INLAND LAND APPRECIATION FUND II LP
10-Q, 1996-05-15
REAL ESTATE
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<PAGE>
 
                                  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, 1996

                                       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 #0-19220


                     Inland Land Appreciation Fund II, L.P. 
             (Exact name of registrant as specified in its charter)


          Delaware                                     #36-3664407
   (State or other jurisdiction      (I.R.S. Employer Identification Number) 
 of incorporation or organization)


        2901 Butterfield Road, Oak Brook, Illinois         60521
         (Address of principal executive office)         (Zip Code)


     Registrant's telephone number, including area code:  708-218-8000


                                    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-


<PAGE>
 
                    INLAND LAND APPRECIATION FUND II, L.P.
                            (a limited partnership)

                                Balance Sheets

                     March 31, 1996 and December 31, 1995
                                  (unaudited)


<TABLE> 
<CAPTION> 

                                    Assets
                                    ------


                                                       1996          1995
                                                       ----          ----
<S>                                                 <C>             <C>   
Current assets:
  Cash and cash equivalents (Note 1).............. $ 5,500,376     5,097,705
  Accounts and accrued interest receivable........      39,731        19,900
  Deposits and other current assets...............       9,477         2,544 
                                                   -----------     ---------

    Total current assets..........................   5,549,584     5,120,149 
                                                   -----------     ---------

Investment properties (including acquisition
  fees paid to Affiliates of $2,040,166 and
  $2,049,707 at March 31, 1996 and December 31,
  1995, respectively) (Notes 1 and 3):
  Land and improvements...........................  40,755,056    40,799,412
  Buildings.......................................      93,082        93,082 
                                                    ----------    ----------

                                                    40,848,138    40,892,494
  Less accumulated depreciation...................       9,955         9,179
                                                    ----------    ---------- 
Total investment properties, net of accumulated
  depreciation....................................  40,838,183    40,883,315
                                                    ----------    ---------- 

Total assets...................................... $46,387,767    46,003,464
                                                   ===========    ==========
                                                    
</TABLE> 

                 See accompanying notes to financial statements.

                                      -2-
<PAGE>
 
                     INLAND LAND APPRECIATION FUND II, L.P.
                             (a limited partnership)

                                 Balance Sheets
                                   (continued)

                      March 31, 1996 and December 31, 1995
                                   (unaudited)

<TABLE> 
<CAPTION> 

                        Liabilities and Partners' Capital
                        ---------------------------------

                                                       1996          1995
                                                       ----          ----
 
<S>                                                <C>                <C> 
Current liabilities:
  Accounts payable................................ $   112,792        21,907
  Accrued real estate taxes.......................     114,290        97,271
  Due to Affiliates (Note 2)......................      77,294        11,167
  Unearned income.................................      78,110        29,898 
                                                   -----------   -----------

    Total current liabilities.....................     382,486       160,243 
                                                   -----------   -----------

Partners' capital (Notes 1 and 2):
  General Partner:
   Capital contribution...........................         500           500
   Cumulative net income..........................     447,673       447,723
   Cumulative cash distributions..................     (93,034)      (93,034)
                                                   -----------   -----------
                                                       355,139       355,189
                                                   -----------   -----------
  Limited Partners:
   Units of $1,000. Authorized 60,000 Units,
    50,193.52 Units outstanding (net of offering
    costs of $7,532,439, of which $2,535,445 was
    paid to Affiliates)...........................  42,663,992    42,663,992
   Cumulative net income..........................   5,823,113     5,660,948
   Cumulative cash distributions..................  (2,836,963)   (2,836,908)
                                                   -----------   -----------

                                                    45,650,142    45,488,032 
                                                   -----------   -----------

    Total Partners' capital.......................  46,005,281    45,843,221 
                                                   -----------   -----------

Total liabilities and Partners' capital........... $46,387,767    46,003,464
                                                   ===========   ===========
                                                    
</TABLE> 

                 See accompanying notes to financial statements.

                                      -3-
<PAGE>
 
                    INLAND LAND APPRECIATION FUND II, L.P.
                            (a limited partnership)

                           Statements of Operations

              For the three months ended March 31, 1996 and 1995
                                  (unaudited)

<TABLE> 
<CAPTION> 

                                                       1996          1995
                                                       ----          ----
<S>                                                <C>               <C> 
Income:
  Sale of investment properties (Notes 1 and 3)... $   430,140       154,130
  Rental income (Note 4)..........................      76,740       100,501
  Interest income.................................      72,947        10,276 
                                                   -----------   -----------

                                                       579,827       264,907 
                                                   -----------   -----------

Expenses:
  Cost of investment properties sold..............     263,002       117,280
  Professional services to Affiliates.............       4,765        11,277
  Professional services to non-affiliates.........      29,974        27,808
  General and administrative expenses to
    Affiliates....................................      12,013         9,379
  General and administrative expenses to
    non-affiliates................................      21,926         5,433
  Marketing expenses to Affiliates................      21,712        27,342
  Marketing expenses to non-affiliates............       5,582         3,454
  Land operating expenses to Affiliates...........      23,218        25,230
  Land operating expenses to non-affiliates.......      34,744        32,527
  Depreciation....................................         776           776 
                                                   -----------   -----------

                                                       417,712       260,506 
                                                   -----------   -----------

Net income........................................ $   162,115         4,401
                                                   ===========   =========== 

Net income (loss) allocated to:
  General Partner.................................         (50)         (324)
  Limited Partners................................     162,165         4,725 
                                                   -----------   -----------

Net income........................................ $   162,115         4,401
                                                   ===========   =========== 

Net loss allocated to the one General Partner
  Unit............................................ $       (50)         (324)
                                                   ===========   =========== 
Net income allocated to Limited Partners per
  weighted average Limited Partnership Units
  (50,190.46 and 50,231.52 for the three months
  ended March 31, 1996 and 1995, respectively).... $      3.23           .09 
                                                   ===========   =========== 
</TABLE> 

                See accompanying notes to financial statements.

                                      -4-
<PAGE>
 
                     INLAND LAND APPRECIATION FUND II, L.P.
                             (a limited partnership)

                            Statements of Cash Flows

               For the three months ended March 31, 1996 and 1995
                                   (unaudited)

<TABLE> 
<CAPTION> 

                                                         1996          1995
                                                         ----          ----
 
<S>                                                 <C>               <C> 
 Cash flows from operating activities:
   Net income...................................... $   162,115         4,401
   Adjustments to reconcile net income to net
       cash provided by operating activities:
     Depreciation..................................         776           776
     Gain on sale of investment properties.........    (167,138)      (36,850)
     Changes in assets and liabilities:
       Accounts and accrued interest receivable....     (19,831)      (24,393)
       Deposits and other current assets...........      (6,933)       (4,317)
       Accounts payable............................      90,885        15,209
       Accrued real estate taxes...................      17,019        18,741
       Due to Affiliates...........................      66,127        74,828
       Unearned income.............................      48,212        31,611 
                                                    ------------  ------------

 Net cash provided by operating activities.........     191,232        80,006 
                                                    ------------  ------------

 Cash flows from investing activities:
   Additions to investment properties..............    (218,646)     (602,916) 
   Proceeds from sale of investment properties.....     430,140       154,130 
                                                    ------------  ------------
 Net cash provided by (used in) investing
   activities......................................     211,494      (448,786)
                                                    ------------  ------------

 Cash flows from financing activities:
   Foreign Partners' withholding...................         (55)          (15)
                                                    ------------  ------------

 Net cash used in financing activities.............         (55)          (15)
                                                    ------------  ------------
 Net increase (decrease) in cash and cash
   equivalents.....................................     402,671      (368,795)
 Cash and cash equivalents at beginning of
   period..........................................   5,097,705       896,813 
                                                    ------------  ------------

 Cash and cash equivalents at end of period........ $ 5,500,376       528,018
                                                    ============  ============
</TABLE> 

                 See accompanying notes to financial statements.

                                      -5-
<PAGE>
 
                     INLAND LAND APPRECIATION FUND II, L.P.
                             (a limited partnership)

                          Notes to Financial Statements

                                 March 31, 1996
                                   (unaudited)

 Readers of this Quarterly Report should refer to the Partnership's audited
 financial statements for the fiscal year ended December 31, 1995, which are
 included in the Partnership's 1995 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 Land Appreciation Fund II, L.P. (the "Partnership") was organized on
 June 28, 1989 by the filing of a Certificate of Limited Partnership under the
 Revised Uniform Limited Partnership Act of the State of Delaware. On October
 25, 1989, the Partnership commenced an Offering of 30,000 (subject to increase
 to 60,000) Limited Partnership Units pursuant to a Registration under the
 Securities Act of 1933. The Offering terminated on October 24, 1991, with total
 sales of 50,476.17 Units at $1,000 per Unit, resulting in $50,476,170 in gross
 offering proceeds, not including the General Partner's contribution of $500.
 All of the holders of these Units have been admitted to the Partnership. As of
 March 31, 1996, the Partnership has repurchased a total of 282.647 Units for
 $279,739 from various Limited Partners through the Unit Repurchase Program.
 Under this program, Limited Partners may under certain circumstances have their
 Units repurchased for an amount equal to their Invested Capital. 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.

 Deferred organization costs were amortized over a 60-month period. Offering
 costs have been offset against the Limited Partners' capital accounts.

 The Partnership considers all highly liquid investments purchased with a
 maturity of three months or less to be cash equivalents and are carried at
 cost, which approximates fair value because of the relative short maturity of
 these instruments.

 Investment properties held by the Partnership are carried at the lower of
 aggregate cost or net realizable value. Periodically, the Partnership reviews
 the portfolio and if management determines that parcels suffered an impairment
 in value which is deemed to be other than temporary, the carrying value of the
 parcels would be reduced to their net realizable value through the direct 
 write-off method. Through March 31, 1996, there were no such impairments.

                                      -6-
<PAGE>
 
                     INLAND LAND APPRECIATION FUND II, L.P.
                             (a limited partnership)

                          Notes to Financial Statements
                                   (continued)

                                 March 31, 1996
                                   (unaudited)


 For vacant land parcels and parcels with insignificant buildings and
 improvements, the Partnership uses the area method of allocation, which
 approximates relative sales method of allocation, whereby a per acre price is
 used as the standard allocation method for land purchases and sales. The total
 cost of the parcel is divided by the total number of acres to arrive at a per
 acre price. For parcels with significant buildings and improvements (Parcel 24,
 described in Note 3), the Partnership records the buildings and improvements at
 a cost based upon the appraised value at the date of acquisition. Building and
 improvements are depreciated using the straight-line method of depreciation
 over a useful life of thirty years. Repair and maintenance expenses are charged
 to operations as incurred. Significant improvements are capitalized and
 depreciated over their estimated useful lives.

 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. 121, "Accounting for the
 Impairment of Long-Lived Assets to Be Disposed Of" was issued in March 1995 and
 is effective for fiscal years beginning after December 15, 1995. This
 pronouncement is not expected to have a material effect on the financial
 position or results of operations of the Partnership.

 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.


 (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 to Affiliates and general and administrative expenses to
 Affiliates, of which $19,674 and $7,536 was unpaid as of March 31, 1996 and
 December 31, 1995, respectively.

                                      -7-
<PAGE>
 
                     INLAND LAND APPRECIATION FUND II, L.P.
                             (a limited partnership)

                          Notes to Financial Statements
                                   (continued)

                                 March 31, 1996
                                   (unaudited)


 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 $23,218 and
 $25,230 have been incurred for the three months ended March 31, 1996 and 1995,
 respectively, and are included in land operating expenses to Affiliates, of
 which $23,218 was unpaid as of March 31, 1996.

 An Affiliate of the General Partner performed marketing and advertising
 services of the Partnership's land investments and was reimbursed (as set forth
 under term of the Partnership Agreement) for direct costs, of which $25,311 and
 $3,631 was unpaid as of March 31, 1996 and December 31, 1995, respectively.

 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 direct costs. Such costs of $9,091 and $4,879 have been incurred
 for the three months ended March 31, 1996 and 1995, respectively, and are
 included in investment properties, of which $9,091 was unpaid as of March 31,
 1996.

                                      -8-
<PAGE>
 
                    INLAND LAND APPRECIATION FUND II, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)

<TABLE>
<CAPTION>
 (3) Investment Properties

 The following real property investments are owned by the Partnership as of March 31, 1996:
                                                                                                              Total
                    Gross                           Initial Costs                  Costs                     Remaining    Current
                    Acres   Purchase/ ---------------------------------------   Capitalized      Costs of     Costs of   Year Gain
 Parcel Location: Purchased   Sales    Original      Acquisition                Subsequent to    Property    Parcels at   on Sale
   #      County    /Sold      Date      Costs          Costs        Total       Acquisition       Sold       3/31/96    Recognized
 ------ --------- --------- --------- -----------   -------------   ---------   -------------    --------    ----------  ----------
 <S>    <C>       <C>       <C>       <C>           <C>             <C>         <C>              <C>         <C>         <C>
    1    McHenry   372.759  04/25/90  $ 2,114,295      114,070      2,228,365        158,253         -       2,386,618         -

    2    Kendall    41.118  07/06/90      549,639       43,889        593,528          6,781         -         600,309         -

    3    Kendall   120.817  11/06/90    1,606,794      101,863      1,708,657          5,593         -       1,714,250         -

    4    Kendall   299.025  06/28/91    1,442,059       77,804      1,519,863            312         -       1,520,175         -

    5    Kane     189.0468  02/28/91    1,954,629       94,569      2,049,198        129,310         -       2,178,508         -

    6    Lake      57.3345  04/16/91      904,337       71,199        975,536         15,379        4,457      986,458         -
                     (.258) 10/01/94

    7    McHenry   56.7094  04/22/91      680,513       44,444        724,957        223,706         -         948,663         -

    8    Kane      325.394  06/14/91    3,496,700      262,275      3,758,975         23,757         -       3,782,732         -

    9    Will        9.867  08/13/91      217,074          988        218,062            836         -         218,898         -

   10    Will       150.66  08/20/91    1,866,716       89,333      1,956,049             56         -       1,956,105         -

   11    Will      138.447  08/20/91      289,914       20,376        310,290          2,700      312,990         -            -
                  (138.447) 05/03/93

   12    Will       44.732  08/20/91      444,386       21,988        466,374             23         -         466,397         -

   13    Will        6.342  09/23/91      139,524          172        139,696           -         139,696         -            -
                    (6.342) 05/03/93

   14    Kendall    44.403  09/03/91      888,060       68,210        956,270            329         -         956,599         -

   15    Kendall   100.364  09/04/91    1,050,000       52,694      1,102,694         15,024      177,298      940,420         -
                    (5.000) 09/01/93
                   (11.000) 12/01/94

   16    McHenry   168.905  09/13/91    1,402,058       69,731      1,471,789         77,873         -       1,549,662         -

   17    Kendall     3.462  10/30/91      435,000       22,326        457,326            115         -         457,441         -

   18    McHenry  139.1697  11/07/91    1,160,301       58,190      1,218,491        156,850         -       1,375,341         -

   19    Kane      436.236  12/13/91    4,362,360      321,250      4,683,610        103,147         -       4,786,757         -
                                      -----------   -------------   ---------   -------------    --------    ----------  ----------
        Subtotal                      $25,004,359    1,535,371     26,539,730        920,044      634,441   26,825,333         -

</TABLE>
                                      -9-
<PAGE>
 
<TABLE>
<CAPTION>
                                               INLAND LAND APPRECIATION FUND II, L.P.
                                                       (a limited partnership)

                                                    Notes to Financial Statements
                                                             (continued)

 (3) Investment Properties (continued)

                                                                                                              Total
                    Gross                           Initial Costs                  Costs                     Remaining    Current
                    Acres   Purchase/ ---------------------------------------   Capitalized      Costs of     Costs of   Year Gain
 Parcel Location: Purchased   Sales    Original      Acquisition                Subsequent to    Property    Parcels at   on Sale
   #      County    /Sold      Date      Costs          Costs        Total       Acquisition       Sold       3/31/96    Recognized
 ------ --------- --------- --------- -----------   -------------  ----------   -------------    --------    ----------  ----------
 <S>    <C>       <C>       <C>       <C>           <C>            <C>          <C>              <C>         <C>         <C>
         Subtotal                     $25,004,359      1,535,371   26,539,730        920,044      634,441    26,825,333       -

   20      Kane &
          Kendall  400.129   01/31/92   1,692,623        101,318    1,793,941         38,126         -        1,832,067       -

   21     Kendall   15.013   05/26/92     250,000         23,844      273,844          6,146         -          279,990       -

   22     Kendall  391.959   10/30/92   3,870,000        283,186    4,153,186         88,801      164,804     4,077,183     94,270
                   (10.000)  01/06/94
                    (5.538)  01/05/96

   23 (c) Kendall  133.2074  10/30/92   3,231,942        251,373    3,483,315      4,222,145    3,102,927     4,602,533     72,868
                   (11.525)  07/16/93
                   (48.77)   Var 1995
                    (1.95)   Var 1996

   23A(a) Kendall     .2676  10/30/92     170,072         12,641      182,713           -         182,713          -          -
                     (.2676) 03/16/93

   24     Kendall    3.908   01/21/93     645,000         56,316      701,316            213         -          701,529       -

   24A(b) Kendall     .406   01/21/93     155,000         13,533      168,533           -            -          168,533       -

   25     Kendall  656.687   01/28/93   1,625,000         82,536    1,707,536         22,673    1,730,209          -          -
                  (656.687)  10/31/95

   26     Kane      89.511   03/10/93   1,181,555         89,312    1,270,867         50,357         -        1,321,224       -

   27     Kendall   83.525   03/11/93     984,474         54,846    1,039,320            426         -        1,039,746       -
                                      -----------      ---------   ----------      ---------    ---------    ----------    -------
                                      $38,810,025      2,504,276   41,314,301      5,348,931    5,815,094    40,848,138    167,138
                                      ===========      =========   ==========      =========    =========    ==========    =======

 (a)  Included in the purchase of Parcel 23 was a newly constructed 2,500 square foot house. The house, located at 213 Stonemill
      Lane in the Mill Race Creek Subdivision, was sold in March 1993.

 (b)  Included in the purchase of Parcel 24 was a 2,400 square foot office building.

 (c)  Parcel 23, annexed and zoned to Oswego as part of the Mill Race Creek subdivision, consists of two parts: a 28-acre multi-
      family portion and a 105-acre single-family portion. The Partnership sold the 28-acre multi-family portion on June 7, 1995 and
      as of March 31, 1996, eighty-one of the 243 single-family lots. All of the remaining single-family lots are under contract for
      sale with home builders. Under the purchase schedule, all lots would be sold by April 1997.

                                                               -10-
</TABLE> 
<PAGE>
 
                     INLAND LAND APPRECIATION FUND II, L.P.
                             (a limited partnership)

                          Notes to Financial Statements
                                   (continued)

                                 March 31, 1996
                                   (unaudited)



 (3) Investment Properties (continued)

 (d) Reconciliation of real estate owned:

<TABLE> 
<CAPTION> 
                                                         1996         1995
                                                         ----         ----
   <S>                                              <C>            <C> 
   Balance at January 1,........................... $40,892,494    43,264,960
   Additions during period:
   Improvements....................................     218,646     2,257,644 
                                                    ------------  ------------

                                                     41,111,140    45,522,604
   Sales during period.............................     263,002     4,630,110 
                                                    ------------  ------------

   Balance at end of period........................ $40,848,138    40,892,494
                                                    ============  ============

 (e) Reconciliation of accumulated depreciation:
                                                         1996         1995
                                                         ----         ----
   Balance at January 1,........................... $     9,179         6,076
   Depreciation expense............................         776         3,103
   Sales during period.............................        -             -    
                                                    ------------  ------------

   Balance at end of period........................ $     9,955         9,179
                                                    ============  ============
</TABLE> 

 (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, 1996, the Partnership had farm leases of generally one year in
 duration, for approximately 2,910 acres of the approximately 3,584 acres owned.

                                      -11-
<PAGE>
 
 Item 2.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations

 Liquidity and Capital Resources

 On October 25, 1989, the Partnership commenced an Offering of 30,000 (subject
 to increase to 60,000) Limited Partnership Units pursuant to a Registration
 Statement on Form S-11 under the Securities Act of 1933. The Offering
 terminated on October 24, 1991, with total sales of 50,476.17 Units at $1,000
 per Unit, resulting in $50,476,170 in gross offering proceeds, not including
 the General Partner's contribution of $500. All 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 $41,314,301 of gross offering proceeds to purchase, on an
 all-cash basis, twenty-seven parcels of undeveloped land and two buildings.
 These investments included the payment of the purchase price, acquisition fees
 and acquisition costs of such properties. Three of the parcels were purchased
 during 1990, sixteen during 1991, four during 1992 and four during 1993. As of
 March 31, 1996, the Partnership has had multiple sales transactions through
 which it has disposed of approximately 896 acres of the approximately 4,480
 acres originally owned. As of March 31, 1996, cumulative distributions have
 totaled $2,836,963 to the Limited Partners and $93,034 to the General Partner.
 Of the $2,836,963 distributed to the Limited Partners, $2,115,963 was net sales
 proceeds (which represents a return of Invested Capital, as defined in the
 Partnership Agreement) and $721,000 was from operations. As of March 31, 1996,
 the Partnership has used $5,348,931 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, 1996, the Partnership owns, in whole or in part,
 twenty-four of its original parcels and one office building, the majority of
 which are leased to local tenants and are generating sufficient cash flow from
 leases to cover property taxes and insurance.

 At March 31, 1996, the Partnership had cash and cash equivalents of $5,500,376,
 of which approximately $292,000 is reserved for the repurchase of Units through
 the Unit Repurchase Program. The remaining $5,208,376 is available to be used
 for the 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.

                                      -12-
<PAGE>
 
 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 1 has been annexed
 to the village of Huntley and zoned for residential and commercial development.
 Parcels 5 and 19 are in annexation and zoning negotiations with the village of
 Elburn for a master-planned community. Parcel 7 has been annexed to the village
 of McHenry and zoned residential. Therefore, it is anticipated that Parcels 1,
 5, 7, 18 and 19 will begin development and be marketed for sale in 1996.
                                                                 
 Results of Operations

 The sale of investment properties income and cost of investment properties sold
 recorded for the three months ended March 31, 1996 is a result of the continued
 sales at the Ponds of Mill Race Creek Subdivision (Parcel 23) and of the sale
 of approximately 5 1/2 acres of Parcel 22 during January of 1996. The sale of
 investment properties income and cost of investment properties sold recorded
 for the three months ended March 31, 1995 is a result the sale of a portion of
 one lot on February 15, 1995 and four lots on February 28, 1995. As of March
 31, 1996, the Partnership has sold eighty-one of the 243 single-family lots at
 The Ponds of Mill Race Creek.

 As of March 31, 1996, the Partnership owned twenty-four parcels of land
 consisting of approximately 3,584 acres and one office building. Of the
 approximately 3,584 acres owned, 2,910 acres are leased to local farmers and
 are generating sufficient cash flow to cover property taxes, insurance and
 other miscellaneous expenses. The decrease in rental income and land operating
 expenses to Affiliates for the three months ended March 31, 1996, as compared
 to the three months ended March 31, 1995, is due to the decrease of the land
 portfolio as a result of land sales. The decrease in rental income was
 partially offset by the annual increase in lease amounts from tenants.

 Interest income increased for the three months ended March 31 1996, as compared
 to the three months ended March 31, 1995, due to the Partnership replenishing
 its working capital reserve primarily from the sales at Parcels 23 and the sale
 of Parcel 25 and an increase in interest rates.

 Professional services to Affiliates decreased for the three months ended March
 31, 1996, as compared to the three months ended March 31, 1995, due primarily
 to a decrease in legal services required by the Partnership. Professional
 services to non-affiliates increased for the three months ended March 31, 1996,
 as compared to the three months ended March 31, 1995, due to an increase in
 outside legal services.

 General and administrative expenses to Affiliates increased for the three
 months ended March 31, 1996, as compared to the three months ended March 31,
 1995, due to increases in postage, data processing and investor services
 expenses. General and administrative expenses to non-affiliates increased for
 the three months ended March 31, 1996, as compared to the three months ended
 March 31, 1995, due to an increase in the Illinois Replacement Tax owed by the
 Partnership in 1996.

                                      -13-
<PAGE>
 
 Marketing expenses to Affiliates decreased for the three months ended March 31,
 1996, as compared to the three months ended March 31, 1995, due to a decrease
 in expenses relating to marketing and advertising the Partnership's land
 investments. Marketing expenses to non-affiliates increased for the three
 months ended March 31, 1996, as compared to the three months ended March 31,
 1995, due to an increase in advertising and travel expenses relating to
 marketing the land portfolio to prospective purchasers.



                                     PART II

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

                                      -14-
<PAGE>
 
                                   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 LAND APPRECIATION FUND II, L.P.

                             By:   Inland Real Estate Investment Corporation
                                   General Partner


                                   /S/ ROBERT D. PARKS
                             By:   Robert D. Parks
                                   Chairman
                             Date: May 13, 1996


                                   /S/ CYNTHIA M. HASSETT
                             By:   Cynthia M. Hassett
                                   Principal Financial Officer and
                                   Principal Accounting Officer
                             Date: May 13, 1996

                                      -15-

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                       5,500,376
<SECURITIES>                                         0
<RECEIVABLES>                                   39,731
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             5,549,584      
<PP&E>                                      40,848,138     
<DEPRECIATION>                                   9,955   
<TOTAL-ASSETS>                              46,387,767     
<CURRENT-LIABILITIES>                          382,486   
<BONDS>                                              0 
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                  46,005,281      
<TOTAL-LIABILITY-AND-EQUITY>                46,387,767        
<SALES>                                        430,140         
<TOTAL-REVENUES>                               579,827         
<CGS>                                          263,002         
<TOTAL-COSTS>                                   57,962         
<OTHER-EXPENSES>                               358,974      
<LOSS-PROVISION>                                     0     
<INTEREST-EXPENSE>                                   0      
<INCOME-PRETAX>                                162,115      
<INCOME-TAX>                                         0     
<INCOME-CONTINUING>                            162,115     
<DISCONTINUED>                                       0 
<EXTRAORDINARY>                                      0     
<CHANGES>                                            0 
<NET-INCOME>                                   162,115
<EPS-PRIMARY>                                     3.23
<EPS-DILUTED>                                     3.23
        


</TABLE>


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