10-K 1 growa.htm GROWTH II ANNUAL

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, 2000

or

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

Commission file #0-16780


Inland Real Estate Growth Fund II, L.P.
(Exact name of registrant as specified in its charter)

Delaware

36-3547165

(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.

The Prospectus of the Registrant dated September 21, 1987, as supplemented to date and filed pursuant to Rule 424(b) and 424(c) under the Securities Act of 1933 is incorporated by reference in Parts I, II and III of this Annual Report on Form 10-K.

 


INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)

TABLE OF CONTENTS

 

 

Part I

Page

 

 

 

Item 1.

Business

3

 

 

 

Item 2.

Properties

4

 

 

 

Item 3.

Legal Proceedings

4

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

4

 

 

 

 

Part II

 

 

 

 

Item 5.

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

4

 

 

 

Item 6.

Selected Financial Data

5

 

 

 

Item 7.

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

7

 

 

 

Item 7a.

Quantitative and Qualitative Disclosure About Market Risk

9

 

 

 

Item 8.

Financial Statements and Supplementary Data

10

 

 

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial  Disclosure

22

 

 

 

 

Part III

 

 

 

 

Item 10.

Directors and Executive Officers of the Registrant

22

 

 

 

Item 11.

Executive Compensation

26

 

 

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management

27

 

 

 

Item 13.

Certain Relationships and Related Transactions

28

 

 

 

 

Part IV

 

 

 

 

Item 14.

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

28

 

 

 

SIGNATURES

 

29

 


PART I

Item 1. Business

The Registrant, Inland Real Estate Growth Fund II, L.P. (the "Partnership"), was formed in June 1987, pursuant to the Delaware Revised Uniform Limited Partnership Act, to invest in improved residential, retail, industrial and other income producing properties. On September 21, 1987, the Partnership commenced an Offering of 25,000 Limited Partnership Units (the "Units") pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. The Partnership terminated the Offering on September 21, 1989. A total of 4,038.25 Units were sold to the public at $1,000 per Unit, yielding gross offering proceeds of $4,038,250, not including the General Partner's contribution, of which $3,077,513 was invested in two properties. In addition, offering proceeds were used to repay advances from the General Partner, pay offering and organization costs and make distributions to the Limited Partners. All of the holders of these Units have been admitted to the Partnership. As of December 31, 2000, the Partnership has repurchased through the Unit Repurchase Program a total of 117 Units ($40,906) from various Limited Partners. The Limited Partners of the Partnership share in their portion of benefits of ownership of the Partnership's real property investments according to the number of Units held. Inland Real Estate Investment Corporation is the General Partner.

The Partnership is engaged solely in the business of real estate investment. The Partnership currently owns one property, Scandinavian Health Club, which represents their industry segment. The results of the segment are presented in the financial statements of the Partnership.

The Partnership made real property investments as set forth in the following table:

Name of

Number

Purchase

Type of

Property and Location

of Units

Date

Ownership (a)

 

 

 

 

Wellington Place Apartments

108

04/19/88

Fee ownership of land

Carol Stream, Illinois

 

(Sold 1991)

and improvements

 

 

 

 

Scandinavian Health Club

N/A

04/21/89

Fee ownership of land

Columbus, Ohio

 

 

and improvements

 

 

 

 

 

  1. Reference is made to Note 2 of the Notes to Financial Statements filed with this Annual Report for the current outstanding principal balance and a description of the mortgage indebtedness secured by the Partnership's real property investment.

 

As of December 31, 1991, the Partnership had sold all of the eighteen buildings comprising the Wellington Place apartment complex for a total gross sales price of approximately $4,472,000 to be received in installments. These receivables were paid in full as of December 31, 1998.

The Partnership's remaining real property investment is located in Columbus, Ohio and is subject to competition from similar types of properties in the vicinity in which it is located. This property is fully leased to Scandinavian Health Club. The Partnership has no real property investments located outside the United States. The Partnership does not segregate revenues or assets by geographic region, and as such a presentation is not applicable and would not be material to an understanding of the Partnership's business taken as a whole.

The Partnership had no employees during 2000.

The terms of transactions between the Partnership and Affiliates of the General Partner of the Partnership are set forth in Item 11 and Note 4 of the Notes to Financial Statements (Item 8 of this Annual Report) to which reference is hereby made.

 

Item 2. Properties

The Partnership owns directly the property referred to under Item 1 above to which reference is hereby made for a description of the property.

 

Item 3. Legal Proceedings

The Partnership is not subject to any material pending legal proceedings.

 

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

There were no matters submitted to a vote of security holders during 2000.


PART II

 

Item 5. Market for the Partnership's Limited Partnership Units and Related Security Holder Matters

As of December 31, 2000, there were 338 holders of Units of the Partnership. 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 the Partnership has established a Unit Repurchase Program, funds for repurchase of Units are limited. Reference is made to "Unit Repurchase Program" on page 18 of the Prospectus of the Partnership dated September 21, 1987, incorporated herein by reference. The Partnership has approximately $9,000 restricted for the repurchase of Units at December 31, 2000.

 

 

Item 6. Selected Financial Data

INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)

For the years ended December 31, 2000, 1999, 1998, 1997 and 1996

(not covered by Independent Auditors' Report)

 

 

2000

1999

1998

1997

1996

 

 

 

 

 

 

 

Total assets

$

1,195,180

1,467,561

1,430,187

1,509,987

1,576,248

 

 

 

 

 

 

 

Long-term debt (b)

$

-    

-    

-    

786,015

851,755

 

 

 

 

 

 

 

Total income

$

214,610

217,982

217,292

219,784

224,555

 

 

 

 

 

 

 

Net operating income

 

63,191

37,976

61,971

58,989

58,003

Gain on sale of  investment property

 

-    

-    

9,950

-    

-    

 

 

 

 

 

 

 

Net income

$

63,191

37,976

71,921

58,989

58,003

 

 

 

 

 

 

 

Net income allocated to  the one General  Partner Unit:

 

 

 

 

 

 

Net operating income

 

632

380

620

590

580

Gain on sale of  investment property

 

-    

-    

 99

-    

-    

 

 

 

 

 

 

 

 

$

632

380

719

590

580

Net income allocated per  Limited Partnership  Unit (c):

 

 

 

 

 

 

Net operating income

 

15.95

9.45

15.32

14.58

14.34

Gain on sale of  investment property

 

-    

-    

 2.46

-    

-    

 

 

 

 

 

 

 

 

$

15.95

9.45

17.78

14.58

14.34

 


Item 6. Selected Financial Data, continued

INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)

For the years ended December 31, 2000, 1999, 1998, 1997 and 1996

(not covered by Independent Auditors' Report)

 

 

2000

1999

1998

1997

1996

 

 

 

 

 

 

 

Cash distributions to  Limited Partners

$

-    

-    

63,710

64,671

16,850

 

 

 

 

 

 

 

Cash distributions to  Limited Partners per  Unit (c)

$

-    

-    

15.91

16.15

4.21

 

 

 

 

 

 

 

Weighted average of  Limited Partnership  Units outstanding

$

3,921.25

3,976.50

4,004.25

4,004.25

4,004.25

 

 

 

 

 

 

 

  1. The above selected financial data should be read in conjunction with the financial statements and related notes appearing elsewhere in this Annual Report.
  2. Reference is made to Note 2 of the Notes to Financial Statements filed with this Annual Report for further discussion of the mortgage indebtedness secured by the Partnership's real property investment.
  3. The net income per Unit, basic and diluted, and cash distribution per Limited Partner Unit data are based upon the weighted average number of such Units.

 

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 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; uninsured losses; and potential conflicts of interest between the Partnership and its Affiliates, including the General Partner.

Liquidity and Capital Resources

On September 21, 1987, the Partnership commenced an Offering of 25,000 Limited Partnership Units pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. The Offering terminated on September 21, 1989 with a total of 4,038.25 Units being sold to the public at $1,000 per Unit resulting in $4,038,250 in gross offering proceeds, not including the General Partner's contribution, of which $3,077,513 was invested in two properties (as described in Note 2 of the Notes to Financial Statements filed with this Annual Report). In addition, proceeds were used to repay advances from the General Partner, pay offering and organization costs and make distributions to the Limited Partners. As of December 31, 2000, the Partnership has repurchased 117 Units ($40,906) from various Limited Partners through the Unit Repurchase Program.

At December 31, 2000, the Partnership had cash and cash equivalents of $69,822 which includes approximately $9,000 restricted for the repurchase of Units through the Unit Repurchase Program. The Partnership intends to use available cash for working capital requirements and cash distributions.

The Partnership is generating sufficient cash flow to cover operating expenses and debt service. To the extent that these sources are 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 sell the remaining property.

The General Partner has agreed to make, if necessary, a Supplemental Capital Contribution. The Supplemental Capital Contribution shall be in an amount which will enable the Partnership to pay a liquidating distribution to the Limited Partners equal to their Adjusted Invested Capital plus a noncompounded Minimum Return of 2% per annum on their Invested Capital. After consideration of the Supplemental Capital Contribution, the Partnership believes that it has sufficient funds to satisfy its obligations.

 

Results of Operations

As of December 31, 1991, the Partnership had sold all of the eighteen buildings comprising the Wellington Place apartment complex. The remaining property owned by the Partnership, a health club, is leased until October 2001 to Scandinavian Health Spa Inc., a wholly owned subsidiary of Bally's Health and Tennis Corporation on a "triple-net" basis, which means that in addition to paying base rent, the tenant is also responsible for the payment of insurance, taxes and maintenance. The General Partner does not anticipate an early termination of this lease.

As of September 23, 1998, the Partnership listed and began actively marketing the Scandinavian Health Club property for sale at an amount in excess of its carrying value. The listing agreement expired on January 31, 1999, however, the Partnership is continuing to market the property for sale. The Partnership which had ceased depreciation as of September 23, 1998, began depreciation of the property, and all previously unrecognized depreciation was recorded in 1999.

On February 1, 1999, the General Partner of the Partnership advanced funds on a short-term basis to the Partnership to pay off its mortgage payable balance of $780,288 plus accrued interest through the maturity date. During 2000, the Partnership made principle paydowns on this note totaling $336,081. The balance of the mortgage payable to the General Partner of $450,000 has a current interest rate of 9.5% and requires monthly interest only payments. A final balloon payment of all outstanding principal and all accrued and unpaid interest, if any, is due on December 31, 2001. This loan may be extended at the Partnership's option.

The Partnership's business plan continues to be to sell the property and pay off the debt. In the event the property cannot be sold before the lease expires in October 2001 and the tenant does not hold over for an additional amount of time, the Partnership may need to consider a redevelopment and refinancing of the property from it's current use to offices. The General Partner has agreed not to demand payment under the loan.

The increase in professional services to Affiliates for the year ended December 31, 2000, as compared to the year ended December 31, 1999, is due to an increase in accounting services and legal services required by the Partnership.

The decrease in general and administrative expenses to non-affiliates for the year ended December 31, 2000, as compared to the year ended December 31, 1999, is due a decrease in state taxes.

The decrease in general and administrative expenses to non-affiliates for the year ended December 31, 1999, as compared to the year ended December 31, 1998, is due to an increase in state taxes.

As of December 31, 1998, the Partnership received payment in full on the five-second mortgages from the sale of the Wellington Place apartments and recognized the remaining gain from the sale.


Selected Quarterly Financial Data (unaudited)

The following represents the results of operations, for each quarter during the years ended December 31, 2000 and 1999.

 

 

2000

 

 

12/31

09/30

06/30

03/31

Total income

$

52,730

52,349

53,659

55,872

Net income

 

20,455

20,759

21,617

360

 

 

 

 

 

 

Net income per common share, basic and   diluted:

 

5.22

5.29

5.51

.09

 

 

1999

 

 

12/31

09/30

06/30

03/31

Total income

$

55,326

54,679

54,025

53,952

Net income/(loss)

 

19,098

(6,930)

19,284

6,524

 

 

 

 

 

 

Net income per common share, basic and   diluted:

 

4.87

(1.74)

4.82

1.63

 

Inflation

The health club's triple-net lease offsets any inflationary effect on the property operating expenses relating to that property.

Continued inflation may cause capital appreciation of the Partnership's property held for sale over a period of time as rental rates and replacement cost of this property continue to increase.

 

Item 7a. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable


Item 8. Financial Statements and Supplementary Data

 

INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)

 

Index

Page

 

 

 

 

Independent Auditors' Report

11

 

 

Financial Statements:

 

 

 

Balance Sheets, December 31, 2000 and 1999

12

 

 

Statements of Operations, for the years ended December 31, 2000, 1999 and 1998

14

 

 

Statements of Partners' Capital, for the years ended December 31, 2000, 1999 and 1998

15

 

 

Statements of Cash Flows, for the years ended December 31, 2000, 1999 and 1998

16

 

 

Notes to Financial Statements

17

 

Schedules not filed:

All schedules have been omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.

 


Independent Auditors' Report

 

 

The Partners

Inland Real Estate Growth Fund II, L.P.

We have audited the financial statements of Inland Real Estate Growth Fund II, L.P. (a limited partnership) as listed in the accompanying index. These financial statements are the responsibility of the General Partner of the Partnership. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the General Partner of the Partnership, as well as evaluating the overall financial statement presentation. We believe that our audits provide 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 Real Estate Growth Fund II, L.P. as of December 31, 2000 and 1999 and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.

 

KPMG LLP

Chicago, Illinois

February 1, 2001

 


INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)

Balance Sheets

December 31, 2000 and 1999

 

Assets

 

 

2000

1999

 

 

 

 

Current assets:

 

 

 

Cash and cash equivalents including amounts held by property   manager (Note 1)

$

69,822

287,520

Accrued interest receivable

 

659

465

 

 

 

 

Total current assets

 

70,481

287,985

 

 

 

 

Investment property (including acquisition fees paid to Affiliates   of $59,500 at December 31, 2000 (Notes 1 and 2):

 

 

 

Land

 

438,388

438,388

Building and improvements

 

1,096,872

1,096,872

 

 

 

 

 

 

1,535,260

1,535,260

Less accumulated depreciation

 

429,334

392,772

Total investment property, net of accumulated depreciation

1,105,926

1,142,488

 

 

 

 

Accrued rents receivable (Notes l and 5)

 

16,774

32,424

Deferred leasing fees to Affiliates (net of accumulated   amortization of $23,986 and $21,321 at December 31, 2000   and 1999, respectively) (Note 1)

 

1,999

4,664

 

 

 

 

Total assets

$

1,195,180

1,467,561

 

See accompanying notes to financial statements.


INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)

Balance Sheets
(continued)

December 31, 2000 and 1999

Liabilities and Partners' Capital

 

 

 

2000

1999

Current liabilities:

 

 

 

Current portion of long-term debt (Note 2)

$

450,000 

786,081 

Due to Affiliates (Note 4)

 

1,387 

 878 

 

 

 

 

Total current liabilities

 

451,387 

 786,959 

 

 

 

 

Commission payable to Affiliates (Note 4)

 

135,000 

135,000 

 

 

 

 

Total liabilities

 

586,387 

 921,959 

 

 

 

 

Partners' capital (Notes 1, 3 and 4):

 

 

 

General Partner:

 

 

 

Capital contribution

 

500 

500 

Cumulative net income

 

17,381 

16,749 

Cumulative cash distributions

 

(9,939)

 (9,939)

 

 

 

 

 

 

7,942 

 7,310 

Limited Partners:

 

 

 

  Units of $1,000. Authorized 25,000 Units, 3,921.25 outstanding at     December 31, 2000 and 1999, (net of offering costs of $462,849, of     which $59,476 was paid to Affiliates)

 

3,534,495 

3,534,495 

  Cumulative net income

 

1,720,768 

1,658,209 

Cumulative cash distributions

 

(4,654,412)

(4,654,412)

 

 

 

 

 

 

600,851 

 538,292 

 

 

 

 

Total Partners' capital

 

608,793 

 545,602 

 

 

 

 

Total liabilities and Partners' capital

$

1,195,180

1,467,561 

 

See accompanying notes to financial statements.


INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)

Statements of Operations

For the years ended December 31, 2000, 1999 and 1998

 

 

 

2000

1999

1998

 

 

 

 

 

Income:

 

 

 

 

Rental income (Note 5)

$

206,640

206,640

206,640

Interest income

 

7,970

11,342

10,652

 

 

 

 

 

 

 

214,610

 217,982

 217,292

Expenses:

 

 

 

 

Professional services to Affiliates

 

6,629

3,740

3,508

Professional services to non-affiliates

 

24,850

24,583

20,945

General and administrative expenses to Affiliates

 

16,101

16,861

16,032

General and administrative expenses to non-affiliates

 

6,086

10,079

3,798

Property operating expenses to Affiliates

 

2,223

2,223

2,223

Mortgage interest

 

56,303

73,674

67,369

Depreciation

 

36,562

45,235

27,423

Amortization

 

2,665

3,611

14,023

 

 

 

 

 

 

 

151,419

 180,006

 155,321

 

 

 

 

 

Net operating income

 

63,191

37,976

61,971

Gain on sale of investment property (Note 2)

 

                -    

                -    

9,950

 

 

 

 

 

Net income

$

63,191

37,976

71,921

 

 

 

 

 

Net income allocated to (Note 3):

 

 

 

 

General Partner

 

632

380

719

Limited Partners

 

62,559

37,596

71,202

 

 

 

 

 

Net income

$

63,191

37,976

71,921

 

 

 

 

 

Net income allocated to the one General Partner Unit

$

632

380

719

 

 

 

 

 

Net income per weighted average Limited Partnership  Units, basic and diluted

$

15.95

9.45

17.78

 

 

 

 

 

 

See accompanying notes to financial statements.


INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)

Statements of Partners' Capital

For the years ended December 31, 2000, 1999 and 1998

 

 

General

Limited

 

 

 

Partner

Partners

Total

 

 

 

 

 

Balance January 1, 1998

$

6,776 

500,117 

506,893 

 

 

 

 

 

Net income (Note 3)

 

719 

71,202 

71,921 

Cash distributions ($15.91 per weighted average  Limited Partnership Units of 4,004.25)

 

(565)

(63,710)

(64,275)

 

 

 

 

 

Balance December 31, 1998

 

6,930 

507,609 

514,539 

 

 

 

 

 

Net income (Note 3)

 

380 

37,596 

37,976 

Repurchase of Units

 

              -       

(6,913)

(6,913)

 

 

 

 

 

Balance December 31, 1999

 

7,310 

538,292 

545,602 

 

 

 

 

 

Net income (Note 3)

 

632 

62,559 

63,191 

 

 

 

 

 

Balance December 31, 2000

$

7,942 

600,851 

608,793 

 

 

 

 

 

 

See accompanying notes to financial statements.


INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)

Statements of Cash Flows

For the years ended December 31, 2000, 1999 and 1998

 

 

 

2000

1999

1998

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

Net income

$

63,191 

37,976 

71,921 

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

 

 

 

 

Gain on sale

 

-    

-    

(9,950)

Accrued rents receivable

 

15,650 

15,650 

15,650

Depreciation

 

36,562 

45,235 

27,423

Amortization

 

2,665 

3,611 

14,023

Accrued interest payable

 

-    

-    

(5,856)

Due to Affiliates

 

509 

518 

(173)

Changes in other assets and liabilities

 

(194)

(263)

72

Net cash provided by operating activities

118,383 

102,727 

113,110

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

Principal payments received on installment  contracts receivable

 

              -    

               -    

80,000

Net cash provided by investing activities

-    

-    

80,000

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

Proceeds from note payable to Affiliate

 

-    

786,081 

-    

Principal payments of long-term debt

 

(336,081)

(780,288)

(71,467)

Repurchase of Units

 

-    

(6,913)

-    

Distributions

 

-    

-    

(64,275)

Net cash used in financing activities

(336,081)

(1,120)

(135,742)

Net increase (decrease) in cash and cash  equivalents

 

(217,698)

101,607 

57,368

Cash and cash equivalents at beginning of  year

 

287,520 

185,913 

128,545

Cash and cash equivalents at end of year

$

69,822 

287,520 

185,913

 

 

 

 

 

Supplemental disclosure of cash flow  information:

 

 

 

 

 

 

 

 

 

Cash paid for mortgage and other interest

$

56,303 

73,674

73,225


See accompanying notes to financial statements.


INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)

Notes to Financial Statements

For the years ended December 31, 2000, 1999 and 1998

 

(1) Organization and Basis of Accounting

Inland Real Estate Growth Fund II, L.P. (the "Partnership"), was formed in June 1987, pursuant to the Delaware Revised Uniform Limited Partnership Act, to invest in improved residential, retail, industrial and other income producing properties. On September 21, 1987, the Partnership commenced an Offering of 25,000 Limited Partnership Units (the "Units") pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. The Partnership terminated the Offering on September 21, 1989. A total of 4,038.25 Units were sold to the public at $1,000 per Unit, yielding gross offering proceeds of $4,038,250, not including the General Partner's contribution. All of the holders of these Units have been admitted to the Partnership. As of December 31, 2000, the Partnership has repurchased a total of 117 units ($40,906) from various Limited Partners. At December 31, 2000, included in cash and cash equivalents, is approximately $9,000 restricted for use by the Unit Repurchase Program. The Limited Partners of the Partnership share in their portion of benefits of ownership of the Partnership's real property investment according 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.

Deferred loan costs were amortized on a straight-line basis over the life of the loan. Deferred leasing fees are amortized on a straight-line basis over the term of the related lease.

Statement of Financial Accounting Standards No. 121 requires the Partnership to record an impairment loss on its property to be held for investment whenever its carrying value cannot be fully recovered through estimated undiscounted future cash flows from their operations and sale. The amount of the impairment loss to be recognized would be the difference between the property's carrying value and the property's estimated fair value. The Partnership's policy is to consider a property to be held for sale or disposition when the Partnership has committed to sell such property and active marketing activity has commenced or is expected to commence in the near term. Effective September 23, 1998, the Partnership began to actively market its investment property which was then classified as held for sale. In accordance with SFAS 121, any property identified as "held for sale or disposition" is no longer depreciated. The listing agreement expired on January 31, 1999; however, the Partnership is continuing to market the property for sale. The Partnership which had ceased depreciation as of September 23, 1998, began depreciation of the property, and all previously unrecognized depreciation has been recorded in 1999. Adjustments for impairment loss for such a property are made in each period as necessary to report the property at the lower of carrying value or fair value less cost to sell. As of December 31, 2000, the Partnership has not recognized any such impairment on its property.

The Partnership uses the straight-line method of depreciation with a useful life of thirty years for buildings and improvements. Maintenance and repair expenses are charged to operations as incurred. Significant improvements are capitalized and depreciated over their estimated useful lives.

 


INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)


Notes to Financial Statements
(continued)

 

Rental income is recognized on a straight-line basis over the term of the lease. The excess of rental income earned over the cash rent due under the provisions of the lease agreement is recorded as accrued rent receivable.

The Partnership believes that the interest rate associated with the mortgage payable approximates the market interest rate for this type of debt instrument, and as such, the carrying amount of the mortgage payable approximates its fair value.

The Partnership considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

No provision for Federal income taxes has been made, as the liability for such taxes is that of the Partners rather than the Partnership.

The Partnership's records are maintained on the accrual basis of accounting in accordance with generally accepted accounting principles ("GAAP"). The Federal income tax return has been prepared from such records after making appropriate adjustments to reflect the Partnership's accounts as adjusted for Federal income tax reporting purposes. Such adjustments are not recorded on the records of the Partnership. The net effect of these items is summarized as follows:

2000                                                 1999

 

 

 

Tax

 

Tax

 

 

GAAP

Basis

GAAP

Basis

 

 

Basis

(unaudited)

Basis

(unaudited)

 

 

 

 

 

 

Total assets

$

1,195,180

     1,668,804

1,467,561

1,924,595

 

 

 

 

 

 

Partner's capital:

 

 

 

 

 

General Partner

 

7,942

8,063

7,310

7,265

Limited Partners

 

600,851

1,075,199

538,292

996,217

 

 

 

 

 

 

Net income:

 

 

 

 

 

General Partner

 

632

798

380

632

Limited Partners

 

62,559

78,982

37,596

62,610

 

 

 

 

 

 

Net income per Limited  Partnership Unit, basic and  diluted

 

15.95

20.14

9.45

15.75

 


 

INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)


Notes to Financial Statements
(continued)

(2) Investment Properties

(a) Wellington Place, Carol Stream, Illinois

During 1991, the Partnership sold all of the eighteen buildings comprising the Wellington Place apartment complex to unaffiliated third parties. The Partnership had recorded wrap around installment contracts receivable as a result of these sales, subject to existing mortgage notes. The gain was recognized as cash was received over the life of the related installment contracts. As of December 31, 1998, all of the gain had been recognized.

(b) Scandinavian Health Club, Columbus, Ohio

On April 21, 1989, the Partnership purchased an existing 20,000 square-foot health and racquet club known as Scandinavian Health Club located in Columbus, Ohio. The property was purchased from an unaffiliated party. The total costs were $1,529,171, which included the purchase price of $1,442,000, acquisition costs of $87,171, including the acquisition fee paid to the General Partner of $59,500 and closing costs.

At closing, the Partnership obtained a $1,000,000 loan secured by the property from an unaffiliated lender. The loan had an interest rate of 8.25% and required monthly principal and interest payments. The interest rate adjusted annually to 3% over the one-year Treasury constant maturity average and payments were adjusted concurrently with the interest rates. The Partnership paid a $20,000 loan fee to the lender and incurred $8,188 of other costs associated with funding the loan. The mortgage loan ballooned in May 1996 and a modification and extension agreement was entered into on January 30, 1997. The Partnership paid a $18,149 loan fee to the lender and incurred $3,332 of legal fees in connection with this extension. The maturity date was extended to February 1, 1999. The payments of principal and interest for the period May 1, 1996 through January 1, 1997 remained consistent with the original terms of the note. Monthly principal and interest payments beginning February 1, 1997 were calculated on the unpaid principal balance at January 1, 1997 with an interest rate of 8.25%, adjusted annually, based on a ten year amortization period.

On February 1, 1999, the General Partner of the Partnership advanced funds on a short-term basis to the Partnership to pay off its mortgage payable balance of $780,288 plus accrued interest through the maturity date. During 2000, the Partnership made principle paydowns on this note totaling $336,081. The balance of the mortgage payable to the General Partner of $450,000 has a current interest rate of 9.5% and requires monthly interest only payments. A final balloon payment of all outstanding principal and all accrued and unpaid interest, if any, was due on December 31, 1999 but was extended to December 31, 2001. This loan may be extended at the Partnership's option.

As of September 23, 1998, the Partnership listed and was actively marketing the Scandinavian Health Club property for sale at an amount in excess of its carrying value. The listing agreement expired on January 31, 1999, however, the property was included in a sealed bid auction in June 1999. The sole acceptable contract received from the sealed bid auction was terminated by the potential purchaser on July 28, 1999. The Partnership which had ceased depreciation as of September 23, 1998, began depreciation of the property as of July 28, 1999 and all previously unrecognized depreciation totaling $8,672 was recorded as of December 31, 1999.

 


INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)


Notes to Financial Statements
(continued)

 

The Partnership's business plan continues to be to sell the property and pay off the debt. In the event the property cannot be sold before the lease expires in October 2001 and the tenant does not hold over for an additional amount of time, the Partnership may need to consider a redevelopment and refinancing of the property from it's current use to offices. The General Partner has agreed not to demand payment under the loan.

 

(3)  Partnership Agreement

Pursuant to the terms of the Partnership Agreement, net profits or losses of the Partnership from operations are generally allocated 99% to the Limited Partners and 1% to the General Partner. Gains from the sale or other disposition of the Partnership's properties will generally be allocated to the General and Limited Partners in relation to the distributions of proceeds from such transactions.

Cash available for distribution from operations will be distributed 99% to the Limited Partners and 1% to the General Partner. Net sale or refinancing proceeds will generally be distributed first to the Limited Partners up to an amount equal to their Invested Capital plus any deficiency in a 10% cumulative annual return. Next, to the General Partner in an amount equal to any Supplemental Capital Contributions, as defined, made by it. Any remaining proceeds will be distributed 80% to the Limited Partners and 20% to the General Partner.

The General Partner has agreed to make, if necessary, a Supplemental Capital Contribution. The Supplemental Capital Contribution shall be in an amount which will enable the Partnership to pay a liquidating distribution to the Limited Partners equal to their Adjusted Invested Capital plus a noncompounded Minimum Return of 2% per annum on their Invested Capital. After consideration of the Supplemental Capital Contribution, the Partnership believes that it has sufficient funds to satisfy its obligations.

 

(4)  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, of which $1,387 and $878 remained unpaid at December 31, 2000 and 1999, respectively.

In connection with the sales at Wellington Place apartment complex, the Partnership has recorded $135,000 of sales commissions payable to Affiliates of the General Partner. Such commissions will be deferred until the Limited Partners have received their Original Capital plus a return as specified in the Partnership Agreement.

An Affiliate of the General Partner is entitled to receive Property Management Fees for management and leasing services. Management fees of $2,223 for each of the years ended December 31, 2000, 1999, and 1998, respectively have been incurred and paid to an Affiliate and are included in the Partnership's property operating expenses to Affiliates.

 


INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)


Notes to Financial Statements
(continued)

 

(5)   Leases

At December 31, 1999, the Partnership's principal asset consists of a health club which is occupied by one tenant, Scandinavian Health Spa Inc. which is a wholly owned subsidiary of Bally's Health and Tennis Corporation, under a triple net lease which requires that in addition to paying base rent, the tenant is also responsible for the payment of insurance, taxes and maintenance.

The property is subject to a lease which expires in October 2001 and required an initial base rent per annum of $183,710. The rent increased to $202,082 in October 1991 and $222,288 in October 1996. The General Partner does not anticipate an early termination of this lease.

The Partnership has determined that the lease relating to this property is properly classified as an operating lease; therefore, rental income is reported when earned and the cost of the property, excluding the cost of land, is depreciated over the estimated useful life.

Minimum lease payments to be received in the future for the health club lease are as follows:

2001

$

166,716

The lease contains provisions providing for stepped rent increases. Generally accepted accounting principles require that rental income be recorded for the period of occupancy using the effective monthly rent, which is the average monthly rent for the entire period of occupancy during the term of the lease. The accompanying financial statements include a decrease of $15,650 in 2000, 1999, and 1998, of rental income for the period of occupancy for which stepped rent increases apply and $16,774 and $32,424 in related accrued rents receivable as of December 31, 2000 and 1999, respectively. Those amounts are expected to be collected over the terms of the related lease as scheduled rent payments are made.

 

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no disagreements on accounting or financial disclosure during 2000.


PART III

 

Item 10.  Directors and Executive Officers of the Registrant

The General Partner of the Partnership, Inland Real Estate Investment Corporation, was organized in 1984 for the purpose of acting as general partner of limited partnerships formed to acquire, own and operate real properties. The General Partner is a wholly-owned subsidiary of The Inland Group, Inc. In 1990, Inland Real Estate Investment Corporation became the replacement General Partner for an additional 301 privately-owned real estate limited partnerships syndicated by Affiliates. The General Partner has responsibility for all aspects of the Partnership's operations. The relationship of the General Partner to its Affiliates is described under the caption "Conflicts of Interest" at pages 11 to 13 of the Prospectus, a copy of which description is hereby incorporated herein by reference.

 

Officers and Directors

The officers, directors, and key employees of The Inland Group, Inc. and its Affiliates ("Inland") that are likely to provide services to the Partnership are as follows:

 

Functional Title

 

 

Daniel L. Goodwin

Chairman and Chief Executive Officer

Robert H. Baum

Executive Vice President-General Counsel

G. Joseph Cosenza

Senior Vice President-Acquisitions

Robert D. Parks

Senior Vice President-Investments

Brenda G. Gujral

President and Chief Operating Officer-IREIC

Catherine L. Lynch

Treasurer

Roberta S. Matlin

Assistant Vice President-Investments

Patricia A. DelRosso

Vice President-Asset Management

Kelly Tucek

Assistant Vice President-Partnership Accounting

 

    DANIEL L. GOODWIN (age 57) is Chairman of the Board of Directors of The Inland Group, Inc., a billion-dollar real estate and financial organization located in Oak Brook, Illinois. Among Inland's subsidiaries is the largest property management firm in Illinois and one of the largest commercial real estate and mortgage banking firms in the Midwest.

Mr. Goodwin has served as Director of the Avenue Bank of Oak Park and as a director of the Continental Bank of Oakbrook Terrace. He was Chairman of the Bank Holding Company of American National Bank of DuPage. Currently he is the Chairman of the Board of Inland Mortgage Corporation.

Mr. Goodwin has been in the housing industry for more than 30 years, and has demonstrated a lifelong interest in housing-related issues. He is a licensed real estate broker and a member of the National Association of Realtors, the Illinois Association of Realtors and the Northern Illinois Commercial Association of Realtors. He has developed thousands of housing units in the Midwest, New England, Florida, and the Southwest. He is also the author of a nationally recognized real estate reference book for the management of residential properties.

Mr. Goodwin has served on the Board of the Illinois State Affordable Housing Trust Fund for six years and was recently appointed to serve once again by Governor George Ryan. He is an advisor for the Office of Housing Coordination Services of the State of Illinois, and a member of the Seniors Housing Committee of the National Multi-Housing Council. He was appointed Chairman of the Housing Production Committee for the Illinois State Affordable Housing Conference by former Governor Edgar. He also served as a member of the Cook County Commissioner's Economic Housing Development Committee, and he was the Chairman of the DuPage County Affordable Housing Task Force. The 1992 Catholic Charities Award was presented to Mr. Goodwin for his work in addressing affordable housing needs. The City of Hope designated him as the Man of the Year for the Illinois construction industry. In 1989, the Chicago Metropolitan Coalition on Aging presented Mr. Goodwin with an award in recognition of his efforts in making housing more affordable to Chicago's Senior Citizens. On May 4, 1995, PADS, Inc. (Public Action to Deliver Shelter) presented Mr. Goodwin with the affordable housing award, recognizing The Inland Group as the leading corporate provider of transitional housing for the homeless people of DuPage County. Mr. Goodwin also serves as Chairman of New Directions Housing Corporation, which provides affordable housing in the Midwest.

Mr. Goodwin is a product of Chicago-area schools, and obtained his Bachelor's and Master's Degrees from Illinois Universities. Following graduation, he taught for five years in the Chicago Public Schools. His commitment to education has continued through his work with the BBF Family Services' Pilot Elementary School in Chicago, and the development of the Inland Vocational Training Center for the Handicapped located at Little City in Palatine, Illinois. He personally established an endowment which funds a perpetual scholarship program for inner-city disadvantaged youth. In 1990 he received the Northeastern Illinois University President's Meritorious Service Award. Mr. Goodwin holds a Master's Degree in Education and in 1986, he was awarded an Honorary Doctorate from Northeastern Illinois University College of Education. More than 12 years ago, under Mr. Goodwin's direction, Inland instituted a program to educate disabled students about the workplace. Most of those original students are employed at Inland today, and Inland continues as one of the largest employers of the disabled in DuPage County. Mr. Goodwin has served as a member of the Board of Governors of Illinois State Colleges and Universities, and he is currently Vice Chairman of the Board of Trustees of Benedictine University. Since January 1996, he has been Chairman of the Northeastern Illinois University Board of Trustees.

In 1988 Mr. Goodwin received the Outstanding Business Leader Award from the Oak Brook Jaycees and in March 1994 he won the Excellence in Business Award from the DuPage Area Association of Business and Industry. Additionally, he was honored by Little Friends on May 17, 1995 for rescuing their Parent-Handicapped Infant Program. He was the recipient of the 1995 March of Dimes Life Achievement Award and was recognized as the 1998 Corporate Leader of the Year by the Oak Brook Area Association of Commerce and Industry. The Ray Graham Association for People with Disabilities honored Mr. Goodwin as the 1999 Employer of the Year. Also, in 1999, the YWCA DuPage District bestowed the Corporate Recognition Award for Inland's policies and practices that demonstrate a commitment to the advancement of women in the workplace. For many years, he has been Chairman of the National Football League Players Association Mackey Awards for the benefit of inner-city youth and he served as the recent Chairman of the Speakers Club of the Illinois House of Representatives.

    ROBERT H. BAUM (age 56) has been with The Inland Group, Inc. and its affiliates since 1968 and is one of the four original principals. Mr. Baum is Vice Chairman and Executive Vice President-General Counsel of The Inland Group, Inc. In his capacity as General Counsel, Mr. Baum is responsible for the supervision of the legal activities of The Inland Group, Inc. and its affiliates. This responsibility includes the supervision of The Inland Law Department and serving as liaison with outside counsel. Mr. Baum has served as a member of the North American Securities Administrators Association Real Estate Advisory Committee and as a member of the Securities Advisory Committee to the Secretary of State of Illinois. He is a member of the American Corporation Counsel Association and has also been a guest lecturer for the Illinois State Bar Association. Mr. Baum has been admitted to practice before the Supreme Court of the United States, as well as the bars of several federal courts of appeals and federal district courts and the State of Illinois and is a licensed real estate broker. He has served as a director of American National Bank of DuPage and currently serves as a director of Westbank. Mr. Baum also is a member of the Governing Council of Wellness House, a charitable organization that provides educational and emotional support for cancer patients and their families.

    G. JOSEPH COSENZA (age 56) has been with The Inland Group, Inc. and its affiliates since 1968 and is one of the four original principals. Mr. Cosenza is a Director and Vice Chairman of The Inland Group, Inc. and oversees, coordinates and directs Inland's many enterprises. In addition, Mr. Cosenza immediately supervises a staff of ten persons who engage in property acquisition. Mr. Cosenza has been a consultant to other real estate entities and lending institutions on property appraisal methods. He has directly overseen the purchase of close to $4 billion of income producing real estate from 1968 to the present.

Mr. Cosenza received his B.A. Degree from Northeastern Illinois University and his M.S. Degree from Northern Illinois University. From 1967 to 1968, he taught in the LaGrange, Illinois School District and from 1968 to 1972, he served as Assistant Principal and taught in the Wheeling, Illinois School District. Mr. Cosenza has been a licensed real estate broker since 1968 and an active member of various national and local real estate associations, including the National Association of Realtors and the Urban Land Institute.

Mr. Cosenza has also been Chairman of the Board of American National Bank of DuPage, and has served on the Board of Directors of Continental Bank of Oakbrook Terrace. He was the Chairman and is presently a Director on the Board of Westbank in Westchester, Hillside and Lombard, Illinois.

    ROBERT D. PARKS (age 57) is a Director of The Inland Group, Inc. and one of its four original principals; Chairman of Inland Real Estate Investment Corporation and Director of Inland Securities Corporation. Mr. Parks was President, Chief Executive Officer, Chief Operating Officer and a Director of Inland Real Estate Corporation from October 1994 to July 2000. He is still Chairman of Inland Real Estate Corporation. He is Chairman, Chief Executive Officer and Affiliated Director of Inland Retail Real Estate Trust, Inc.

Mr. Parks is responsible for the ongoing administration of existing investment programs, corporate budgeting and administration for Inland Real Estate Investment Corporation. He oversees and coordinates the marketing of all investments and investor relations.

Prior to joining Inland, Mr. Parks taught in Chicago's public schools. He received his B.A. Degree from Northeastern Illinois University and his M.A. Degree from the University of Chicago. He is a registered Direct Participation Program Limited Principal with the National Association of Securities Dealers. He is a member of the Real Estate Investment Association, the Financial Planning Association, the Foundation for Financial Planning as well as a member of the National Association of Real Estate Investment Trusts (NAREIT).

    BRENDA G. GUJRAL (age 59) is President and Chief Operating Officer of Inland Real Estate Investment Corporation (IREIC). She is also President and Chief Operating Officer of Inland Securities Corporation (ISC), a member firm of the National Association of Securities Dealers (NASD).

Mrs. Gujral has overall responsibility for the operations of IREIC, including the distribution of checks to over 50,000 investors, review of periodic communications to those investors, the filing of quarterly and annual reports for Inland's publicly registered investment programs with the Securities and Exchange Commission, compliance with other SEC and NASD securities regulations both for IREIC and ISC, review of asset management activities, and marketing and communications with the independent broker/dealer firms selling Inland's current and prior programs. Mrs. Gujral works with internal and outside legal counsel in structuring and registering the prospectuses for IREIC's investment programs.

Mrs. Gujral began her career with Inland in 1977, becoming an officer in 1982. Prior to joining Inland, she worked for the Land Use Planning Commission establishing an office in Portland, Oregon, to implement land use legislation for that state.

    CATHERINE L. LYNCH (age 42) joined Inland in 1989 and is the Treasurer of Inland Real Estate Investment Corporation. Ms. Lynch is responsible for managing the Corporate Accounting Department. Prior to joining Inland, Ms. Lynch worked in the field of public accounting for KPMG Peat Marwick since 1980. She received her B.S. Degree in Accounting from Illinois State University. Ms. Lynch is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and the Illinois CPA Society. She is registered with the National Association of Securities Dealers as a Financial Operations Principal.

    ROBERTA S. MATLIN (age 56) joined Inland in 1984 as Director of Investor Administration and currently serves as Senior Vice President-Investments. Prior to that, Ms. Matlin spent 11 years with the Chicago Region of the Social Security Administration of the United States Department of Health and Human Services. She is a Director of Inland Real Estate Investment Corporation, Inland Securities Corporation, and Inland Investment Advisors, Inc. As Senior Vice President-Investments, she directs the day-to-day internal operations of the General Partner. Ms. Matlin received her B.A. degree from the University of Illinois. She is registered with the National Association of Securities Dealers, Inc. as a General Securities Principal and a Registered Investment Advisor.

    PATRICIA A. DELROSSO (age 48) joined Inland in 1985. Ms. DelRosso serves as Senior Vice President of Inland Real Estate Investment Corporation in the area of Asset Management. As head of the Asset Management Department, she develops operating and disposition strategies for all investment-owned properties. Ms. DelRosso received her Bachelor's degree from George Washington University and her Master's from Virginia Tech University. Ms. DelRosso is a licensed real estate broker, NASD registered securities sales representative, a member of the Urban Land Institute and a member of the Northern Illinois Commercial Association of Realtors.

    KELLY TUCEK (age 38) joined Inland in 1989 and is an Assistant Vice President of Inland Real Estate Investment Corporation. As of August 1996, Ms. Tucek is responsible for the Investment Accounting Department which includes all public partnership accounting functions along with quarterly and annual SEC filings. Prior to joining Inland, Ms. Tucek was on the audit staff of Coopers and Lybrand since 1984. She received her B.A. Degree in Accounting and Computer Science from North Central College.


Item 11. Executive Compensation

The General Partner is entitled to receive a share of cash distributions, when and as cash distributions are made to the Limited Partners, and a share of profits or losses as described under the caption "Cash Distributions" on page 44 and "Allocation of Profits or Losses" on page 43 of the Prospectus, and on pages A-7 to A-10 of the Partnership Agreement, included as an exhibit to the Prospectus. Reference is also made to Note 3 of the Notes to Financial Statements filed with this Annual Report for a description of such distributions and allocations. The General Partner received a share of Partnership income in 1999.

The Partnership is permitted to engage in various transactions involving Affiliates of the General Partner of the Partnership, as described under the captions "Compensation and Fees" on pages 8 to 10 and "Conflicts of Interest" on pages 10 to 13 of the Prospectus, and on pages A-12 through A-22 of the Partnership Agreement, included as an exhibit to the Prospectus. The relationship of the General Partner (and its directors and officers) to its Affiliates is set forth above in Item 10 .

In connection with the sales at Wellington Place, the Partnership has recorded $135,000 of sales commissions payable to Affiliates of the General Partner. Such commissions will be deferred until the Limited Partners have received their Original Capital plus a return as specified in the Partnership Agreement.

The General Partner of the Partnership and its Affiliates may be reimbursed for their out-of-pocket expenses relating to the administration of the Partnership. In 2000, the General Partner of the Partnership was due reimbursement for such expenses in the amount of $22,730, of which $1,387 was unpaid at December 31, 2000.

An Affiliate of the General Partner earned management fees of $2,223 in 2000, in connection with managing the Partnership's investment property, all of which was paid at December 31, 2000.

As of February 1, 1999, the General Partner of the Partnership advanced funds on a short-term basis to the Partnership to pay off its mortgage payable balance of $780,288 plus accrued interest through the maturity date. During 2000, the Partnership made principal paydowns on this note totaling $336,081. The balance of the mortgage payable to the General Partner of $450,000 has a current interest rate of 9.5% and requires monthly interest only payments. A final balloon payment of all outstanding principal and all accrued and unpaid interest, if any, is due on December 31, 2001. This loan may be extended at the Partnership's option.

 


Item 12. Security Ownership of Certain Beneficial Owners and Management

(a)

No person or group is known by the Partnership to own beneficially more than 5% of the outstanding Units of the Partnership.

 

 

(b)

The officers and directors of the General Partner of the Partnership own, as a group, the following Units of the Partnership:

 

Amount and Nature

 

 

of Beneficial

Percent

Title of Class

Ownership

of Class

 

 

 

Limited Partnership

One Unit directly

less than 1% Units

 

No officer or director of the General Partner of the Partnership possesses a right to acquire beneficial ownership of Units of the Partnership.

 

 

 

All of the outstanding shares of the General Partner of the Partnership are owned by an Affiliate of its officers and directors as set forth above in Item 10.

 

 

 

 

(c)

There exists no arrangement, known to the Partnership, the operation of which may at a subsequent date result in a change in control of the Partnership.

 

Item 13   Certain Relationships and Related Transactions

There were no significant transactions or business relationships with the General Partner, Affiliates or their management other than those described in Items 10 and 11 above. Reference is made to Note 4 of the Notes to Financial Statements (Item 8 of this annual report) for information regarding related party transactions.


PART IV

 

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)

The financial statements listed in the index on page 10 of this Annual Report are filed as part of this Annual Report.

 

 

(b)

Exhibits.  The following exhibits are incorporated herein by reference:

 

 

 

3 Amended and Restated Agreement of Limited Partnership and certificate of Limited Partnership included as Exhibits A and B to the Prospectus dated September 21, 1988, as supplemented, are incorporated herein by reference thereto.

 

 

 

4 Form of Certificate of Ownership representing interest in the registrant filed as Exhibit 4 to Registration Statement on S-11, File No. 33-15334, is incorporated herein by reference thereto.

 

 

 

28 Prospectus dated September 21, 1988, as supplemented, included in Post-Effective Amendment No. 4 to Form S-11 Registration Statement, File No. 33-15334, is incorporated herein by reference thereto.

 

 

(c)

Financial Statement Schedules

 

 

 

All schedules have been omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.

 

 

(d)

Reports on Form 8-K:

 

 

 

None

 

 

No Annual Report or proxy material for the year 2000 has been sent to the Partners of the Partnership. An Annual Report will be sent to the Partners subsequent to this filing and the Partnership will furnish copies of such report to the Commission when it is sent to the Partners.

 


SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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 REAL ESTATE GROWTH FUND II, L.P.

 

Inland Real Estate Investment Corporation

 

General Partner

 

 

 

/s/ Robert D. Parks

 

 

By:

Robert D. Parks

 

Chairman of the Board and Chief Executive Officer

Date:

March 28, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

By:

Inland Real Estate Investment Corporation

 

General Partner

 

 

 

/s/ Robert D. Parks

 

 

By:

Robert D. Parks

 

Chairman of the Board and Chief Executive Officer

Date:

March 28, 2001

 

 

 

/s/ Patricia A. DelRosso

 

 

By:

Patricia A. DelRosso

 

Senior Vice President

Date:

March 28, 2001

 

 

 

/s/ Kelly Tucek

 

 

By:

Kelly Tucek

 

Asst. Vice President

Date:

March 28, 2001

 

 

 

/s/ Daniel L. Goodwin

 

 

By:

Daniel L. Goodwin

 

Director

Date:

March 28, 2001

 

 

 

/s/ Robert H. Baum

 

 

By:

Robert H. Baum

 

Director

Date:

March 28, 2001