INLAND CAPITAL FUND L P
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 #0-21606


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


         Delaware                                     #36-3767977
  (State or other jurisdiction      (I.R.S. Employer Identification Number) 
of incorporation or organization)


       2901 Butterfield Road, Oak Brook, Illinois         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 CAPITAL FUND, 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).............. $   767,481       708,979
  Investments in marketable securities (Note 1)...   1,500,000     2,000,000
  Accrued interest and other receivables..........      27,228        41,062
  Deposits and other assets.......................         946         1,279 
                                                   -----------    ---------- 
    Total current assets..........................   2,295,655     2,751,320

Investment properties and improvements
  (including acquisition fees paid to
  Affiliates of $1,418,902) (Notes 3 and 4).......  26,598,377    26,130,416

Deferred organization costs (net of accumulated
  amortization of $13,688 and $12,229 at June 30,
  1996 and December 31, 1995, respectively)
  (Note 1)........................................         893         2,352 
                                                   -----------    ----------
Total assets...................................... $28,894,925    28,884,088
                                                   ===========    ==========


</TABLE>




                See accompanying notes to financial statements.


                                    -2-
<PAGE>   3

                           INLAND CAPITAL FUND, 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................................ $    26,282        29,277
  Accrued real estate taxes.......................      72,395        77,815
  Due to Affiliates (Note 2)......................       1,610        26,531
  Unearned income.................................      19,764        27,431 
                                                   -----------    ----------
    Total current liabilities.....................     120,051       161,054 
                                                   -----------    ----------

Partners' capital (Notes 1 and 2):
  General Partner:
    Capital contribution..........................         500           500
    Cumulative net income.........................      12,617        12,097 
                                                   -----------    ----------
                                                        13,117        12,597 
                                                   -----------    ----------
  Limited Partners:
    Units of $1,000.  Authorized 60,000 Units,
    32,397.11 Units outstanding (net of offering
    costs of $4,466,765, of which $3,488,574 was
    paid to Affiliates)..........................   27,930,343    27,930,343
    Cumulative cash distributions.................    (646,474)     (646,334)
    Cumulative net income.........................   1,477,888     1,426,428 
                                                   -----------    ----------
                                                    28,761,757    28,710,437 
                                                   -----------    ----------
    Total Partners' capital.......................  28,774,874    28,723,034 
                                                   -----------    ----------
Total liabilities and Partners' capital........... $28,894,925    28,884,088 
                                                   ===========    ==========

</TABLE>





                See accompanying notes to financial statements.

                                    -3-

<PAGE>   4



                           INLAND CAPITAL FUND, 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 property (Notes
    1 and 3)....................... $    -       285,512       -       285,512
  Interest income..................    32,810     59,105     67,065    108,370
  Rental income....................    73,583     64,748    141,462    114,579 
                                    ---------    -------    -------    -------
                                      106,393    409,365    208,527    508,461 
                                    ---------    -------    -------    -------
Expenses:
  Cost of investment property sold.      -       221,078       -       221,078
  Professional services to
    Affiliates.....................     6,683      5,795     13,004     16,605
  Professional services to
    non-affiliates.................     1,775      1,871     26,220     21,671
  General and administrative
    expenses to Affiliates.........     6,260      7,383     15,165     14,814
  General and administrative
    expenses to non-affiliates.....     4,761      4,410      8,601      8,759
  Marketing expenses to Affiliates.     2,199      8,012     12,771     21,349
  Marketing expenses to
    non-affiliates.................     4,976      4,192     10,297      7,396
  Land operating expenses to
    Affiliates.....................    15,959     15,414     31,918     30,967
  Land operating expenses to
    non-affiliates.................    12,231     22,815     37,112     43,755
  Depreciation.....................      -          -          -         1,653
  Amortization of deferred
    organization costs.............       730        730      1,459      1,458 
                                    ---------    -------    -------    -------
                                       55,574    291,700    156,547    389,505 
                                    ---------    -------    -------    -------
Net income......................... $  50,819    117,665     51,980    118,956
                                    =========    =======    =======    ========

</TABLE>



                See accompanying notes to financial statements.


                                    -4-


<PAGE>   5
                           INLAND CAPITAL FUND, 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 allocated to:
  General Partner.................. $     508        532        520        545
  Limited Partners.................    50,311    117,133     51,460    118,411 
                                    =========    =======     ======    ======= 

    Net income..................... $  50,819    117,665     51,980    118,956
                                    =========    =======     ======    ======= 

Net income allocated to the one
  General Partner Unit............. $     508        532        520        545
                                    =========    =======     ======    ======= 

Net income allocated to Limited
  Partners per weighted average
  Limited Partnership Units
  of 32,397.11..................... $    1.55       3.62       1.59       3.66
                                    =========    =======     ======    ======= 


</TABLE>




                See accompanying notes to financial statements.


                                    -5-


<PAGE>   6


                           INLAND CAPITAL FUND, 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......................................   $  51,980       118,956 
  Adjustments to reconcile net income to net
      cash provided by operating activities:
    Amortization of deferred organization costs...       1,459         1,458
    Depreciation..................................        -            1,653
    Gain on sale of land and building.............        -          (64,434)
    Changes in assets and liabilities:
      Accrued interest and other receivables......      13,834       (12,127)
      Deposits and other assets...................         333        (8,943)
      Accounts payable............................      (2,995)       (9,950)
      Accrued real estate taxes...................      (5,420)       12,302
      Due to Affiliates...........................     (24,921)       (2,613)
      Unearned income.............................      (7,667)        6,985 
                                                     ---------     ---------
Net cash provided by operating activities.........      26,603        43,287 
                                                     ---------     ---------
Cash flows from investing activities:
  Sale (purchase) of marketable securities, net...     500,000      (250,000) 
  Purchase of and additions to investment 
    properties....................................    (467,961)     (706,271)
  Proceeds from sale of investment properties.....        -          285,512 
                                                     ---------     ---------
Net cash provided by (used in) investing
  activities......................................      32,039      (670,759)
                                                     ---------     ---------
Cash flows from financing activities:
  Distributions paid..............................        (140)         (109)
                                                     ---------     ---------
Net cash used in financing activities.............        (140)         (109)
                                                     ---------     ---------
Net increase (decrease) in cash and cash
  equivalents.....................................      58,502      (627,581)
Cash and cash equivalents at beginning of period..     708,979     2,722,009 
                                                     ---------     ---------
Cash and cash equivalents at end of period........   $ 767,481     2,094,428
                                                     =========     =========

</TABLE>



                See accompanying notes to financial statements.


                                    -6-


<PAGE>   7

                           INLAND CAPITAL FUND, 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 Capital Fund, L.P. (the "Partnership") was organized on June 21, 1991 by
the filing of a Certificate  of  Limited  Partnership under the Revised Uniform
Limited Partnership Act of the  State  of  Delaware.  On December 13, 1991, the
Partnership commenced an Offering of  60,000 Limited Partnership Units pursuant
to a Registration under the  Securities  Act  of 1933. The Amended and Restated
Agreement of Limited  Partnership  (the  "Partnership  Agreement") provides for
Inland Real Estate Investment Corporation  to  be the General Partner. On April
30, 1992, the Partnership received  and  accepted subscriptions for the minimum
offering of 2,500  Units.  Offering  proceeds  were  subsequently released from
escrow and were available  for  use  by  the Partnership and additional Limited
Partners have been admitted. On August 23, 1993, the Partnership terminated its
Offering of Units.  Subscriptions  for  a  total  of  32,399.28 Units have been
received from the public at $1,000  per  Unit resulting in $32,399,282 in gross
offering proceeds, not including the  General Partner's capital contribution of
$500. All of the holders of these  Units have been admitted to the Partnership.
As of June 30, 1996, the Partnership has repurchased a total of 2.174 Units for
$2,174 from various  Limited  Partners  through  the  Units Repurchase Program.
Under this program, Limited Partners may under certain circumstances have their
Units repurchased for an amount equal to their Invested Capital.

The preparation of financial  statements  in conformity with 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 are  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 CAPITAL FUND, 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 the parcels suffer  an impairment in value which is deemed
to be  other  than  temporary,  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 the 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.  Repair and  maintenance  expenses are charged to operations as
incurred.

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 when adopted in 1996.

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 $1,610  and  $6,417  was  unpaid  as  of June 30, 1996 and
December 31, 1995, respectively.






                                    -8-


<PAGE>   9


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

                         Notes to Financial Statements
                                  (continued)

                                 June 30, 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 $31,918 and
$30,967 have been  incurred  and  are  included  in  land operating expenses to
Affiliates for the six months  ended  June  30, 1996 and 1995, respectively, of
which $0 and $15,738 was  unpaid  as  of  June  30, 1996 and December 31, 1995,
respectively.

An  Affiliate  of  the  General  Partner  performed  marketing  and advertising
services for the  Partnership's  land  investments  and  was reimbursed (as set
forth under terms of the Partnership  Agreement)  for direct costs, of which $0
and $4,376 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  fees  of  $11,666  and  $8,674 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 CAPITAL FUND, L.P.
                           (a limited partnership)
                                      
                        Notes to Financial Statements
                                 (continued)
                                      
(3)  Investment Properties

All of the Partnership's investment properties are located in the collar
counties surrounding the Chicago metropolitan area.  The following real
property investments are owned by the Partnership as of June 30, 1996:

<TABLE>
<CAPTION>
                           Gross                                   Initial Costs                     Costs
                           Acres         Purchase/  ------------------------------------------    Capitalized     Costs of
Parcel    Location:      Purchased        Sales        Original     Acquisition        Total      Subsequent to   Property  
  #        County         /(Sold)         Date          Costs          Costs           Costs       Acquisition      Sold     
- ------    ---------      ---------      ----------  ------------    -----------       -------     -------------   --------
<S>        <C>           <C>            <C>         <C>             <C>            <C>             <C>            <C>   
  1        Kendall       108.8960       07/22/92    $   707,566        57,926         765,492         51,671         -     
                                                                                                                           
  2        McHenry       201.0000       11/09/93      2,020,314       122,145       2,142,459        186,300      196,473  
                         (17.742)       08/02/95                                                                           
                                                                                                                           
  3        Will           34.0474       03/04/94      1,235,830        88,092       1,323,922          9,711         -     
                                                                                                                           
  4        Will           86.9195       03/30/94      1,778,820       143,817       1,922,637         38,144         -     
                                                                                                                           
  5        LaSalle       190.9600       04/01/94        532,000        18,145         550,145         59,352         -     
                                                                                                                           
  6        DeKalb         59.0800       05/11/94        670,207        58,373         728,580        459,861         -     
                                                                                                                           
  7        Kendall       200.8210       07/28/94      1,506,158        82,999       1,589,157         17,454         -     
                                                                                                                           
  8        Kendall       133.0000       08/17/94      1,300,000       106,949       1,406,949          2,879         -     
                                                                                                                           
  9        LaSalle       335.9600       08/30/94        993,441        79,329       1,072,770         62,079         -     
                                                                                                                           
  10       Kendall       223.7470       09/16/94      2,693,025       205,660       2,898,685         21,499         -     
                                                                                                                           
10A(a)     Kendall         7.0390       09/16/94        206,975        15,806         222,781          1,327      221,078  
                          (7.0390)      04/21/95                                                                           
                                                                                                                           
  11       Kane          123.0000       09/26/94      1,353,000        75,551       1,428,551          3,989         -     
                                                                                                                           
  12       Kendall       110.2530       09/28/94        600,001        51,220         651,221          9,094         -     
                                                                                                                           
  13       LaSalle       352.7390       10/06/94      1,032,666        91,117       1,123,783         19,833         -     
                                                                                                                           
  14       Kendall       134.7760       10/26/94      1,000,000        81,674       1,081,674          4,406         -     
                                                                                                                           
  15       McHenry       169.5400       10/31/94      2,900,000        79,196       2,979,196         62,105         -     
                                                                                                                           
  16       McHenry       207.0754       11/30/94      1,760,256       101,388       1,861,644         63,021         -     
                                                                                                                           
  17       LaSalle       236.4400       12/07/94      1,060,286        74,735       1,135,021            244         -     
                                                                                                                           
  18       Kendall       386.9900       11/02/95        934,993       126,329       1,061,322           -            -     
                                                    -----------     ---------      ----------      ---------      -------
                                                    $24,285,539     1,660,450      25,945,989      1,072,969      417,551  
                                                    ===========     =========      ==========      =========      =======
</TABLE>

<TABLE>
<CAPTION>
                        Total   
                      Remaining    Current
                       Costs of   Year Gain
Parcel    Location:   Parcels at    On Sale
  #        County      6/30/96    Recognized
- ------    ---------   ----------  ----------
<S>        <C>      <C>           <C>
  1        Kendall     817,163        -     
                                            
  2        McHenry   2,132,286        -     
                                            
                                            
  3        Will      1,333,633        -     
                                            
  4        Will      1,960,781        -     
                                            
  5        LaSalle     609,497        -     
                                            
  6        DeKalb    1,188,441        -     
                                            
  7        Kendall   1,606,611        -     
                                            
  8        Kendall   1,409,828        -     
                                            
  9        LaSalle   1,134,849        -     
                                            
  10       Kendall   2,920,184        -     
                                            
10A(a)     Kendall        -           -     
                                            
                                            
  11       Kane      1,432,540        -     
                                            
  12       Kendall     660,315        -     
                                            
  13       LaSalle   1,143,616        -     
                                            
  14       Kendall   1,086,080        -     
                                            
  15       McHenry   3,041,301        -     
                                            
  16       McHenry   1,924,665        -     
                                            
  17       LaSalle   1,135,265        -     
                                            
  18       Kendall   1,061,322        -     
                    ----------   ----------
                    26,598,377        -
                    ==========   ==========
</TABLE>

                                   -10-
<PAGE>   11
                           INLAND CAPITAL FUND, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)

                                 June 30, 1996
                                  (unaudited)



(3) Investment Properties (continued)

(a) Included in the purchase of Parcel 10 was a house and several outbuildings,
    located on approximately seven acres, which was sold on April 21, 1995.

(b) Reconciliation of real estate owned:
<TABLE>
<CAPTION>
                                                       1996          1995
                                                       ----          ----

  <S>                                              <C>            <C>
  Balance at January 1,........................... $26,130,416    25,033,665
  Additions during period:
  Acquisitions....................................        -        1,061,322
  Improvements....................................     467,961       456,010 
                                                   -----------    ----------
                                                    26,598,377    26,550,997
  Sales during period.............................        -          420,581 
                                                   -----------    ----------
  Balance at end of period........................ $26,598,377    26,130,416
                                                   ===========    ==========
</TABLE>

(c) Reconciliation of accumulated depreciation:


<TABLE>
<CAPTION>
                                                       1996          1995
                                                       ----          ----
  <S>                                              <C>            <C>
  Balance at January 1,...........................        -            1,377
  Depreciation expenses...........................        -            1,653
  Sales during period.............................        -           (3,030)
                                                   -----------    ----------
  Balance at end of period........................ $      -             -
                                                   ===========    ==========

</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 2,873 acres of the approximately 3,278 acres owned.





                                   -11-
<PAGE>   12

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


Liquidity and Capital Resources

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

The Partnership used $25,945,989 of gross  offering proceeds to purchase, on an
all-cash basis, eighteen parcels of  land  and one building.  These investments
include the payment of  the  purchase  price,  acquisition fees and acquisition
costs of such properties.  One  of  the  parcels was purchased during 1992, one
during 1993, fifteen during 1994 and one during 1995.  As of June 30, 1996, the
Partnership has had two sales transactions through which it has disposed of the
building and approximately  twenty-five  acres  of  the  3,302 acres originally
owned.  As of June 30,  1996,  cumulative distributions to the Limited Partners
have totalled $646,474  (which  represents  a  return  of  Invested Capital, as
defined the Partnership Agreement).  Through June 30, 1996, the Partnership has
used $1,072,969 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, all
eighteen of its original parcels, all of  which are leased to local farmers and
are generating sufficient cash flow  from  farm  leases to cover property taxes
and insurance.

At June 30, 1996, the Partnership had cash, cash equivalents and investments in
marketable  securities  of  $2,267,481,  of  which  approximately  $183,000  is
reserved for the repurchase of Units  through the Unit Repurchase Program.  The
remaining $2,084,481 is available,  upon  maturity,  to be used for Partnership
expenses and liabilities, cash distributions  to partners, and other activities
with respect to some or  all  of  its  land  parcels.  The Partnership plans to
maximize its parcel sales effort in anticipation of rising land values.







                                   -12-


<PAGE>   13

The Partnership plans to enhance the  value of its land through pre-development
activities such as rezoning, annexation  and land planning. The Partnership has
already been successful in, or is in the process of pre-development activity on
a majority of the  Partnership's  land  investments.  Parcel  2, annexed to the
village of McHenry and zoned for a business park, has improvements underway and
sites are being marketed to potential buyers.  Parcel 4, zoned for a variety of
business uses, has two  separate  contracts  pending the buyer's due diligence.
Parcel 6, annexed to the  village  of  DeKalb  and zoned for twenty-five large,
residential lots, has completed the road  into the subdivision and the lots are
being marketed to homebuilders  and  individuals.  Parcels  15 and 16 have been
annexed to the village  of  Huntley  and  zoned  for residential and commercial
development.

Results of Operations

As of June 30, 1996, the  Partnership owned eighteen parcels of land consisting
of 3,278  acres.  Of  the  3,278  acres  owned,  approximately  2,873 acres are
tillable and leased to local farmers and are generating sufficient cash flow to
cover property taxes, insurance and other  miscellaneous expenses.  The sale of
investment property income and  the  cost  of investment property sold recorded
for the three and six months ended June 30, 1995 is a result of the sale of the
house and outbuildings located  on  approximately  seven  acres of Parcel 10 on
April 21, 1995. The increase  in  rental  income  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 annual increase in lease amounts from tenants. The increase
in 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 Partnership  purchasing  its  final  parcel,  Parcel 18, in November
1995. The decrease in land  operating  expenses to non-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  decreases in real estate taxes. The decrease in
depreciation six months ended  June  30,  1996,  as  compared to the six months
ended June 30, 1995, is due to  the  sale of the house and outbuildings located
on Parcel 10 during April 1995.

Interest income 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 the
Partnership using the remaining available capital to purchase its final parcel,
Parcel 18, in November 1995. The Partnership completed the purchase of its land
portfolio in 1995, and anticipates that  income  in future years will be earned
from leasing the land  and  sales  of  investment properties rather than income
from short-term investments.

Professional services to Affiliates decreased for the six months ended June 30,
1996, as compared to the six  months  ended  June 30, 1995, due to decreases in
in-house  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 to increases
in outside legal and other professional fees.






                                   -13-


<PAGE>   14
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 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 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>   15
                                  SIGNATURES



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



                            INLAND CAPITAL FUND, L.P.

                            By:   Inland Real Estate Investment Corporation
                                  General Partner


                                  /S/ ROBERT D. PARKS

                            By:   Robert D. Parks
                                  Chairman
                            Date: 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









                                   -15-

<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>                                         767,481
<SECURITIES>                                 1,500,000
<RECEIVABLES>                                   27,228
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,295,655
<PP&E>                                      26,598,377
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              28,894,925
<CURRENT-LIABILITIES>                          120,051
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                  28,774,874
<TOTAL-LIABILITY-AND-EQUITY>                28,894,925
<SALES>                                              0
<TOTAL-REVENUES>                               208,527
<CGS>                                                0
<TOTAL-COSTS>                                   69,030
<OTHER-EXPENSES>                                87,517
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 51,980
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             51,980
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    51,980
<EPS-PRIMARY>                                     1.59
<EPS-DILUTED>                                     1.59
        

</TABLE>


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