Back to GetFilings.com

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

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

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)

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

June 30, 2002 and December 31, 2001
(unaudited)

Assets

See accompanying notes to financial statements.

-2-

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

Balance Sheets
(continued)

June 30, 2002 and December 31, 2001
(unaudited)


Liabilities and Partners' Capital

See accompanying notes to financial statements.

-3-

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

Statements of Operations

For the three and six months ended June 30, 2002 and 2001
(unaudited)

See accompanying notes to financial statements.

-4-

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

Statements of Operations
(continued)

For the three and six months ended June 30, 2002 and 2001
(unaudited)

See accompanying notes to financial statements.

-5-

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

Statements of Cash Flows

For the six months ended June 30, 2002 and 2001
(unaudited)

See accompanying notes to financial statements.

-6-

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

Notes to Financial Statements

June 30, 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 June 30, 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.

- -7-

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

Notes to Financial Statements
(continued)

June 30, 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 $6,500 and $5,324 was unpaid as of June 30, 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 $21,295 and $23,018 have been incurred and are included in land operating expenses to Affiliates for the six months ended June 30, 2002 and 2001, respectively, all of which was paid as of June 30, 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 $6,751 and $8,480 have been incurred and are included in marketing expenses to Affiliates for the six months ended June 30, 2002 and 2001, respectively, all of which was paid as of June 30, 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.

- -8-

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	06/30/02	Recognized
1	Kendall	108.8960	07/22/92	$   707,566	57,926	765,492	186,333	951,825	-	530,027
		(108.8960)	01/11/02
2	McHenry	201.0000	11/09/93	2,020,314	122,145	2,142,459	2,341,578	1,548,438	2,935,599	356,813
		(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	463,003	948,389	1,437,251	-
		(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	53,687	-	1,642,844	-
8	Kendall	133.0000	08/17/94	1,300,000	106,949	1,406,949	16,329	-	1,423,278	-
9	LaSalle	335.9600	08/30/94	993,441	79,329	1,072,770	122,282	-	1,195,052	-

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	06/30/02	Recognized
10	Kendall	223.7470	09/16/94	2,693,025	205,660	2,898,685	345,588	38,989	3,205,284	-
		(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	67,846
		(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	17,427	85,960	1,013,141	-
		(10.6430)	05/21/99
15	McHenry	169.5400	10/31/94	2,900,000	79,196	2,979,196	301,044	-	3,280,240	-
16	McHenry	207.0754	11/30/94	1,760,256	101,388	1,861,644	288,213	-	2,149,857	-
17	LaSalle	236.4400	12/07/94	1,060,286	74,735	1,135,021	43,947	-	1,178,968	-
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	4,950,425	11,076,290	19,820,124	954,686
				========	========	========	===========	============	==========	========

-10-

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

Notes to Financial Statements
(continued)

June 30, 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:

(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 June 30, 2002, the Partnership had farm leases of generally one year in duration, for approximately 1,742 acres of the approximately 1,844 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 June 30, 2002, the fair market value of the mortgage loans receivable approximated their carrying value.

-11-

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 June 30, 2002, the Partnership has had multiple sales transactions through which it has disposed of the building and approximately 1,458 acres of the 3,302 acres originally owned. As of June 30, 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 June 30, 2002, the Partnership has used $4,950,425 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 June 30, 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.

- -12-

At June 30, 2002, the Partnership had cash and cash equivalents of $2,085,724 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 34 of the 167 lots were sold as of June 30, 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 $1,198,175. As of June 30, 2002, the Partnership had received a principal payment of $955,000 and recognized $530,027 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 six months ended June 30, 2002, is the result of the sale of additional lots of Parcel 2. Income from the sale of investment properties and the cost of investment properties sold for the six months ended June 30, 2001 is the result of the sale of approximately 59 acres of Parcel 4.

As of June 30, 2002, the Partnership owned eleven parcels of land consisting of approximately 1,844 acres. Of the 1,844 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.

Interest income increased for the six months ended June 30, 2002, as compared to the six months ended June 30, 2001, due primarily to an increase in interest income earned on mortgages receivable as a result of the sale of land parcels.

- -13-

The other income recorded for the six months ended June 30, 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 six months ended June 30, 2002, as compared to the six months ended June 30, 2001, due to a decrease in the Illinois Replacement Tax.

Marketing expenses to Affiliates and non-affiliates increased for the six months ended June 30, 2002, as compared to the six months ended June 30, 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.

- -14-

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:	August 1, 2002
	/S/ PATRICIA A. DELROSSO
By:	Patricia A. DelRosso
	Senior Vice President
Date:	August 1, 2002
	/S/ KELLY TUCEK
By:	Kelly Tucek
	Principal Financial Officer and
	Principal Accounting Officer
Date:	August 1, 2002