INLAND LAND APPRECIATION FUND II LP
10-Q, 1996-08-12
REAL ESTATE
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<PAGE>   1
                                 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 June 30, 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:  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-
<PAGE>   2
                    INLAND LAND APPRECIATION FUND II, L.P.
                            (a limited partnership)

                                Balance Sheets

                      June 30, 1996 and December 31, 1995
                                  (unaudited)



                                    Assets
                                    ------
<TABLE>
<CAPTION>

                                                       1996          1995
                                                       ----          ----
<S>                                                <C>            <C>
Current assets:
  Cash and cash equivalents (Note 1).............. $ 4,070,930     5,097,705
  Investments in marketable securities (Note 1)...   2,025,000          -
  Accounts and accrued interest receivable........      56,390        19,900
  Deposits and other current assets...............       1,462         2,544 
                                                   -----------    ----------
    Total current assets..........................   6,153,782     5,120,149 
                                                   -----------    ----------

Investment properties (including acquisition
  fees paid to Affiliates of $2,029,733 and
  $2,049,707 at June 30, 1996 and December 31,
  1995, respectively) (Notes 1 and 3):
  Land and improvements...........................  40,259,472    40,799,412
  Buildings.......................................      93,082        93,082 
                                                   -----------    ----------
                                                    40,352,554    40,892,494
  Less accumulated depreciation...................      10,730         9,179 
                                                   -----------    ----------
Total investment properties, net of accumulated
  depreciation....................................  40,341,824    40,883,315 
                                                   -----------    ----------
Total assets...................................... $46,495,606    46,003,464
                                                   ===========    ===========


</TABLE>






                See accompanying notes to financial statements.


                                      -2-
<PAGE>   3


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

                                Balance Sheets
                                  (continued)

                      June 30, 1996 and December 31, 1995
                                  (unaudited)



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

<TABLE>
<CAPTION>
                                                        1996          1995
                                                        ----          ----
<S>                                                <C>            <C>
Current liabilities:
  Accounts payable................................ $    32,542        21,907
  Accrued real estate taxes.......................      95,499        97,271
  Due to Affiliates (Note 2)......................       4,229        11,167
  Unearned income.................................      51,796        29,898 
                                                   -----------    ---------- 
    Total current liabilities.....................     184,066       160,243 
                                                   -----------    ---------- 
Partners' capital (Notes 1 and 2):
  General Partner:
   Capital contribution...........................         500           500 
   Cumulative net income..........................     448,502       447,723
   Cumulative cash distributions..................     (93,034)      (93,034)
                                                   -----------    ---------- 
                                                       355,968       355,189 
                                                   -----------    ---------- 
  Limited Partners:
   Units of $1,000. Authorized 60,000 Units,
    50,184.52 and 50,193.52 Units outstanding
    as of June 30, 1996 and December 31, 1995,
    respectively (net of offering costs of
    $7,532,439, of which $2,535,445 was paid
    to Affiliates)................................  42,655,371    42,663,992
   Cumulative net income..........................   6,137,164     5,660,948
   Cumulative cash distributions..................  (2,836,963)   (2,836,908)
                                                   -----------    ----------
                                                    45,955,572    45,488,032 
                                                   -----------    ---------- 
    Total Partners' capital.......................  46,311,540    45,843,221 
                                                   -----------    ---------- 
Total liabilities and Partners' capital........... $46,495,606    46,003,464
                                                   ===========    ========== 


</TABLE>


                See accompanying notes to financial statements.

                                      -3-

<PAGE>   4

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

                           Statements of Operations

           For the three and six months ended June 30, 1996 and 1995
                                  (unaudited)

<TABLE>
<CAPTION>
                                         Three months           Six months
                                            ended                 ended
                                           June 30,              June 30, 
                                           --------              --------
                                        1996       1995       1996       1995
                                        ----       ----       ----       ----
<S>                                 <C>         <C>        <C>        <C>
Income:
  Sale of investment properties
    (Notes 1 and 3)................ $  822,086  2,581,616  1,252,226  2,735,746
  Rental income (Note 4)...........     96,881    105,896    173,621    206,397
  Interest income..................     82,356     11,657    155,303     21,933
  Other income.....................       -         1,300       -         1,300
                                    ----------  ---------  ---------  ---------
                                     1,001,323  2,700,469  1,581,150  2,965,376
                                    ----------  ---------  ---------  ---------

Expenses:
  Cost of investment properties
    sold...........................    590,076  1,674,823    853,078  1,792,103
  Professional services to
    Affiliates.....................      5,176      8,701      9,941     19,978
  Professional services to
    non-affiliates.................        394        496     30,368     28,304
  General and administrative
    expenses to Affiliates.........      8,842      8,291     20,855     17,670
  General and administrative
    expenses to non-affiliates.....      7,227      6,396     29,153     11,829
  Marketing expenses to Affiliates.      4,665     19,272     26,377     46,614
  Marketing expenses to
    non-affiliates.................      3,005      6,569      8,587     10,023
  Land operating expenses to
    Affiliates.....................     23,162     25,023     46,380     50,253
  Land operating expenses to
    non-affiliates.................     43,121     41,073     77,865     73,600
  Depreciation.....................        775        776      1,551      1,552
                                    ----------  ---------  ---------  ---------
                                       686,443  1,791,420  1,104,155  2,051,926
                                    ----------  ---------  ---------  ---------
Net income......................... $  314,880    909,049    476,995    913,450
                                    ==========  =========  =========  =========

</TABLE>



                See accompanying notes to financial statements.


                                      -4-
<PAGE>   5
                    INLAND LAND APPRECIATION FUND II, L.P.
                            (a limited partnership)

                           Statements of Operations
                                  (continued)

           For the three and six months ended June 30, 1996 and 1995
                                  (unaudited)

<TABLE>
<CAPTION>
                                          Three months           Six months
                                             ended                 ended
                                            June 30,              June 30, 
                                            --------              --------
                                        1996        1995      1996       1995
                                        ----        ----      ----       ----
<S>                                  <C>          <C>        <C>        <C>
Net income (loss) allocated to:
  General Partner..................  $     829         22        779       (302)
  Limited Partners.................    314,051    909,027    476,216    913,752
                                     ---------    -------    -------    -------
Net income.........................  $ 314,880    909,049    476,995    913,450
                                     =========    =======    =======    =======

Net income (loss) allocated to the
  one General Partner Unit.........  $     829         22        779       (302)
                                     =========    =======    =======    =======
Net income per weighted average
  Limited Partner Unit (50,194.52
  and 50,226.52 for the three months
  ended June 30, 1996 and 1995,
  respectively, and 50,192.49 and
  50,229.01 for the six months
  ended June 30, 1996 and 1995,
  respectively)....................  $    6.26      18.10       9.49      18.19
                                     =========    =======    =======    =======


</TABLE>





                 See accompanying notes to financial statements.


                                      -5-

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

                            Statements of Cash Flows

                 For the six months ended June 30, 1996 and 1995
                                   (unaudited)


<TABLE>
<CAPTION>
                                                        1996          1995
                                                        ----          ----
<S>                                                <C>            <C>
Cash flows from operating activities:
  Net income...................................... $   476,995       913,450 
  Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
    Depreciation..................................       1,551         1,552 
    Gain on sale of investment properties.........    (399,148)     (943,643)
    Changes in assets and liabilities:
      Accounts and accrued interest receivable....     (36,490)      (25,519)
      Deposits and other current assets...........       1,082        (6,773)
      Accounts payable............................      10,635         6,855
      Accrued real estate taxes...................      (1,772)          937
      Due to Affiliates...........................      (6,938)       (2,111)
      Unearned income.............................      21,898        (7,997)
                                                   -----------    ----------
Net cash provided by (used in) operating
  activities......................................      67,813       (63,249)
                                                   -----------    ----------

Cash flows from investing activities:
  Additions to investment properties..............    (313,138)   (1,076,690) 
  Sale (purchase) of marketable securities, net...  (2,025,000)         -    
  Proceeds from sale of investment properties.....   1,252,226     2,735,746 
                                                   -----------    ----------
Net cash provided by (used in) investing
  activities......................................  (1,085,912)    1,659,056 
                                                   -----------    ----------

Cash flows from financing activities:
  Foreign Partners' withholding...................         (55)          (80)
  Repurchase of Limited Partnership Units.........      (8,621)       (4,889)
                                                   -----------    ----------
Net cash used in financing activities.............      (8,676)       (4,969)
                                                   -----------    ----------
Net increase (decrease) in cash and                                
  cash equivalents................................  (1,026,775)    1,590,838 
Cash and cash equivalents at beginning of
  period..........................................   5,097,705       896,813 
                                                   -----------    ----------
Cash and cash equivalents at end of period........ $ 4,070,930     2,487,651 
                                                   ===========    ==========


</TABLE>


                See accompanying notes to financial statements.


                                      -6-

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

                         Notes to Financial Statements

                                 June 30, 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 June 30, 1996, the  Partnership  has  repurchased a total of 291.65 Units
for $288,360 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.

Investments purchased with a maturity of three months or more are considered to
be  investments  in  marketable  securities  and  are  carried  at  cost, which
approximates fair value.




                                      -7-

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

                         Notes to Financial Statements
                                  (continued)

                                 June 30, 1996
                                  (unaudited)



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 June 30, 1996, there were no such impairments.

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.



                                      -8-
<PAGE>   9

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

                         Notes to Financial Statements
                                  (continued)

                                 June 30, 1996
                                  (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 to Affiliates and  general and administrative expenses to
Affiliates, of which $4,229  and  $7,536  was  unpaid  as  of June 30, 1996 and
December 31, 1995, 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 $46,380 and
$50,253 have been incurred for  the  six  months  ended June 30, 1996 and 1995,
respectively, and are included in land operating expenses to Affiliates, all of
which have been paid.

An  Affiliate  of  the  General  Partner  performed  marketing  and advertising
services of the Partnership's land investments and was reimbursed (as set forth
under terms of the Partnership  Agreement)  for  direct  costs, of which $0 and
$3,631 was unpaid as of June 30, 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  $12,604  and  $10,992 have been
incurred for the six months ended June 30, 1996 and 1995, respectively, and are
included in investment properties, all of which have been paid.





                                      -9-

<PAGE>   10
                                      
                    INLAND LAND APPRECIATION FUND II, L.P.
                           (a limited partnership)
                                      
                        Notes to Financial Statements
                                 (continued)
                                      
(3) Investment Properties

The following real property investments are owned by the Partnership as of 
June 30, 1996:

<TABLE>
<CAPTION>

                                                                                                            Total        
                   Gross                                                          Costs                    Remaining     Current
                   Acres    Purchase/              Initial Costs               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       6/30/96     Recognized 
- ------  --------- -------- --------- ------------  -----------   ---------    -------------    --------   ------------  ----------
<C>      <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        177,282         -       2,405,647         -

   2     Kendall   41.118   07/06/90     549,639       43,889      593,528          6,979         -         600,507         -

   3     Kendall  120.817   11/06/90   1,606,794      101,863    1,708,657          5,618         -       1,714,275         -

   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        138,600         -       2,187,798         -

   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        243,661         -         968,618         -

   8     Kane     325.394   06/14/91   3,496,700      262,275    3,758,975         23,757       10,000    3,772,732         -
                    (.870)  04/03/96

   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         16,416      177,298      941,812         -
                   (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         79,649         -       1,551,438         -

  17     Kendall    3.462   10/30/91     435,000       22,326      457,326            148         -         457,474         -

  18     McHenry  139.1697  11/07/91   1,160,301       58,190    1,218,491        189,143         -       1,407,634         -

  19     Kane     436.236   12/13/91   4,362,360      321,250    4,683,610        110,770         -       4,794,380         -    
                                     -----------    ---------   ----------      ---------      -------   ----------     ----------
        Subtotal                     $25,004,359    1,535,371   26,539,730      1,011,658      644,441   26,906,947         -


</TABLE>

                                     -10-
<PAGE>   11

                    INLAND LAND APPRECIATION FUND II, L.P.
                            (a limited partnership)
                                       
                         Notes to Financial Statements
                                  (continued)

(3) Investment Properties (continued)

<TABLE>
<CAPTION>                                                                                                   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        6/30/96    Recognized 
- -----  --------- --------- ---------   ----------  ------------    -----     --------------   --------     ----------  ----------
<S>    <C>        <C>       <C>       <C>            <C>         <C>             <C>            <C>       <C>            <C>

        Subtotal                      $25,004,359    1,535,371   26,539,730      1,011,658      644,441   26,906,947        -

  20       Kane &
         Kendall  400.129   01/31/92    1,692,623      101,318    1,793,941         38,291         -       1,832,232        -

  21     Kendall   15.013   05/26/92      250,000       23,844      273,844          6,179         -         280,023        -

  22     Kendall  391.959   10/30/92    3,870,000      283,186    4,153,186         88,826      164,804    4,077,208      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      4,224,074    3,683,002    4,024,387     304,878
                  (11.525)  07/16/93
                  (56.53)   Var 1995
                  (10.41)   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         51,082         -       1,321,949        -

  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      5,443,422    6,405,169   40,352,554     399,148
                                      ===========    =========   ==========      =========    =========   ==========     ======= 

</TABLE>

(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 June 30, 1996, 101 of the
     243 single-family  lots.  Of  the  142  remaining single-family lots, 133
     under contract for sale with homebuilders.  Under the purchase schedules,
     these lots would be sold by April 1997.



                                       
                                     -11-

<PAGE>   12
                    INLAND LAND APPRECIATION FUND II, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)

                                 June 30, 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....................................     313,138     2,257,644 
                                                    ----------    ----------
                                                    41,205,632    45,522,604
  Sales during period.............................     853,078     4,630,110 
                                                    ----------    ----------
  Balance at end of period........................ $40,352,554    40,892,494
                                                   ===========    ========== 

(e) Reconciliation of accumulated depreciation:
                                                        1996         1995
                                                        ----         ----
  Balance at January 1,........................... $     9,179         6,076
  Depreciation expense............................       1,551         3,103
  Sales during period.............................        -             -    
                                                    ----------    ----------
  Balance at end of period........................ $    10,730         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 June 30, 1996, the Partnership  had  farm leases of generally one year in
duration, for approximately 3,094 acres of the approximately 3,567 acres owned.






                                     -12-


<PAGE>   13

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
June 30, 1996,  the  Partnership  has  had  multiple sales transactions through
which it has disposed  of  approximately  913  acres of the approximately 4,480
acres originally owned.   As  of  June  30, 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 June 30, 1996,
the Partnership has used $5,443,422 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,  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 June 30, 1996, the Partnership had cash, cash equivalents and investments in
marketable  securities  of  $6,095,930,  of  which  approximately  $287,000  is
reserved for the repurchase of Units  through the Unit Repurchase Program.  The
remaining $5,808,930 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.







                                     -13-

<PAGE>   14

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, annexed to the
Village of Huntley and  zoned  for  residential and commercial development, has
improvements underway and sites are being marketed to potential buyers.  Parcel
7, annexed to the Village  of  McHenry  and zoned residential, has improvements
underway and sites are being marketed to potential buyers. Parcel 18, zoned for
multi- and single-family use, is being marketed to potential homebuilders.

Results of Operations

The sale of investment properties income and cost of investment properties sold
recorded for the six months ended  June  30,  1996 is a result of the continued
lot sales at the Ponds of Mill  Race Creek Subdivision (Parcel 23), the sale of
approximately 5 1/2 acres of  Parcel  22  during  January of 1996 and a roadway
easement of approximately 4 1/2 acres of  Parcel 8 during April 1996.  The sale
of investment properties income and cost of investment properties sold recorded
for the six months ended June 30,  1995  is  a result of sales at the Mill Race
Creek Subdivision (Parcel 23).  As  of  June 30, 1996, the Partnership has sold
101 of the 243 single-family lots at The Ponds of Mill Race Creek.

As of  June  30,  1996,  the  Partnership  owned  twenty-four  parcels  of land
consisting of  approximately  3,563  acres  and  one  office  building.  Of the
approximately 3,567 acres owned, 3,094  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  and  six  months ended June 30, 1996, as
compared to the three  and  six  months  ended  June  30,  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.  Land operating expenses to non-affiliates increased for the three and
six months ended June 30, 1996, as  compared  to the three and six months ended
June 30, 1995, is due to an  increase in assessment fees relating to Parcel 23.
This increase was  partially  offset  by  decreases  in repair and maintenance,
insurance and real estate taxes.

Interest income increased for the three and  six months ended June 30, 1996, as
compared to  the  three  and  six  months  ended  June  30,  1995,  due  to the
Partnership replenishing its working  capital  reserve primarily from the sales
at Parcel 23 and the sale of Parcel 25 and an increase in interest rates.

Professional services to  Affiliates  decreased  for  the  three and six months
ended June 30, 1996, as compared  to  the  three  and six months ended June 30,
1995, due to a  decreases  in  legal  and  accounting  services required by the
Partnership.  Professional  services  to  non-affiliates  increased for the six
months ended June 30, 1996, as compared  to the six months ended June 30, 1995,
due primarily to an increase in outside legal services.





                                     -14-

<PAGE>   15

General and administrative expenses to  Affiliates  increased for the three and
six months ended June 30, 1996, as  compared  to the three and six months ended
June 30, 1995,  due  primarily  to  an  increase  in investor service expenses.
General and administrative expenses  to  non-affiliates increased for the three
and six months ended June 30,  1996,  as  compared  to the three and six months
ended June 30, 1995, due primarily  to  an increase in the Illinois Replacement
Tax owed by the Partnership in 1996.

Marketing expenses to Affiliates decreased  for  the three and six months ended
June 30, 1996, as compared to the three and six months ended June 30, 1995, due
to  a  decrease  in  expenses   relating   to  marketing  and  advertising  the
Partnership's land investments.  Marketing expenses to non-affiliates decreased
for the three and six months ended June  30, 1996, as compared to the three and
six months ended June 30,  1995,  due  to  a decrease 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.





                                     -15-
<PAGE>   16
                                  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: August 12, 1996


                                  /S/ PATRICIA A. CHALLENGER

                            By:   Patricia A. Challenger
                                  Senior Vice President
                            Date: August 12, 1996


                                  /S/ CYNTHIA M. HASSETT

                            By:   Cynthia M. Hassett
                                  Principal Financial Officer and
                                  Principal Accounting Officer
                            Date: August 12, 1996





                                     -16-

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                       4,070,930
<SECURITIES>                                 2,025,000
<RECEIVABLES>                                   56,390
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             6,153,782
<PP&E>                                      40,352,554
<DEPRECIATION>                                  10,730
<TOTAL-ASSETS>                              46,495,606
<CURRENT-LIABILITIES>                          184,066
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                  46,311,540
<TOTAL-LIABILITY-AND-EQUITY>                46,495,606
<SALES>                                      1,252,226
<TOTAL-REVENUES>                             1,581,150
<CGS>                                          853,078
<TOTAL-COSTS>                                  124,245
<OTHER-EXPENSES>                               125,281
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                476,995
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            476,995
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   476,995
<EPS-PRIMARY>                                     9.49
<EPS-DILUTED>                                     9.49
        

</TABLE>


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