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 September 30, 1998
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File #0-16780
Inland Real Estate Growth Fund II, L.P.
(Exact name of registrant as specified in its charter)
Delaware #36-3547165
(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 REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)
Balance Sheets
September 30, 1998 and December 31, 1997
(unaudited)
Assets
------
1998 1997
---- ----
Current assets:
Cash and cash equivalents including amounts
held by property manager (Note 1)............. $ 188,103 128,545
Accrued interest receivable..................... 172 274
------------ ------------
Total current assets.......................... 188,275 128,819
------------ ------------
Property held for sale............................ 1,187,724 -
Investment property (including acquisition fees
paid to Affiliates of $59,500 at December 31,
1997 (Notes 1 and 2):
Land............................................ - 438,389
Building and improvements....................... - 1,096,872
------------ ------------
- 1,535,261
Less accumulated depreciation................... - 320,115
Total investment property, net of ------------ ------------
accumulated depreciation.................... - 1,215,146
------------ ------------
Installment contracts receivable (Note 3)......... - 80,000
Accrued rents receivable (Notes l and 4).......... 51,986 63,724
Deferred loan costs (net of accumulated
amortization of $18,683 and $10,165 at
September 30, 1998 and December 31, 1997,
respectively) (Note 1).......................... 3,785 12,303
Deferred leasing fees to Affiliates (net of
accumulated amortization of $17,990 and $15,991
at September 30, 1998 and December 31, 1997,
respectively) (Note 1).......................... 7,996 9,995
------------ ------------
Total assets...................................... $ 1,439,766 1,509,987
============ ============
See accompanying notes to financial statements.
-2-
INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)
Balance Sheets
(continued)
September 30, 1998 and December 31, 1997
(unaudited)
Liabilities and Partners' Capital
---------------------------------
1998 1997
Current liabilities: ---- ----
Current portion of long-term debt (Note 5)...... $ 797,350 65,740
Accrued interest payable........................ - 5,856
Due to Affiliates (Note 2)...................... 2,854 533
------------ ------------
Total current liabilities..................... 800,204 72,129
------------ ------------
Commission payable to Affiliates (Note 2)......... 135,000 135,000
Long-term debt, less current portion (Note 5)..... - 786,015
------------ ------------
Total liabilities............................. 935,204 993,144
------------ ------------
Deferred gain on sale of investment property
(Note 3)........................................ - 9,950
Partners' capital (Notes 1 and 2):
General Partner:
Capital contribution.......................... 500 500
Cumulative net income......................... 16,116 15,650
Cumulative cash distributions................. (9,804) (9,374)
------------ ------------
6,812 6,776
Limited Partners: ------------ ------------
Units of $1,000. Authorized 25,000 Units,
4,004.25 Units outstanding September 30,
1998 and at December 31, 1997 (net of
offering costs of $462,849, of which
$59,476 was paid to Affiliates)............. 3,541,408 3,541,408
Cumulative net income......................... 1,595,570 1,549,411
Cumulative cash distributions................. (4,639,228) (4,590,702)
------------ ------------
497,750 500,117
------------ ------------
Total Partners' capital..................... 504,562 506,893
------------ ------------
Total liabilities and Partners' capital........... $ 1,439,766 1,509,987
============ ============
See accompanying notes to financial statements.
-3-
INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)
Statements of Operations
For the three and nine months ended September 30, 1998 and 1997
(unaudited)
Three months Nine months
ended ended
September 30, September 30,
------------- -------------
1998 1997 1998 1997
Income: ---- ---- ---- ----
Rental income (Notes 1 and 4).... $ 51,658 51,661 154,980 154,983
Interest income.................. 2,375 3,259 8,501 9,748
---------- ---------- ---------- ----------
54,033 54,920 163,481 164,731
---------- ---------- ---------- ----------
Expenses:
Professional services to
Affiliates..................... 1,065 1,525 2,762 3,937
Professional services to
non-affiliates................. 2,000 - 18,900 17,575
General and administrative
expenses to Affiliates......... 3,454 2,727 11,374 11,027
General and administrative
expenses to non-affiliates..... 530 921 3,124 3,528
Property operating expenses to
Affiliates..................... 555 555 1,667 1,667
Mortgage interest................ 16,676 17,995 51,040 54,877
Depreciation..................... 9,140 9,142 27,422 27,423
Amortization..................... 3,506 3,505 10,517 9,324
---------- ---------- ---------- ----------
36,926 36,370 126,806 129,358
---------- ---------- ---------- ----------
Operating income................... 17,107 18,550 36,675 35,373
Gain on sale of investment property
(Note 3)......................... - - 9,950 -
---------- ---------- ---------- ----------
Net income......................... $ 17,107 18,550 46,625 35,373
========== ========== ========== ==========
Net income allocated to:
General Partner.................. $ 171 186 466 354
Limited Partners................. 16,936 18,364 46,159 35,019
---------- ---------- ---------- ----------
Net income..................... $ 17,107 18,550 46,625 35,373
========== ========== ========== ==========
See accompanying notes to financial statements.
-4-
INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)
Statements of Operations
For the three and nine months ended September 30, 1998 and 1997
(unaudited)
Net income allocated to the one
General Partner Unit:
Operating income................. $ 171 186 366 354
Gain on sale of investment
property....................... - - 100 -
---------- ---------- ---------- ----------
$ 171 186 466 354
========== ========== ========== ==========
Net income per 4,004.25 weighted
average Limited Partner Units:
Operating income................. $ 4.23 4.59 9.06 8.75
Gain on sale of investment
property....................... - - 2.46 -
---------- ---------- ---------- ----------
$ 4.23 4.59 11.52 8.75
========== ========== ========== ==========
See accompanying notes to financial statements.
-5-
INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)
Statements of Cash Flows
For the nine months ended September 30, 1998 and 1997
(unaudited)
1998 1997
Cash flows from operating activities: ---- ----
Net income...................................... $ 46,625 35,373
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on sale.................................. (9,950) -
Accrued rents receivable...................... 11,738 11,737
Depreciation.................................. 27,422 27,423
Amortization.................................. 10,517 9,324
Changes in assets and liabilities:
Accrued interest receivable................. 102 192
Accounts payable and accrued expenses....... - -
Accrued interest payable.................... (5,856) (6,275)
Due to Affiliates........................... 2,321 2,151
------------ ------------
Net cash provided by operating activities......... 82,919 79,925
------------ ------------
Cash flows from investing activities:
Principal payments collected.................... 80,000 -
------------ ------------
Net cash provided by investing activities......... 80,000 -
------------ ------------
Cash flows from financing activities:
Deferred loan costs............................. - (22,468)
Principal payments of long-term debt............ (54,405) (48,581)
Distributions................................... (48,956) (49,963)
------------ ------------
Net cash used in financing activities............. (103,361) (121,012)
------------ ------------
Net increase (decrease) in cash and cash
equivalents..................................... 59,558 (41,087)
Cash and cash equivalents at beginning of period.. 128,545 152,259
------------ ------------
Cash and cash equivalents at end of period........ $ 188,103 111,172
============ ============
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest....... $ 56,896 61,152
============ ============
See accompanying notes to financial statements.
-6-
INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)
Notes to Financial Statements
September 30, 1998
(unaudited)
Readers of this Quarterly Report should refer to the Partnership's audited
financial statements for the fiscal year ended December 31, 1997, which are
included in the Partnership's 1997 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such audited
financial statements have been omitted from this Report.
(1) Organization and Basis of Accounting
Inland 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 $500. All of
the holders of these Units were admitted to the Partnership. As of September
30, 1998, the Partnership has repurchased a total of 34 Units ($33,993) from
various Limited Partners. At September 30, 1998, included in cash and cash
equivalents, is approximately $14,000 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 are 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.
-7-
INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
September 30, 1998
(unaudited)
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's investment property was held for sale. In accordance with SFAS
121, any property identified as "held for sale or disposition" is no longer
depreciated. 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 September 30, 1998, 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.
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 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.
Statement of Financial Accounting Standards No. 128 "Earnings per Share" was
adopted by the Partnership for the year ended December 31, 1997 and has been
applied to all prior earnings periods presented in the financial statements.
The Partnership has no dilutive securities.
In the opinion of management, the financial statements contain all the
adjustments necessary, which are of a normal recurring nature, to present
fairly the financial position and results of operations. Interim periods are
not necessarily indicative of results to be expected for the year.
-8-
INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
September 30, 1998
(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, of which $2,854 and $533
remained unpaid at September 30, 1998 and December 31, 1997, 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 $1,667 for both
the nine months ended September 30, 1998 and 1997, have been incurred and paid
to an Affiliate and are included in the Partnership's property operating
expenses to Affiliates.
(3) Installment Contracts Receivable
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 of
$3,988,999 as a result of these sales, with interest rates ranging from 10.5%
to 10.9% due over seven to ten years. The gain of $616,858 was to be
recognized as cash was received over the life of the related installment
contracts. As of September 30, 1998, all of gain has been recognized.
The Partnership received complete prepayments on all of the eighteen
installment contracts receivable amounting to $3,609,589, which included
prepayment penalties of $10,830, less credit to the borrowers for prepaid
interest. In conjunction with five of the prepayments, the Partnership
provided a single borrower with five second mortgages, in the amount of $16,000
each, which required interest-only payments at the rate of 10% per annum with a
final balloon payment due June 30, 1998, collateralized by five of the
buildings previously sold. As of September 30, 1998, these second mortgages
have been repaid in full.
-9-
INLAND REAL ESTATE GROWTH FUND II, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
September 30, 1998
(unaudited)
(4) Accrued Rents Receivable
The health club 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 $11,738 in
both 1998 and 1997, of rental income for the period of occupancy for which
stepped rent increases apply and $51,986 and $63,724 in related accounts
receivable as of September 30, 1998 and December 31, 1997, respectively. Those
amounts are expected to be collected over the terms of the related leases as
scheduled rent payments are made.
(5) Mortgage Payable
The General Partner obtained an extension until February 1, 1999 from the
current first mortgage holder on the mortgage loan collateralized by the
Scandinavian Health Club property. Monthly principal and interest payments are
based on an interest rate of 8.25% adjusted annually, based on a ten year
amortization period.
(6) Subsequent Events
During October 1998, the Partnership paid a distribution of $15,319 of which
$133 was distributed to the General Partner and $15,186 was distributed to the
Limited Partners. The Limited Partners' distribution included $2,000 of
repayment proceeds and $13,186 of operating cash flow.
-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 of "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 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. 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
September 30, 1998, the Partnership has repurchased 34 Units ($33,993) from
various Limited Partners through the Unit Repurchase Program.
At September 30, 1998, the Partnership had cash and cash equivalents of
$188,103, which includes approximately $14,000 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 this 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.
-11-
Results of Operations
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 is for a period of three months and, as
of the date of this report, the Partnership has not received any offers. At
the end of the three months, the Partnership will consider extending the
listing or reclassifying the property as held for investment. To the extent
the Partnership determines that the property will continue to be held for sale,
the Partnership will cease depreciation beginning with the date of the original
listing agreement.
The decrease in professional services to Affiliates for the three and nine
months ended September 30, 1998, as compared to the three and nine months ended
September 30, 1997, is due to a decrease in accounting and legal services
required by the Partnership. The increase in professional services to non-
affiliates for the three and nine months ended September 30, 1998, as compared
to the three and nine months ended September 30, 1997, is due to an increase in
accounting fees required by the Partnership.
As of September 30, 1998, the Partnership received payment in full on the five
second mortgages from the sale of the the Wellington Place apartments and has
recognized the remaining gain from the sale.
Year 2000 Issues
GENERAL
Many computer operating systems and software applications were designed such
that the year 1999 is the maximum date that can be processed accurately. In
conducting business, the Partnership relies on computers and operating systems
provided by equipment manufacturers, and also on application software developed
internally and, to a limited extent, by outside software vendors. The
Partnership has assessed its vulnerability to the so-called "Year-2000 Issue"
with respect to its equipment and computer systems.
STATE OF READINESS
The Partnership has identified the following three areas for "Year-2000"
compliance efforts:
Business Computer Systems: The majority of the Partnership's information
technology systems were developed internally and include accounting, lease
management, investment portfolio tracking, and tax return preparation. The
Partnership has rights to the source code for these applications and employs
programmers who are knowledgeable regarding these systems. The process of
testing these internal systems to determine year 2000 compliance is nearly
complete. The Partnership does not anticipate any material costs relating to
its business computer systems regarding year 2000 compliance since the
Partnership's critical hardware and software systems use four digits to
represent the applicable year. The Partnership does use various computers, so-
called "PC's", that may run software that may not use four digits to represent
the applicable year. The Partnership is in the process of testing the PC
hardware and software to determine year 2000 compliance, but it must be noted
that such PC's are incidental to the Partnership's critical systems. The
Partnership is considering independent testing of its critical systems.
-12-
Tenants and Suppliers: The Partnership is in the process of surveying tenants,
suppliers and other parties with whom the Partnership does a significant amount
of business to identify the Partnership's potential exposure in the event such
parties are not year 2000 compliant in a timely manner. Since this area
involves some parties over which the Partnership has no control, such as public
utility companies, it is difficult, at best, to judge the status of the outside
companies' year 2000 compliance. The Partnership is working closely with all
suppliers of goods and services in an effort to minimize the impact of the
failure of any supplier to become year 2000 compliant by December 31, 1999. The
Partnership's investigations and assessments of possible year 2000 issues are
in a preliminary stage, and currently the Partnership is not aware of any
material impact on its business, operations or financial condition due to year
2000 non-compliance by any of the Partnership's tenants or suppliers.
Non-Information Technology Systems: In the operation of its properties, the
Partnership has acquired equipment with embedded technology such as
microcontrollers, which operate heating, ventilation, and air conditioning
systems, fire alarms, security systems, telephones and other equipment
utilizing time-sensitive technology. The Partnership is in the process of
evaluating its potential exposure and costs if such non-information technology
systems are not year 2000 compliant and expects to be able to complete its
assessment during the second quarter of 1999.
YEAR 2000 COSTS
The Partnership's General Partner and its Affiliates estimate that costs to
achieve year 2000 compliance will not exceed $50,000. However, only
approximately 1% of these costs will be directly allocated to and paid by the
Partnership. The balance of the year 2000 compliance costs, approximately 99%,
will be paid by the General Partner and its Affiliates. Total year 2000
compliance costs incurred through September 30, 1998 are estimated at
approximately $5,000.
YEAR 2000 RISKS
The most reasonable likely worst case scenario for the Partnership with respect
to the year 2000 non-compliance of its business computer systems would be the
inability to access information which could result in the failure to issue
financial reports. The most reasonable likely worst case scenario for the
Partnership with respect to the year 2000 non-compliance of its tenants is
failure to receive rental income which could result in the Partnership being
unable to meet cash requirements for monthly expenses. The most reasonable
likely worst case scenario for the Partnership with respect to the year 2000
non-compliance of its suppliers is the failure to supply necessary utilities;
including, but not limited to heating, as a result of a malfunctioning of non-
information technology systems in some of the Partnership's properties.
CONTINGENCY PLAN
The Partnership is in the process of formulating a contingency plan which will
be developed by July of 1999.
-13-
PART II - Other Information
Items 1 through 6(b) are omitted because of the absence of conditions under
which they are required.
Item 7. Exhibits and Reports on Form 8-K
(a) Exhibits:
(27) Financial Data Schedule
(b) Reports on Form 8-K:
None
-14-
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 REAL ESTATE GROWTH FUND II, L.P.
By: Inland Real Estate Investment Corporation
General Partner
/S/ ROBERT D. PARKS
By: Robert D. Parks
Chairman
Date: November 12, 1998
/S/ PATRICIA A. CHALLENGER
By: Patricia A. Challenger
Senior Vice President
Date: November 12, 1998
/S/ KELLY TUCEK
By: Kelly Tucek
Principal Financial Officer and
Principal Accounting Officer
Date: November 12, 1998
-15-
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