumulated Depreciation (Schedule III)

31



Schedules not filed:


All schedules other than those indicated in the index have been omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.













- -15-







Report of Independent Registered Public Accounting Firm



To the Partners of
Inland Monthly Income Fund II, L.P.


We have audited the accompanying balance sheet of Inland Monthly Income Fund II, L.P. (a limited partnership) ("the Partnership") as of December 31, 2004, and the related statements of operations, partners' capital, and cash flows for the year then ended. The financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial stat ement presentation. We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Inland Monthly Income Fund II, L.P. at December 31, 2004, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.



Grant Thornton LLP



Chicago, Illinois
January 29, 2005







- -16-







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Partners of
Inland Monthly Income Fund II, L.P.

We have audited the accompanying balance sheet of Inland Monthly Income Fund II, L.P. (a limited partnership) (the "Partnership") as of December 31, 2003, and the related statements of operations, partners' capital, and cash flows for each of the two years in the period ended December 31, 2003. Our audits also included the financial statement schedule listed in the Index at Item 15(c) for the years ended December 31, 2003 and 2002. These financial statements and financial statement schedule are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


In our opinion, such financial statements present fairly, in all material respects, the financial position of Inland Monthly Income Fund II, L.P. as of December 31, 2003, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein for the years ended December 31, 2003 and 2002.



Deloitte & Touche LLP


March 26, 2004
Chicago, Illinois



- -17-


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

Balance Sheets

December 31, 2004 and 2003



Assets

   

2004

2003

Current assets:

     

  Cash and cash equivalents (Note 1)

$

2,950,435

1,764,717

  Accounts and rents receivable

 

1,603

855

  Investment in securities

 

3,661

-    

  Other assets

 

8,768

     -    

       

Total current assets

 

2,964,467

1,765,572

       

Investment properties (including acquisition fees paid to Affiliates of     $1,250,037 at December 31, 2003 and 2002) (Notes 1 and 4):

     

  Land

 

3,187,438

3,187,438

  Buildings and improvements (net of impairment loss of $762,000 and   $175,000 at December 31, 2004 and 2003, respectively)

 

12,061,443

12,648,443

       

 

15,248,881

15,835,881

     Less accumulated depreciation

 

5,872,774

5,502,808

       

Net investment properties

 

9,376,107

10,333,073

       

Other assets:

     

  Deferred leasing fees to Affiliates (net of accumulated amortization of     $227,732 and $227,606 at December 31, 2004 and 2003,     respectively) (Notes 1 and 3)

 

-    

126

  Deferred rent receivable (Notes 1 and 5)

 

168,997

373,008

       

Total other assets

 

168,997

373,134

       

Total assets

$

12,509,571

12,471,779











See accompanying notes to financial statements.

-18-


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

Balance Sheets
(continued)

December 31, 2004 and 2003



Liabilities and Partners' Capital

   

2004

2003

       

Current liabilities:

     

  Accounts payable

$

4,326 

8,402 

  Accrued real estate taxes

 

46,349 

48,922 

  Due to Affiliates (Note 3)

 

2,192 

8,367 

  Deposits held for others

 

410,720 

454,189 

       

Total current liabilities

 

463,587 

519,880 

       

Commission payable to Affiliate (Note 3)

 

     -     

132,000 

       

Total liabilities

 

463,587 

651,880 

       

Partners' capital (Notes 1 and 2):

     

  General Partner:

     

    Capital contribution

 

500 

500 

    Cumulative net income

 

41,725 

45,425 

       

 

42,225 

45,925 

  Limited Partners:

     

    Units of $500. Authorized 80,000 Units, 50,095.50 Units outstanding       (net of offering costs of $3,148,734, of which $653,165 was paid to       Affiliates)

 

21,916,510 

21,916,510 

    Cumulative net income

 

19,396,335 

19,166,550 

    Cumulative distributions

 

(29,309,086)

(29,309,086)

       

 

12,003,759 

11,773,974 

       

Total Partners' capital

 

12,045,984 

11,819,899 

       

Total liabilities and Partners' capital

$

12,509,571 

12,471,779 







See accompanying notes to financial statements.

-19-


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

Statements of Operations

For the years ended December 31, 2004, 2003 and 2002

<
   

2004

2003

2002

Income:

       

  Rental income (Notes 1, 4 and 5)

$

1,231,671 

994,317 

1,474,395 

  Additional rental income

 

-     

-     

4,519 

  Interest income

 

16,572 

9,376 

15,190 

  Other income

 

5,650 

44,428 

6,050 

         

 

1,253,893 

1,048,121 

1,500,154 

Expenses:

       

  Professional services to Affiliates

 

15,740 

22,683 

13,357 

  Professional services to non-affiliates

 

35,592 

29,819 

27,869 

  General and administrative expenses to Affiliates

 

19,976 

29,475 

28,853 

  General and administrative expenses to non-affiliates

 

28,211 

16,345 

28,997 

  Property operating expenses to Affiliates

 

14,361 

14,518 

17,828 

  Property operating expenses to non-affiliates

 

174,943 

285,158 

197,019 

Impairment loss

 

587,000 

175,000 

-     

  Depreciation

 

369,966 

371,553 

342,981 

  Amortization of deferred leasing fees

 

126 

6,260 

36,482 

         

 

1,245,915 

950,811 

693,386 

         

Operating income

 

7,978 

97,310 

806,768 

         

Gain on sale

 

216,944 

     -     

     -     

         

Net income before comprehensive income

 

224,922 

97,310 

806,768 

Unrealized gain on investment securities

 

1,163 

     -     

     -     

         

Comprehensive income

$

226,085 

97,310 

806,768 

         

Comprehensive income (loss) allocated to (Note 2):

       

  General Partner

$

(3,700)

(3,716)

(3,430)

  Limited Partners

 

229,785 

101,026 

810,198