10-Q 1 capq.htm UNITED STATES

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

FORM 10-Q


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

For the Quarterly Period Ended March 31, 2002

or

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

For the transition period from _______________to __________________

 

Commission File #0-21606

InLand Capital Fund, L.P.
(Exact name of registrant as specified in its charter)

 

Delaware

#36-3767977

(State or other jurisdiction

(I.R.S. Employer Identification Number)

of incorporation or organization)

 

2901 Butterfield Road, Oak Brook, Illinois

60523

(Address of principal executive office)

(Zip Code)

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

_______________N/A_______________
(Former name, former address and former fiscal
year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _X_ No ___





-1-


INLAND CAPITAL FUND, L.P.
(a limited partnership)


Balance Sheets

March 31, 2002 and December 31, 2001
(unaudited)

Assets

   

2002

2001

Current assets:

     

  Cash and cash equivalents

$

1,421,672

552,394

  Accrued interest and other receivables

 

95,430

41,645

  Other current assets

 

        15,259

         5,405

       

Total current assets

 

     1,532,361

       599,444

       

Other assets

 

3,074

3,074

Mortgage loan receivable (Note 5)

 

1,652,533

525,000

Investment properties and improvements (including acquisition fees paid   to Affiliates of $888,590 and $938,804 at March 31, 2002 and   December 31, 2001, respectively) (Note 3)

 

    20,182,476

    20,990,019

       

Total assets

$

23,370,444

22,117,537

   

=========

=========




















See accompanying notes to financial statements.

-2-


INLAND CAPITAL FUND, L.P.
(a limited partnership)

Balance Sheets
(continued)

March 31, 2002 and December 31, 2001
(unaudited)


Liabilities and Partners' Capital

   

2002

2001

Current liabilities:

     

  Accounts payable

$

11,160 

14,260 

  Accrued real estate taxes

 

63,094 

50,346 

  Due to Affiliates (Note 2)

 

28,136 

5,324 

  Unearned income

 

        55,681 

         5,839 

       

Total current liabilities

 

       158,071 

        75,769 

       

Deferred gain on sale (Note 5)

 

899,973 

268,517 

       

Partners' capital:

     

  General Partner:

     

    Capital contribution

 

500 

500 

    Cumulative cash distributions

 

(470,240)

(470,240)

    Cumulative net income

 

       482,682 

       482,958 

       
   

        12,942 

        13,218 

       

  Limited Partners:

     

    Units of $1,000. Authorized 60,000 Units, 32,337 outstanding at       March 31, 2002 and December 31, 2001 (net of offering costs of       $4,466,765, of which $3,488,574 was paid to Affiliates)

 

27,876,265 

27,876,265 

    Cumulative cash distributions

 

(14,708,504)

(14,708,504)

    Cumulative net income

 

     9,131,697 

     8,592,272 

       
   

    22,299,458 

    21,760,033 

       

Total Partners' capital

 

    22,312,400 

    21,773,251 

       

Total liabilities and Partners' capital

$

23,370,444 

22,117,537 

   

=========

=========



See accompanying notes to financial statements.

-3-


INLAND CAPITAL FUND, L.P.
(a limited partnership)

Statements of Operations

For the three months ended March 31, 2002 and 2001
(unaudited)

   

2002

2001

Income:

     

  Sale of investment properties (Notes 1 and 3)

$

-     

1,158,142 

  Recognition of deferred gain on sale of investments in land and     improvements

 

566,719 

142 

  Rental income

 

56,203 

73,168 

  Interest income

47,764 

9,731 

  Other income

 

            59 

       66,000 

       
   

      670,745 

    1,307,183 

Expenses:

     

  Cost of investment properties sold

 

-     

612,259 

  Professional services to Affiliates

 

5,963

12,057 

  Professional services to non-affiliates

 

26,763 

21,123 

  General and administrative expenses to Affiliates

 

7,595 

7,242 

  General and administrative expenses to non-affiliates

 

11,571 

16,612 

  Marketing expenses to Affiliates

 

4,226 

3,915 

  Marketing expenses to non-affiliates

 

50,599 

7,091 

  Land operating expenses to Affiliates

 

10,647 

11,712 

  Land operating expenses to non-affiliates

 

14,232 

29,828 

  Bad debt expense

 

         -     

      369,603 

       
   

      131,596 

    1,091,442 

       

Net income

$

539,149 

215,741 

   

=========

=========

Net income (loss) allocated to:

     

  General Partner

$

(276)

(3,303)

  Limited Partners

 

     539,425 

     219,044 

       

Net income

$

539,149 

215,741 

   

=========

=========

Net loss per the one General Partner Unit

$

(276)

(3,303)

   

=========

=========

Net income per Unit, basic and diluted, allocated to Limited Partners   per weighted average Limited Partnership Units (32,337 for the   three months ended March 31, 2002 and 2001)

$

16.68

6.77

   

=========

=========

See accompanying notes to financial statements.
-4-


INLAND CAPITAL FUND, L.P.
(a limited partnership)

Statements of Cash Flows

For the three months ended March 31, 2002 and 2001
(unaudited)

   

2002

2001

Cash flows from operating activities:

     

  Net income

$

539,149 

215,741 

  Adjustments to reconcile net income to net cash provided by (used       in) operating activities:

     

    Gain on sale of investment properties

 

-     

(545,883)

    Recognition of deferred gain

 

(566,719)

(142)

    Bad debt expense

 

-     

369,603

    Changes in assets and liabilities:

     

      Accrued interest and other receivables

 

(53,785)

(13,576)

      Other current assets

 

(9,854)

(13,837)

      Accounts payable

 

(3,100)

20,013 

      Accrued real estate taxes

 

12,748 

14,157 

      Due to Affiliates

 

22,812 

(11,259)

      Unearned income

 

     49,842 

    (14,513)

       

Net cash provided by (used in) operating activities

 

     (8,907)

     20,304 

       

Cash flows from investing activities:

     

  Additions to investment properties

 

(144,282)

(85,493)

  Other assets

 

-     

(20,000)

  Principal payments received

 

1,022,467 

20,279 

  Proceeds from sale of investment properties

 

       -     

 1,158,142 

       

Net cash provided by investing activities

 

    878,185 

 1,072,928 

       

Net increase in cash and cash equivalents

 

869,278 

1,093,232 

       

Cash and cash equivalents at beginning of period

 

    552,394 

    734,794 

       

Cash and cash equivalents at end of period

$

1,421,672 

1,828,026 

   

=======

=======







See accompanying notes to financial statements.

-5-


INLAND CAPITAL FUND, L.P.
(a limited partnership)

Notes to Financial Statements

March 31, 2002
(unaudited)

Readers of this Quarterly Report should refer to the Partnership's audited financial statements for the fiscal year ended December 31, 2001, which are included in the Partnership's 2001 Annual Report, as certain footnote disclosures which would substantially duplicate those contained in such audited financial statements have been omitted from this Report.

(1)  Organization and Basis of Accounting

InLand Capital Fund, L.P. (the "Partnership") was organized on June 21, 1991 by the filing of a Certificate of Limited Partnership under the Revised Uniform Limited Partnership Act of the State of Delaware. On December 13, 1991, the Partnership commenced an Offering of 60,000 Limited Partnership Units pursuant to a Registration under the Securities Act of 1933. The Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement") provides for Inland Real Estate Investment Corporation to be the General Partner. The Offering terminated on August 23, 1993, with total sales of 32,399.28 Units, at $1,000 per Unit, resulting in $32,399,282 in gross offering proceeds, not including the General Partner's capital contribution of $500. All of the holders of these Units have been admitted to the Partnership. The Limited Partners of the Partnership will share in their portion of benefits of ownership of the Partnership's real property investments according to the number of Units held. As of March 31, 2002, the Partnership has repurchased and canceled a total of 62.17 Units for $56,253 from various Limited Partners through the Units Repurchase Program. Under this program, Limited Partners may under certain circumstances have their Units repurchased for an amount equal to their Invested Capital.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

In the opinion of management, the financial statements contain all the adjustments necessary, which are of a normal recurring nature, to present fairly the financial position and results of operations for the period presented herein. Results of interim periods are not necessarily indicative of results to be expected for the year.







-6-


INLAND CAPITAL FUND, L.P.
(a limited partnership)

Notes to Financial Statements
(continued)

March 31, 2002
(unaudited)

(2)  Transactions with Affiliates

The General Partner and its Affiliates are entitled to reimbursement for salaries and expenses of employees of the General Partner and its Affiliates relating to the administration of the Partnership. Such costs are included in professional services and general and administrative expenses to Affiliates, of which $4,667 and $5,324 was unpaid as of March 31, 2002 and December 31, 2001, respectively.

The General Partner is entitled to receive Asset Management Fees equal to one-quarter of 1% of the original cost to the Partnership of undeveloped land annually, limited to a cumulative total over the life of the Partnership of 2% of the land's original cost to the Partnership. Such fees of $10,647 and $11,712 have been incurred and are included in land operating expenses to Affiliates for the three months ended March 31, 2002 and 2001, respectively, of which $10,647 and $0 was unpaid as of March 31, 2002 and December 31, 2001, respectively.

An Affiliate of the General Partner performed sales marketing and advertising services for the Partnership and was reimbursed (as set forth under terms of the Partnership Agreement) for direct costs. Such costs of $4,226 and $3,915 have been incurred and are included in marketing expenses to Affiliates for the three months ended March 31, 2002 and 2001, respectively, all of which was paid as of March 31, 2002 and December 31, 2001.

An Affiliate of the General Partner performed property upgrades, rezoning, annexation and other activities to prepare the Partnership's land investments for sale and was reimbursed (as set forth under terms of the Partnership Agreement) for salaries and direct costs. The Affiliate did not take a profit on any project.















-7-


INLAND CAPITAL FUND, L.P.
(a limited partnership)

Notes to Financial Statements
(continued)

(3)  Investment Properties

              Initial Costs                

Parcel

Illinois

Gross Acres Purchased

Purchase/Sales

Original

Acquisition

Total

Costs Capitalized Subsequent to

Cumulative Costs of Property

Total Remaining Costs of Parcels at

Current Year Gain On Sale

  #  

  County  

  /(Sold)  

    Date    

   Costs   

   Costs   

   Costs   

  Acquisition  

     Sold     

   03/31/02   

  Recognized  

                     

1

Kendall

108.8960 

07/22/92

$   707,566

57,926

765,492

186,333

951,825

-    

566,719

   

(108.8960)

01/11/02

             
                     

2

McHenry

201.0000 

11/09/93

2,020,314

122,145

2,142,459

2,322,144

1,137,665

3,326,938

-    

   

(17.7420)

08/02/95

             
   

(8.6806)

Var 1997

             
   

(1.9290)

Var 1998

             
   

(13.5030)

Var 1999

             
   

(3.6400)

11/29/01

             
                     

3

Will

34.0474 

03/04/94

1,235,830

88,092

1,323,922

37,857

1,361,779

-    

-    

   

(34.0474)

02/04/99

             
                     

4

Will

86.9195 

03/30/94

1,778,820

143,817

1,922,637

460,651

948,389

1,434,899

-    

   

(2.3050)

Var 1997

             
   

(3.3600)

Var 1998

             
   

(1.0331)

08/19/99

             
   

(60.1000)

Var 2001

             
                     

5

LaSalle

190.9600 

04/01/94

532,000

18,145

550,145

69,391

619,536

-    

-    

   

(2.0600)

04/08/98

             
   

(188.9000)

10/07/99

             
                     

6

DeKalb

59.0800 

05/11/94

670,207

58,373

728,580

486,869

1,215,449

-    

-    

   

(4.9233)

Apr 1998

             
   

(54.1567)

07/23/98

             
                     

7

Kendall

200.8210 

07/28/94

1,506,158

82,999

1,589,157

49,007

-    

1,638,164

-    

                     

8

Kendall

133.0000 

08/17/94

1,300,000

106,949

1,406,949

15,737

-    

1,422,686

-    

                     

9

LaSalle

335.9600 

08/30/94

993,441

79,329

1,072,770

121,407

-    

1,194,177

-    

-8-


INLAND CAPITAL FUND, L.P.
(a limited partnership)

Notes to Financial Statements
(continued)

(3)  Investment Properties (continued)

              Initial Costs                

Parcel

Illinois

Gross Acres Purchased

Purchase/Sales

Original

Acquisition

Total

Costs Capitalized Subsequent to

Cumulative Costs of Property

Total Remaining Costs of Parcels at

Current Year Gain On Sale

  #  

  County  

  /(Sold)  

    Date    

   Costs   

   Costs   

   Costs   

  Acquisition  

     Sold     

   03/31/02   

  Recognized  

                     

10

Kendall

223.7470 

09/16/94

2,693,025

205,660

2,898,685

324,115

38,989

3,193,811

-    

   

(2.9770)

11/03/99

             
                     

10A(a)

Kendall

7.0390 

09/16/94

206,975

15,806

222,781

1,327

224,108

-    

-    

   

(7.0390)

04/21/95

             
                     

11

Kane

123.0000 

09/26/94

1,353,000

75,551

1,428,551

17,466

1,446,017

-    

-    

   

(123.000)

11/30/00

             
                     

12

Kendall

110.2530 

09/28/94

600,001

51,220

651,221

134,860

427,471

358,610

-    

   

(59.9050)

04/16/01

             
                     

13

LaSalle

352.7390 

10/06/94

1,032,666

91,117

1,123,783

22,723

1,146,506

-    

-    

 

(10.0000)

07/27/98

             
 

(342.7390)

08/31/98

             
                     

14

Kendall

134.7760 

10/26/94

1,000,000

81,674

1,081,674

16,758

85,960

1,012,472

-    

 

(10.6430)

05/21/99

             
                     

15

McHenry

169.5400 

10/31/94

2,900,000

79,196

2,979,196

296,832

-    

3,276,028

-    

                     

16

McHenry

207.0754 

11/30/94

1,760,256

101,388

1,861,644

284,234

-    

2,145,878

-    

                     

17

LaSalle

236.4400 

12/07/94

1,060,286

74,735

1,135,021

43,792

-    

1,178,813

-    

                     

18

Kendall

386.9900 

11/02/95

     934,993

     126,329

    1,061,322

               501

          1,061,823

            -    

          -    

 

(386.9900)

08/31/98

             
                     
 

Total

$24,285,539

1,660,450

25,945,989

4,902,004

10,665,517

20,182,476

566,719

 

 

=======

=======

=======

==========

===========

=========

========

-9-


INLAND CAPITAL FUND, L.P.
(a limited partnership)

Notes to Financial Statements
(continued)

March 31, 2002
(unaudited)

(3) Investment Properties (continued)

  1. Included in the purchase of Parcel 10 was a house and several outbuildings, located on approximately seven acres, which was sold in April 1995.
  2. Reconciliation of investment properties and improvements owned:

   

March 31,

December 31,

   

    2002   

     2001     

       

  Balance at January 1,

$

20,990,019 

21,421,417 

  Additions during period

 

144,282 

878,358 

  Sales during period

 

     (951,825)

     (1,309,756)

       

  Balance at end of period

$

20,182,476 

20,990,019 

   

==========

===========

(4) Farm Rental Income

The Partnership has determined that all leases relating to the farm parcels are operating leases. Accordingly, rental income is reported when earned.

As of March 31, 2002, the Partnership had farm leases of generally one year in duration, for approximately 1,742 acres of the approximately 1,854 acres owned.

(5) Mortgage Loan Receivable

Mortgage loans receivable are the result of sales of Parcels, in whole or in part. The Partnership has recorded a deferred gain on these sales. The deferred gain will be recognized over the life of the related mortgage loan receivable as principal payments are received. At March 31, 2002, the fair market value of the mortgage loans receivable approximated their carrying value.

     

Principal Balance

Principal Balance

Accrued Interest Receivable

Deferred Gain

Parcel

Maturity

Interest Rate

03/31/02

12/31/01

03/31/02

03/31/02

1

12/31/04

7.50%

$  1,195,000 

-    

34,658

665,963

             

12

03/31/04

9.00%

     457,533 

     525,000

      52,856

      234,010

     

$  1,652,533 

525,000

87,814

899,973

-10-


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this quarterly report on Form 10-Q constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Partnership's actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. These factors include, among other things, federal, state or local regulations; adverse changes in general economic or local conditions; inability of borrower to meet financial obligations; uninsured losses; and potential conflicts of interest between the Partnership and its Affiliates, including the General Partner.

Liquidity and Capital Resources

On December 13, 1991, the Partnership commenced an Offering of 60,000 Limited Partnership Units ("Units") at $1,000 per Unit, pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. The Offering terminated on August 23, 1993, with total sales of 32,399.28 Units, at $1,000 per Unit, resulting in $32,399,282 in gross offering proceeds, not including the General Partner's capital contribution of $500. All of the holders of these Units have been admitted to the Partnership. The Limited Partners of the Partnership will share in their portion of benefits of ownership of the Partnership's real property investments according to the number of Units held.

The Partnership used $25,945,989 of gross offering proceeds to purchase, on an all-cash basis, eighteen parcels of land and one building. These investments include the payment of the purchase price, acquisition fees and acquisition costs of such properties. One of the parcels was purchased during 1992, one during 1993, fifteen during 1994 and one during 1995. As of March 31, 2002, the Partnership has had multiple sales transactions through which it has disposed of the building and approximately 1,448 acres of the 3,302 acres originally owned. As of March 31, 2002, cumulative distributions to the Limited Partners have totaled $14,708,504 (which represents a return of Invested Capital, as defined the Partnership Agreement). Through March 31, 2002, the Partnership has used $4,902,004 of working capital reserve for rezoning and other activities and such amount is included in investment properties.

The Partnership's capital needs and resources will vary depending upon a number of factors, including the extent to which the Partnership conducts rezoning and other activities relating to utility access, the installation of roads, subdivision and/or annexation of land to a municipality, changes in real estate taxes affecting the Partnership's land, and the amount of revenue received from leasing. As of March 31, 2002, the Partnership owns, in whole or in part, eleven of its original eighteen parcels, the majority of which are leased to local farmers and are generating sufficient cash flow from farm leases to cover property taxes and insurance.












-11-


At March 31, 2002, the Partnership had cash and cash equivalents of $1,421,672 of which approximately $172,000 is reserved for the repurchase of Units through the Unit Repurchase Program. The remaining amount is available, upon maturity, to be used for Partnership expenses and liabilities, cash distributions to partners, and other activities with respect to some or all of its land parcels. The Partnership plans to maximize its parcel sales effort in anticipation of rising land values.

The Partnership plans to enhance the value of its land through pre-development activities such as rezoning, annexation and land planning. The Partnership has already been successful in, or is in the process of pre-development activity on a majority of the Partnership's land investments. Parcel 2, annexed to the village of McHenry and zoned for a business park, has two phases of improvements complete and sites are being marketed to potential buyers, of which 30 of the 183 lots were sold as of March 31, 2002. Parcel 4, zoned for a variety of business uses, has improvements underway and sites are being marketed to potential buyers, of which one site consisting of .87 acres was sold to a hotel chain on June 6, 1997, another site consisting of 1.435 acres was sold to a combination gas station/convenience store on August 12, 1997, a third site consisting of 1.5 acres was sold to a national fast-food chain on August 13, 1998, a fourth site consisting of 1.86 acres was sold to a different national fast-food chain on October 16, 1998, a fifth site consisting of 1.033 acres was sold to a national discount tire retailer on August 19, 1999, and on March 19, 2001, a site consisting on 59 acres was sold. Parcels 15 and 16 have been annexed to the village of Huntley and zoned for residential and commercial development. Parcel 7 and portions of Parcel 12 were annexed and zoned in the city of Plano in 2000.

Results of Operations

As of January 11, 2002, the Partnership sold approximately 108 acres of Parcel 1 to an unaffiliated third party on an installment basis and recorded a deferred gain of $1,198,174. As of March 31, 2002, the Partnership had received a principal payment of $955,000 and recognized $532,212 of the deferred gain. The remaining deferred gain will be recognized as payments are received. Income from the sale of investment properties and the cost of investment properties sold for the three months ended March 31, 2001 is the result of the sale of approximately 59 acres of Parcel 4.

As of March 31, 2002, the Partnership owned eleven parcels of land consisting of approximately 1,854 acres. Of the 1,854 acres owned, approximately 1,742 acres are tillable and leased to local farmers and are generating sufficient cash flow to cover property taxes, insurance and other miscellaneous property expenses. Rental income decreased for the three months ended March 31, 2002, as compared to the three months ended March 31, 2001, due to the sale of land parcels resulting in less acres being farmed.

Interest income increased for the three months ended March 31, 2002, as compared to the three months ended March 31, 2001, due primarily to an increase in interest income earned on mortgages receivable as a result of the sale of land parcels.










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The other income recorded for the three months ended March 31, 2001, is the result of the Partnership receiving non-refundable deposits on land sales which did not occur.

General and administrative expenses to non-affiliates decreased for the three months ended March 31, 2002, as compared to the three months ended March 31, 2001, due to a decrease in the Illinois Replacement Tax.

Marketing expenses to Affiliates and non-affiliates increased for the three months ended March 31, 2002, as compared to the three months ended March 31, 2001, due to an increase in marketing, advertising and travel expenses relating to marketing the land portfolio to prospective purchasers.

 

 

PART II - Other Information

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
































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SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

INLAND CAPITAL FUND, L.P.

   

By:

Inland Real Estate Investment Corporation General Partner

   
   
   

/S/ ROBERT D. PARKS

   

By:

Robert D. Parks

Chairman

Date:

May 14, 2002

   
   
   

/S/ PATRICIA A. DELROSSO

   

By:

Patricia A. DelRosso

Senior Vice President

Date:

May 14, 2002

   
   
   

/S/ KELLY TUCEK

   

By:

Kelly Tucek

Principal Financial Officer and

Principal Accounting Officer

Date:

May 14, 2002

   











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