Item 1. Business
InLand Capital Fund, L.P. was formed on June 21, 1991 to invest in multiple parcels of land on an all-cash basis. On December 13, 1991, we commenced an offering of 60,000 limited partnership units or units at $1,000 per unit, pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. The offering terminated on August 23, 1993, after we sold 32,399.28 units, at $1,000 per unit, resulting in $32,399,282 in gross offering proceeds, not including our general partner's capital contribution of $500. All of the holders of these units have been admitted to our partnership. Inland Real Estate Investment Corporation is our general partner. Our limited partners share in their portion of benefits of ownership of our real property investments according to the number of units held. As of December 31, 2006, we have repurchased a total of 62 units for $56,253 from various limited partners through the unit repurchase program. Under this program, limited partners could, under certain circumstances, have their units repurchased for an amount equal to their original capital as reduced by distributions from net sale proceeds.
We purchased on an all-cash basis, 18 parcels of undeveloped land and one building and are engaged in the rezoning and resale of the parcels. All of the investments were made in the collar counties surrounding the Chicago metropolitan area. The anticipated holding period of the land was approximately two to seven years from the completion of the land portfolio acquisitions. As a result of the lengthy rezoning and entitlement processes and the no growth mentality of the municipalities where the land is located, our holding period has exceeded our original estimates. As of December 31, 2006, we have had multiple sales transactions through which we have disposed of a building and approximately 3,283 acres of the approximately 3,302 acres originally owned. We continue to market the remaining acres for sale.
We are engaged in the business of real estate investment which management considers being a single operating segment. A presentation of information about operating segments would not be material to an understanding of our business taken as a whole.
We believe we enhanced the value of our land through pre-development activities such as rezoning, annexation and land planning and have been successful in pre-development activity on several of our land investments. Our remaining parcel, Parcel 2, was annexed to the Village of McHenry and zoned for a business park. There are two phases of improvements complete and sites are being marketed to potential buyers. As of December 31, 2006, 17 lots remain to be sold.
In 2006, we sold 3 lots of Parcel 2. Undistributed net sales proceeds will be used to cover our operations, including property upgrades. We will evaluate our cash needs throughout the year to determine future distributions.
We had no employees during 2006.
Our general partner and its affiliates provide services to us. Our general partner and its affiliates are reimbursed for salaries and expenses of employees of the general partner and its affiliates relating to our administration. An affiliate of the general partner performs marketing and advertising services for us and is reimbursed for direct costs. An affiliate of the general partner performs property upgrades, rezoning, annexation and other activities to prepare our parcels for sale and is reimbursed for salaries and direct costs.
Access to Our Information
We electronically file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports with the Securities and Exchange Commission (SEC). The public may read and copy any of the reports that are filed with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at (800)-SEC-0330. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically.
We make available, free of charge, by responding to requests addressed to our director of investor relations, the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports. These reports are available as soon as reasonably practical after such material is electronically filed or furnished to the SEC.
Limited partners wishing to communicate with our general partner can do so by writing to the attention of the general partner care of our partnership at 2901 Butterfield Road, Oak Brook, IL 60523.
Item 1(a). Risk Factors
Pre-Development Stage Land
The net proceeds of the offering were invested in pre-development stage land. An investment in such land involves a number of potential risks, which include the following:
Environmental Risks. Federal and state environmental laws can impose substantial liability on owners of real estate without regard to fault, even when other parties are or were responsible for the environmental impairment. Environmental liabilities could cause us to incur significant expenses, including (but not limited to) the obligation to remedy or clean up hazardous substances (such as pesticides commonly used on farmland) or other pollutants, regardless of fault. Such liabilities could require us to dispose of a property at a loss, which could be substantial.
In addition, the value of our land is affected by the drainage pattern of such land and the surrounding area, the susceptibility of such land to flooding and the possibility that such land might be classified as "wetlands" by a government agency, thereby inhibiting or precluding development of the parcel.
Nature of Farm Leases and Limited Current Income. With the exception of limited amounts of cash which may be generated from leasing the land as farmland or for other revenue-producing activities, pre-development land does not generate current income. Nevertheless, we incur ongoing expenses in connection with the ownership of such land (for example, real estate taxes). At the same time, our farm rental revenue is subject to a farm tenant's ability to pay the contracted rent, which depends on fluctuations in commodity prices, bad weather, competition from other producers, changes in government farm policy (including price supports), pests and crop diseases. As of December 31, 2006, the Partnership did not have a farm lease for the remaining 19 acres owned.
Lack of Geographic Diversification. All of our land investments are located in the Chicago metropolitan area. The success of the partnership will, therefore, depend to a great extent upon the rate and amount of economic growth in the Chicago metropolitan area.
Partnership-Related Risks
Risk of Installment Sale. We may sell some land parcels on an installment basis (which means that the sale price will be received in installments during the term of the agreement). In the event we find it necessary or desirable to provide such financing upon the resale of our parcels, a liquidation of the partnership may be delayed beyond the time of disposition of the parcels until any such loans are repaid or otherwise liquidated. In the event of a default on an installment sale, we may be forced to reacquire a property.
No Market for Units. Our units are subject to certain restrictions on transferability. As a result of these restrictions, no public trading market is likely to develop for these securities, nor is one intended to develop. Purchasers of units may not, therefore, be able to liquidate their investment in the event of an emergency, and units may not be readily acceptable as collateral for a loan.
Conflicts of Interest. We may be subject to various conflicts of interest arising out of our relationship with our general partners and its affiliates. If the general partner or its affiliates breach their fiduciary obligations to us, or do not resolve these conflicts of interest to our benefit, we could suffer consequences which we might not otherwise be subject to if such conflicts of interest did not exist.
Federal Income Tax Aspects
Potential Receipt of UBTI. The incurrence of debt in connection with our pre-development and/or sales activities could cause the gain on the sale of parcels to constitute unrelated business taxable income ("UBTI") and affect limited partners that are tax-exempt entities.
Item 1(b). Unresolved Staff Comments
None
Item 2.
Item 2. Properties
We acquired fee ownership of the following real property investments:
Gross Acres
Remaining
Purchase/Sales
Parcel & Location
Purchased/Sold
Acres
Date
Parcel 1, Kendall County, Illinois
108.8960
-
07/22/92
(108.8960
sold 01/11/02)
Parcel 2, McHenry County, Illinois
201.0000
19.3800
11/09/93
(17.7420
sold 08/02/95)
(8.6806
sold various 1997)
(1.9290
sold various 1998)
(13.5030
sold various 1999)
(3.6400
sold 11/29/01)
(10.1600
sold various 2002)
(116.8454
sold various 2004)
(5.7000
sold various 2005)
(3.4200
sold 06/11/06)
Parcel 3, Will County, Illinois
34.0474
-
03/04/94
(34.0474
sold 02/04/99)
Parcel 4, Will County, Illinois
86.9195
-
03/30/94
(2.3050
sold various 1997)
(3.3600
sold various 1998)
(1.0331
sold 08/19/99)
(60.1000
sold various 2001)
(20.1214
sold 11/01/04)
Parcel 5, LaSalle County, Illinois
190.9600
-
04/01/94
(2.0600
sold 04/08/98)
(188.9000
sold 10/07/99)
Parcel 6, DeKalb County, Illinois
59.0800
-
05/11/94
(4.9233
sold Apr 1998)
(54.1567
sold 07/23/98)
Parcel 7, Kendall County, Illinois
200.8210
-
07/28/94
(168.1740
sold 09/18/03)
(32.6470
sold various 2005)
Parcel 8, Kendall County, Illinois
133.0000
-
08/17/94
(133.0000
sold 04/11/05)
Parcel 9, LaSalle County, Illinois
335.9600
-
08/30/94
(335.9600
sold 04/18/03)
Parcel 10, Kendall County, Illinois
230.7860
-
09/16/94
(7.0390
sold 04/21/95)
(2.9770
sold 11/03/99)
(127.4000
sold 08/14/02)
(84.3900
sold 01/09/04)
(8.9800
sold 12/15/05)
Gross Acres
Remaining
Purchase/Sales
Parcel & Location
Purchased/Sold
Acres
Date
Parcel 11, Kane County, Illinois
123.0000
-
09/26/94
(123.0000
sold 11/30/00)
Parcel 12, Kendall County, Illinois
110.2530
-
09/28/94
(59.9050
sold 04/16/01)
(50.3480
sold 09/18/03)
Parcel 13, LaSalle County, Illinois
352.7390
-
10/06/94
(10.0000
sold 07/27/98)
(342.7390
sold 08/31/98)
Parcel 14, Kendall County, Illinois
134.7760
-
10/26/94
(10.6430
sold 05/21/99)
(124.1330
sold 12/17/04)
Parcel 15, McHenry County, Illinois
169.5400
-
10/31/94
(169.5400
sold 02/26/04)
Parcel 16, McHenry County, Illinois
207.0754
-
11/30/94
(207.0754
sold 02/26/04)
Parcel 17, LaSalle County, Illinois
236.4400
-
12/07/94
(236.4400
sold various 2005)
Parcel 18, Kendall County, Illinois
386.9900
-
11/02/95
(386.9900
sold 08/31/98)
The general partner anticipated that the land we acquired would produce sufficient income to pay property taxes, insurance and other miscellaneous expenses, with surplus funds, if any, to be retained in the working capital reserve for pre-development activities. Income was derived from leases to farmers or from other activities compatible with our business plan for land parcels. It was not expected that we would generate cash distributions to the partners from farm leases or other leasing activities. Through December 31, 2006, we have earned total revenue from leasing our land or other revenue producing activities to cover real estate taxes and insurance expense. However, our remaining parcel has been developed and zoned as a business park and therefore we do not receive any rental income on this parcel. Our general partner has agreed to make a supplemental capital contribution to us if and to the extent that real estate taxes and insurance payable with respect to our land during a given year exceed the revenue earned by us during such year. Any supplemental capital contribution will be repaid only after limited partners have received, over the life of our partnership, a return of their original capital plus the 15% cumulative return. As of December 31, 2006, the general partner has not made any supplemental capital contributions.
Item 3.
Item 3. Legal Proceedings
We are not subject to any material pending legal proceedings.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of our security holders during 2006.
PART II
Item 5.
Item 5. Market for our Limited Partnership Units and Related Security Holder Matters
As of February 24, 2007, there were 2,575 holders of our units. There is no public market for units nor is it anticipated that any public market for units will develop.
For the years ended December 31, 2006 and 2005, we paid the following distributions:
Distributions to:
General partners
$
-
3,414,495
Limited partners
-
22,007,872
Total
$
-
25,422,367
Item 6.
Item 6. Selected Financial Data
INLAND CAPITAL FUND, L.P.
(a limited partnership)
For the years ended December 31, 2006, 2005, 2004, 2003 and 2002
(not covered by the Report of Independent Registered Public Accounting Firm)
Total assets
$
1,925,692
1,951,152
12,126,007
17,909,721
21,039,772
Total income
$
382,476
19,080,193
38,589,683
8,404,317
8,125,941
Net income
$
72,309
15,354,614
26,702,695
4,791,865
5,522,385
Net income (loss) allocated to the one general partner unit
$
(535)
3,413,794
4,889,586
396,565
375,864
Net income allocated per limited partnership unit
$
2.25
369.26
674.56
135.93
159.15
Distributions per limited partnership unit from sales
$
-
680.58
845.17
227.11
209.68
Weighted average limited partnership units
32,337
32,337
32,337
32,337
32,337
The above selected financial data should be read in conjunction with the financial statements and related notes appearing elsewhere in this annual report.
The net income per unit, basic and diluted, and distributions per unit are based upon the weighted average number of units outstanding.
All distributions from sales represent a return of original capital until such time as the limited partners have received distributions totaling their original capital. As of March 2004, the limited partners had received distributions in excess of their original capital
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this annual report on Form 10-K constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. These factors include, among other things; adverse changes in real estate, financing and general economic or local conditions; eminent domain proceedings; changes in the environmental conditions or changes in the environmental positions of governmental bodies; and potential conflicts of interest between us and our affiliates, including our general partner.
Critical Accounting Policies
On December 12, 2001, the Securities and Exchange Commission issued Financial Reporting Release or FRR No. 60 "Cautionary Advice Regarding Disclosure About Critical Accounting Policies." A critical accounting policy is one that would materially affect our operations or financial condition, and requires management to make estimates or judgements in certain circumstances. We believe that our most critical accounting policies relate to how we value our investment properties and mortgage loans receivable and revenue recognition. These judgements often result from the need to make estimates about the effect of matters that are inherently uncertain. The purpose of the FRR is to provide investors with an understanding of how management forms these policies. Critical accounting policies discussed in this section are not to be confused with accounting principles and methods disclosed in accordance with accounting principles generally accepted in the United States of America or GAAP. GAAP requires information in financial statements about accounting principles, methods used and disclosures pertaining to significant estimates. The following disclosure discusses judgements known to management pertaining to trends, events or uncertainties known which were taken into consideration upon the application of those policies and the likelihood that materially different amounts would be reported upon taking into consideration different conditions and assumptions.
Valuation of Investment Properties - On a quarterly basis, in accordance with Statement of Financial Accounting Standards No. 144, we conduct an impairment analysis to ensure that the carrying value of each property does not exceed its estimated fair value. If this were to occur, we would be required to record an impairment loss equal to the excess of carrying value over fair value.
In determining the value of an investment property and whether the property is impaired, management considers several factors such as projected capital expenditures and sales prices. The aforementioned factors are considered by management in determining the value of any particular property. The value of any particular property is sensitive to the actual results of any of these uncertain factors, either individually or taken as a whole. Should the actual results differ from management's judgement, the valuation could be negatively or positively affected.
The valuation and possible subsequent impairment of investment properties is a significant estimate that can and does change based on management's continuous process of analyzing each property. For the year ended December 31, 2006, we had recorded no such impairment.
Cost Allocation - We use the area method of cost allocation, which approximates the relative sales method of cost 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.
Revenue Recognition - We recognize income from the sale of land parcels in accordance with Statement of Financial Accounting Standards No. 66, "Accounting for Sales of Real Estate".
Liquidity and Capital Resources
On December 13, 1991, we commenced an offering of 60,000 limited partnership units or units at $1,000 per unit, pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. The offering terminated on August 23, 1993, after we had sold 32,399.28 units, at $1,000 per unit, resulting in $32,399,282 in gross offering proceeds, not including our general partner's capital contribution of $500. All of the holders of these units have been admitted to our partnership. Our limited partners share in their portion of benefits of ownership of our real property investments according to the number of units held.
We used $25,945,989 of gross offering proceeds to purchase, on an all-cash basis, 18 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 December 31, 2006, we have had multiple sales transactions through which we have disposed of a building and approximately 3,283 acres of the 3,302 acres originally owned. As of December 31, 2006, cumulative distributions to the limited partners have totaled $78,171,193 (which exceeds the original capital) and $9,546,406 to the general partner. Through December 31, 2006, we have used $5,867,262 of working capital for rezoning and other activities and such amount is included in investment properties.
As of December 31, 2006, we own in part one of our original parcels. At December 31, 2006, we had cash and cash equivalents of $910,350, which is available to be used for our costs and liabilities, cash distributions to partners, and other activities with respect to some or all of our land parcels.
In 2006, we sold 3.42 acres of Parcel 2. Undistributed net sales proceeds will be used to cover our operations. We will evaluate our cash needs throughout the year to determine future distributions.
We believe we enhanced the value of our land through pre-development activities such as rezoning, annexation and land planning. Our remaining parcel, Parcel 2, was annexed to the Village of McHenry and zoned for a business park. There are two phases of improvements complete and sites are being marketed to potential buyers. As of December 31, 2006, 17 lots remain to be sold.
Transactions with Related Parties
Our general partner and its affiliates are entitled to reimbursement for salaries and expenses of employees of the general partner and its affiliates relating to our administration. Such costs of $30,244, $43,569 and $49,752 for the years ended December 31, 2006, 2005 and 2004, respectively, are included in professional services and general and administrative expenses to affiliates, of which $3,358 and $7,686 was unpaid as of December 31, 2006 and 2005, respectively.
Our general partner is entitled to receive asset management fees equal to one-quarter of 1% of the original cost of our undeveloped parcels annually, limited to a cumulative total over our life of 2% of the parcels' original cost to us. Such fees of $1,032 and $16,913 have been incurred and paid for the years ended December 31, 2005 and 2004, respectively. As of March 31, 2005, we had met the limitation on this fee.
An affiliate of our general partner performed sales marketing and advertising services for us and was reimbursed for direct costs. Such costs of $8,218, $12,748, and $13,546 have been incurred and are included in marketing expenses to affiliates for the years ended December 31, 2006, 2005, and 2004, respectively.
An affiliate of the general partner performed property upgrades, rezoning, annexation and other activities to prepare our land investments for sale and was reimbursed for salaries and direct costs. For the years ended December 31, 2006 and 2005, we incurred $15,008 and $84,245, respectively, of such costs. The affiliate did not take a profit on any project. Such costs are included in investment properties, of which $3,000 and $21,537 was unpaid at December 31, 2006 and 2005, respectively.
Results of Operations
As of December 31, 2006, we owned one parcel of land consisting of approximately 19 acres.
Sales of investment properties of $260,805 and cost of investment properties sold of $134,998 for the year ended December 31, 2006 are the result of the sale of three lots of Parcel 2. Sales of investment properties of $18,854,392 and the cost of investment properties sold of $3,429,636 for the year ended December 31, 2005 are the result of sales at Parcels 2, 7, 8, 10 and 17. Sales of investment properties of $37,505,082 and the cost of investment properties sold of $11,427,904 for the year ended December 31, 2004 are the result of sales at Parcels 2, 4,10,14,15 and 16. The sales activity for the years ended December 31, 2005 and 2004 is the result of favorable zoning and a change in our marketing approach to target homebuilders, commercial users and land developers.
Rental income was $0, $13,872, and $83,500 for the years ended December 31, 2006, 2005, and 2004, respectively. These decreases are due to decreases in tillable acres as a result of land sales and pre-development activity on our land investments. In 2006, we did not have a farm lease for the remaining 19 acres owned of Parcel 2.
Interest income was $35,541, $203,180, and $518,118 for the years ended December 31, 2006, 2005, and 2004, respectively. Interest income is primarily a result of the interest income earned on short term investments prior to the distribution of the sales proceeds. The decrease in interest income for 2006 is due to a decrease in cash available for investing due to the decrease in sales. The increase in interest income in 2004 is the result of the interest received on the installment sale of Parcel 1.
Income tax expenses were $43,291, $108,615, and $218,863 for the years ended December 31, 2006, 2005, and 2004, respectively, and is due to state taxes paid and accrued as a result of the land sales.
Marketing expenses to non-affiliates were $2,016, $30,103, and $58,302 for the years ended December 31, 2006, 2005, and 2004. In 2004, we fully implemented the change in our marketing approach to target homebuilders, industrial users and land developers through direct mailings, newspaper and trade publication advertising and an enhanced website. In 2005 and 2006, marketing expenses decreased as we took advantage of our established marketing plans.
Land operating expenses to affiliates were $0, $1,032 and $16,913 for the years ended December 31, 2006, 2005 and 2004, respectively and relate to asset management fees paid. Our general partner is entitled to receive asset management fees equal to one-quarter of 1% of the original cost of our undeveloped parcels annually, limited to a cumulative total over our life of 2% of the parcels' original cost to us. These amounts decrease as acres are sold. As of March 31, 2005, we had met the limit on this fee.
Land operating expenses to non-affiliates were $23,475, $23,667, and $30,481 for the years ended December 31, 2006, 2005, and 2004, respectively. These costs primarily include real estate tax expense and ground maintenance expense and insurance expense on the parcels owned. These amounts decrease as acres are sold.
Our Partnership Agreement
Our partnership agreement defines the allocation of profits and losses, and available cash. If and to the extent that real estate taxes and insurance payable with respect to our land during a given year exceed our revenues, our general partner will make a supplemental capital contribution of such amount to us to ensure that we have sufficient funds to make such payments.
Distributions of net sale proceeds will be allocated between the general partner and the limited partners based upon both an aggregate overall return to the limited partners and a separate return with respect to each parcel of land we purchased.
Profits and losses from operations (other than capital transactions) will be allocated 99% to the limited partners and 1% to the general partner. The net gain from a sale of our properties is first allocated among the partners in proportion to the negative balances, if any, in their respective capital accounts. Thereafter, except as provided below, net gain is allocated to the general partner in an amount equal to the proceeds distributable to the general partner from such sale and the balance of any net gain is allocated to the limited partners. If the amount of net gain realized from a sale is less than the amount of cash distributed to the general partner from such sale, we will allocate income or gain to the general partner in an amount equal to the excess of the cash distributed to the general partner with respect to such sale as quickly as permitted by law. Any net loss from a sale will be allocated to the limited partners.
As a general rule, net sale proceeds will be distributed 90% to the limited partners and 10% to the general partner until the limited partners have received from net sale proceeds (i) a return of their original capital plus (ii) a noncompounded cumulative preferred return of 15% on their invested capital. However, with respect to each parcel of land, the general partner's 10% share was subordinated until the limited partners receive a return of the original capital attributed to such parcel ("parcel capital") plus a 6% per annum noncompounded cumulative preferred return thereon.
After the amounts described in items (i) and (ii) above and any previously subordinated distributions to the general partner have been paid, and the amount of any supplemental capital contributions have been repaid to the general partner, subsequent distributions shall be paid 75% to the limited partners and 25% to the general partner without considering parcel capital. If, after all net sale proceeds have been distributed, the general partner has received more than 25% of all net sale proceeds (exclusive of distributions made to the limited partners to return their original capital), the general partner shall contribute to us for distribution to the limited partners an amount equal to such excess.
Any distributions from net sales proceeds at a time when invested capital is greater than zero shall be deemed applied first to reduction of such invested capital before application to payment of any deficiency in the 15% noncompounded cumulative preferred return.
Off-Balance Sheet Arrangements, Contractual Obligations, Liabilities and Contracts and Commitments
None
Item 7(a). Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data
INLAND CAPITAL FUND, L.P.
(a limited partnership)
Index
Schedules not filed:
All schedules have been omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.
Report of Independent Registered Public Accounting Firm
To the Partners of
InLand Capital Fund, L.P.
We have audited the accompanying balance sheets of InLand Capital Fund, L.P. (a limited partnership) (“the Partnership”) as of December 31, 2006 and 2005, and the related statements of operations, partners’ capital, and cash flows for the years then ended. The financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of InLand Capital Fund, L.P. as of December 31, 2006 and 2005, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Grant Thornton LLP
Chicago, Illinois
March 22, 2007
INLAND CAPITAL FUND, L.P.
(a limited partnership)
Balance Sheets
December 31, 2006 and 2005
Assets
Current assets:
Cash and cash equivalents (Note 1)
$
910,350
829,410
Accrued interest and other receivables
9,079
Other current assets
3,726
4,299
Total current assets
914,993
842,788
Other assets
233,074
233,074
Investment properties and improvements (including acquisition fees paid to Affiliates of $9,918 and $11,668 at December 31, 2006 and 2005 respectively) (Notes 3 and 4)
777,625
875,290
Total assets
$
1,925,692
1,951,152
See accompanying notes to financial statements.
INLAND CAPITAL FUND, L.P.
(a limited partnership)
Balance Sheets
(continued)
December 31, 2006 and 2005
Liabilities and Partners' Capital
Current liabilities:
Accounts payable
$
239,444
314,452
Accrued real estate taxes
1,626
1,522
Due to Affiliates (Note 3)
6,358
29,223
Total current liabilities
247,428
345,197
Partners' capital:
General Partner:
Capital contribution
Cumulative cash distributions
(9,546,406)
(9,546,406)
Cumulative net income
9,558,012
9,558,547
12,106
12,641
Limited Partners:
Units of $1,000. Authorized 60,000 Units, 32,337 outstanding at December 31, 2006 and 2005, (net of offering costs of $4,466,765,
of which $3,488,574 was paid to Affiliates)
27,876,265
27,876,265
Cumulative cash distributions
(78,171,193)
(78,171,193)
Cumulative net income
51,961,086
51,888,242
1,666,158
1,593,314
Total Partners' capital
1,678,264
1,605,955
Total liabilities and Partners' capital
$
1,925,692
1,951,152
See accompanying notes to financial statements.
INLAND CAPITAL FUND, L.P.
(a limited partnership)
Statements of Operations
For the years ended December 31, 2006, 2005, and 2004
Income:
Sale of investment properties and improvements
$
260,805
18,854,392
37,505,082
Recognition of deferred gain on sale of investment properties and improvements
-
-
477,783
Rental income
-
13,872
83,500
Interest income
35,541
203,180
518,118
Other income
86,130
8,749
5,200
382,476
19,080,193
38,589,683
Expenses:
Cost of investment properties sold
134,998
3,429,636
11,427,904
Professional services to Affiliates
14,673
21,790
30,387
Professional services to non-affiliates
45,043
45,944
41,262
General and administrative expenses to Affiliates
15,571
21,779
19,365
General and administrative expenses to non- affiliates
22,882
30,265
17,204
Income tax expense
43,291
108,615
218,863
Marketing expenses to Affiliates
8,218
12,748
13,546
Marketing expenses to non-affiliates
2,016
30,103
58,302
Land operating expenses to Affiliates
-
1,032
16,913
Land operating expenses to non-affiliates
23,475
23,667
30,481
Bad debt expense
-
-
12,761
310,167
3,725,579
11,886,988
Net income
$
72,309
15,354,614
26,702,695
See accompanying notes to financial statements.
INLAND CAPITAL FUND, L.P.
(a limited partnership)
Statements of Operations
(continued)
For the years ended December 31, 2006, 2005, and 2004
Net income (loss) allocated to (Note 2):
General Partner
$
(535)
3,413,794
4,889,586
Limited Partners
72,844
11,940,820
21,813,109
Net income
$
72,309
15,354,614
26,702,695
Net income (loss) per the one General
Partner Unit
$
(535)
3,413,794
4,889,586
Net income per Unit, basic and diluted, allocated to Limited Partners per weighted average Limited Partnership Units (32,337 for the years ended December 31, 2006, 2005, and 2004)
$
2.25
369.26
674.56
See accompanying notes to financial statements.
INLAND CAPITAL FUND, L.P.
(a limited partnership)
Statements of Partners' Capital
For the years ended December 31, 2006, 2005, and 2004
General
Limited
Partner
Partners
Total
Balance at January 1, 2004
$
11,865
17,177,588
17,189,453
Distributions to Partners ($845.17 per weighted average Limited Partnership Units of 32,337) (Note 2)
(4,888,109)
(27,330,331)
(32,218,440)
Net income
4,889,586
21,813,109
26,702,695
Balance at December 31, 2004
13,342
11,660,366
11,673,708
Distributions to Partners ($680.58 per weighted average Limited Partnership Units of 32,337) (Note 2)
(3,414,495)
(22,007,872)
(25,422,367)
Net income
3,413,794
11,940,820
15,354,614
Balance at December 31, 2005
$
12,641
1,593,314
1,605,955
Net income (loss)
(535)
72,844
72,309
Balance at December 31, 2006
$
12,106
1,666,158
1,678,264
See accompanying notes to financial statements.
INLAND CAPITAL FUND, L.P.
(a limited partnership)
Statements of Cash Flows
For the years ended December 31, 2006, 2005, and 2004
Cash flows from operating activities:
Net income
$
72,309
15,354,614
26,702,695
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Gain on sale of investment properties
(125,807)
(15,424,756)
(26,077,178)
Recognition of deferred gain
-
-
(477,783)
Bad debt expense
-
-
12,761
Changes in assets and liabilities:
Accrued interest and other receivables
8,162
1,163
174,172
Other current assets
3,643
(1,523)
Accounts payable
(75,008)
(105,231)
415,806
Accrued real estate taxes
(9,721)
(38,743)
Due to Affiliates
(22,865)
12,846
(7,436)
Unearned income
-
(4,996)
(146,439)
Other assets
-
(11,808)
(218,192)
Net cash provided by (used in) operating activities
(142,532)
(184,246)
338,140
Cash flows from investing activities:
Additions to investment properties
(37,333)
(97,457)
(194,552)
Principal payments collected on mortgage loans receivable
-
-
846,737
Proceeds from sale of investment properties
260,805
18,854,392
37,505,082
Net cash provided by investing activities
223,472
18,756,935
38,157,267
Cash flows from financing activities:
Distributions paid
-
(25,422,367)
(32,218,440)
Net cash used in financing activities
-
(25,422,367)
(32,218,440)
Net increase (decrease) in cash and cash equivalents
80,940
(6,849,678)
6,276,967
Cash and cash equivalents at beginning of year
829,410
7,679,088
1,402,121
Cash and cash equivalents at end of year
$
910,350
829,410
7,679,088
See accompanying notes to financial statements.
INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
For the years ended December 31, 2006, 2005, and 2004
(1) Organization and Basis of Accounting
InLand Capital Fund, L.P. (the "Partnership") was organized on June 21, 1991 by the filing of a Certificate of Limited Partnership under the Revised Uniform Limited Partnership Act of the State of Delaware. On December 13, 1991, the Partnership commenced an Offering of 60,000 Limited Partnership Units pursuant to a Registration under the Securities Act of 1933. The Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement") provides for Inland Real Estate Investment Corporation to be the General Partner. The Offering terminated on August 23, 1993, with total sales of 32,399.28 Units, at $1,000 per Unit, resulting in $32,399,282 in gross offering proceeds, not including the General Partner's capital contribution of $500. All of the holders of these Units have been admitted to the Partnership. The Limited Partners of the Partnership share in their portion of benefits of ownership of the Partnership's real property investments according to the number of Units held. As of December 31, 2006, the Partnership had repurchased and canceled a total of 62 Units for $56,253 from various Limited Partners through the Unit Repurchase Program. Under this program, Limited Partners could under certain circumstances have their Units repurchased for an amount equal to their Invested Capital.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") 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. Certain reclassifications were made to the 2005 financial statements to conform to the 2006 presentation.
Offering costs have been offset against the Limited Partners' capital accounts.
The Partnership considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
The Partnership recognizes income from the sale of land parcels in accordance with Statement of Financial Accounting Standards No. 66, "Accounting for Sales of Real Estate".
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. For parcels with significant buildings and improvements (Parcel 10, described in Note 4), the Partnership recorded the buildings and improvements at a cost based upon the appraised value at the date of acquisition. Repair and maintenance expenses are charged to operations as incurred.
INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
A presentation of information about operating segments as required in SFAS No. 131 "Disclosures About Segments of an Enterprise and Related Information" would not be material to an understanding of the Partnership's business taken as a whole as the Partnership is engaged in the business of real estate investment which management considers to be a single operating segment.
No provision for Federal income taxes has been made as the liability for such taxes is that of the Partners rather than the Partnership.
The Partnership records are maintained on the accrual basis of accounting in accordance with GAAP. The Federal income tax return has been prepared from such records after making appropriate adjustments, if any, to reflect the Partnership's accounts as adjusted for Federal income tax reporting purposes. Such adjustments are not recorded on the records of the Partnership. The net effect of these items is summarized as follows:
The net income per Unit is based upon the weighted average number of Units of 32,337 during 2006 and 2005.
The Partnership is required to pay a withholding tax to the Internal Revenue Service with respect to a Partner's allocable share of the Partnership's taxable net income, if the Partner is a foreign person. The Partnership will first pay the withholding tax from the distributions to any foreign person, and to the extent that the tax exceeds the amount of distributions withheld, or if there have been no distributions to withhold, the excess will be accounted for as a distribution to the foreign person. Future withholding tax payments will be made every April, June, September and December.
INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
New Accounting Pronouncements
In April 2006, the FASB issued FASB Staff Position ("FSP") 46R-6: Determining the Variability to Be Considered in Applying FASB Interpretation No. 46(R). This FSP addresses certain implementation issues related to FIN 46(R). Specifically, FSP FIN 46R-6 addresses how a reporting enterprise would determine the variability to be considered in applying FIN 46(R). The variability that is considered in applying FIN 46(R) affects the determination of (a) whether an entity is a variable interest entity (VIE), (b) which interests are "variable interests" in the entity, and (c) which party, if any, is the primary beneficiary of the VIE. That variability affects any calculation of expected losses and expected residual returns, if such a calculation is necessary. The Partnership does not believe that this will have a material impact on its financial statements.
In June 2006, the FASB ratified the EITF's consensus on Issue No. 06-3: How Taxes Collected from Customers and Remitted to Governmental Authorities should be Presented in the Income Statement (That is, Gross versus Net Presentation). Specifically, EITF No. 06-3 addresses any tax assessed by a governmental authority that is directly imposed on a revenue-producing transaction between a seller and a customer and may include, but is not limited to, sales, use, value added, and some excise taxes. An accounting policy decision determines if the presentation should be on a gross or a net basis in the income statement. The Partnership does not believe that this will have a material impact on its financial statements.
Also in June 2006, the FASB issued Interpretation No. 48: Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109. This Interpretation defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognizing, classification, interest and penalties, accounting in interim periods, disclosure and transition. This Interpretation is effective for fiscal years beginning after December 15, 2006. The Partnership is currently evaluating and has not yet completed our evaluation on whether the adoption of Interpretation No. 48 will have a material effect on our financial statements.
In September 2006, the SEC's staff issued SAB No. 108: Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. This Bulletin provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. The guidance in this Bulletin must be applied to financial reports covering the first fiscal year ending after November 15, 2006. The Partnership determined that the adoption of SAB 108 did not have a material impact on its financial statements.
INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(2) Partnership Agreement
The Partnership Agreement defines the allocation of profits and losses, and available cash. If and to the extent that real estate taxes and insurance payable with respect to the Partnership's land during a given year exceed revenues of the Partnership, the General Partner will make a Supplemental Capital Contribution of such amount to the Partnership to ensure that it has sufficient funds to make such payments.
Distributions of Net Sale Proceeds will be allocated between the General Partner and the Limited Partners based upon both an aggregate overall return to the Limited Partners and a separate return with respect to each parcel of land purchased by the Partnership.
Profits and losses from operations (other than capital transactions) will be allocated 99% to the Limited Partners and 1% to the General Partner. The net gain from a sale of Partnership properties is first allocated among the Partners in proportion to the negative balances, if any, in their respective capital accounts. Thereafter, except as provided below, net gain is allocated to the General Partner in an amount equal to the proceeds distributable to the General Partner from such sale and the balance of any net gain is allocated to the Limited Partners. If the amount of net gain realized from a sale is less than the amount of cash distributed to the General Partner from such sale, the Partnership will allocate income or gain to the General Partner in an amount equal to the excess of the cash distributed to the General Partner with respect to such sale as quickly as permitted by law. Any net loss from a sale will be allocated to the Limited Partners.
As a general rule, Net Sale Proceeds will be distributed 90% to the Limited Partners and 10% to the General Partner until the Limited Partners have received from Net Sale Proceeds (i) a return of their Original Capital plus (ii) a noncompounded Cumulative Preferred Return of 15% on their Invested Capital. However, with respect to each parcel of land, the General Partner's 10% share will be subordinated until the Limited Partners receive a return of the Original Capital attributed to such parcel ("Parcel Capital") plus a 6% per annum noncompounded cumulative preferred return thereon.
After the amounts described in items (i) and (ii) above and any previously subordinated distributions to the General Partner have been paid, and the amount of any Supplemental Capital Contributions have been repaid to the General Partner, subsequent distributions shall be paid 75% to the Limited Partners and 25% to the General Partner without considering Parcel Capital. If, after all Net Sale Proceeds have been distributed, the General Partner has received more than 25% of all Net Sale Proceeds (exclusive of distributions made to the Limited Partners to return their Original Capital), the General Partner shall contribute to the Partnership for distribution to the Limited Partners an amount equal to such excess.
Any distributions from Net Sales Proceeds at a time when Invested Capital is greater than zero shall be deemed applied first to reduction of such Invested Capital before application to payment of any deficiency in the 15% noncompounded Cumulative Preferred Return.
INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(3) Transactions with Affiliates
The General Partner and its Affiliates are entitled to reimbursement for salaries and expenses of employees of the General Partner and its Affiliates relating to the administration of the Partnership. Such costs are included in professional services and general and administrative expenses to Affiliates, of which $3,358 and $7,686 was unpaid as of December 31, 2006 and 2005, 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 $1,032 and $16,913 have been incurred and paid for the years ended December 31, 2005 and 2004, respectively and are reported as land operating expenses to Affiliates on the statement of operations. As of March 31, 2005, we had met the limit on this fee.
An Affiliate of the General Partner performed sales marketing and advertising services for the Partnership and was reimbursed (as set forth under terms of the Partnership Agreement) for direct costs. Such costs of $8,218, $12,748, and $13,546 have been incurred and are included in marketing expenses to affiliates for the years ended December 31, 2006, 2005, and 2004, 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 salaries and direct costs. For the years ended December 31, 2006 and 2005, the Partnership incurred $15,008, and $84,245, respectively, of such costs. The Affiliate did not take a profit on any project. Such costs are included in investment properties of which $3,000 and $21,537 was unpaid at December 31, 2006 and 2005, respectively.
INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(4) Investment Properties
INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(4) Investment Properties (continued)
INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(4) Investment Properties (continued)
(a)
Included in the purchase of Parcel 10 was a house and several outbuildings, located on approximately seven acres, which were sold on April 21, 1995.
(b)
The aggregate cost of real estate owned at December 31, 2006 for Federal income tax purposes was approximately $830,000(unaudited).
(c)
Reconciliation of real estate owned:
Balance at January 1,
$
875,290
4,207,469
Additions during year
37,333
97,457
Sales during year
(134,998)
(3,429,636)
Balance at December 31,
$
777,625
875,290
(d)
On a quarterly basis, in accordance with Statement of Financial Accounting Standards No. 144, the Partnership conducts an impairment analysis to ensure that the carrying value of each property does not exceed its estimated fair value. If this were to occur, the Partnership would be required to record an impairment loss equal to the excess of carrying value over fair value.
In determining the value of an investment property and whether the property is impaired, management considers several factors such as projected capital expenditures and sales prices. The aforementioned factors are considered by management in determining the value of any particular property. The value of any particular property is sensitive to the actual results of any of these uncertain factors, either individually or taken as a whole. Should the actual results differ from management's judgment, the valuation could be negatively or positively affected.
The valuation and possible subsequent impairment of investment properties is a significant estimate that can and does change based on management's continuous process of analyzing each property. For the year ended December 31, 2006, the Partnership had recorded no such impairment.
(5) Farm Rental Income
The Partnership has determined that all leases relating to the farm parcels were operating leases. Accordingly, rental income was reported when earned.
As of December 31, 2006, the Partnership did not have a farm lease for the remaining 19 acres owned.
NLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(6) Selected Quarterly Financial Data (unaudited)
The following represents the results of operations for each quarter during the years ended December 31, 2006, 2005, and 2004
12/31/06
09/30/06
06/30/06
03/31/06
Total income
$
89,386
14,694
267,538
10,858
Net income (loss)
65,763
(23,673)
107,706
(77,487)
Net income (loss) allocated to the limited partners
65,105
(23,436)
107,887
(76,712)
Net income (loss) per limited partnership unit, basic and diluted
2.00
(0.72)
3.34
(2.37)
12/31/05
09/30/05
06/30/05
03/31/05
Total income
$
6,097,864
94,615
12,101,818
785,896
Net income
5,613,945
53,091
9,145,259
542,319
Net income allocated to the limited partners
2,517,200
52,560
9,145,932
225,128
Net income per limited partnership unit,
basic and diluted
77.84
1.63
282.83
6.96
12/31/04
09/30/04
06/30/04
03/31/04
Total income
$
9,204,616
4,447,527
634,768
24,302,772
Net income
6,191,320
2,783,675
509,280
17,218,420
Net income allocated to the limited partners
4,473,358
2,780,078
510,345
14,049,328
Net income per limited partnership unit,
basic and diluted
138.34
85.97
15.78
434.47
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There were no disagreements on accounting or financial disclosure matters during 2006.
Item 9(a). Controls and Procedures
Our general partner conducted, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in timely alerting them to material information that is required to be disclosed in the periodic reports that we must file with the Securities and Exchange Commission.
There were no significant changes in our internal controls over financial reporting during the fourth quarter of 2006 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Item 9 (b). Other Information
Not applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Our general partner, Inland Real Estate Investment Corporation (IREIC), was organized in 1984 for the purpose of acting as general partner of limited partnerships formed to acquire, own and operate real properties. Our general partner is a wholly owned subsidiary of The Inland Group, Inc. The general partner has responsibility for all aspects of our operations.
During 2004, the board of directors of our general partner formalized the audit committee. The Audit Committee is not independent of our general partner and consists of Catherine L. Lynch, committee chair and financial expert, Brenda G. Gujral, Roberta S. Matlin and Gary Pechter. The audit committee is responsible for engaging our independent registered public accounting firm, reviewing the plans and results of the audit engagement with our independent registered public accounting firm and consulting with the independent registered public accounting firm regarding the adequacy of our internal accounting controls.
During 2004, our general partner adopted a Code of Ethics that applies to all of its employees.
Officers and Directors
The officers, directors, and key employees of IREIC and its affiliates that are likely to provide services to us are as follows. Ages are listed as of January 1, 2007.
Functional Title
Daniel L. Goodwin
Director
Robert H. Baum
Director, General Counsel of IREIC
Robert D. Parks
Chairman
Brenda G. Gujral
Director, President and principal executive officer of the Partnership
Catherine L. Lynch
Treasurer
Roberta S. Matlin
Director, Senior Vice President-Investments
Guadalupe Griffin
Vice President-Asset Management
Kelly Tucek
Vice President-Partnership Accounting and principal financial officer of the Partnership
Cathleen M. Hrtanek
Assistant Counsel, The Inland Real Estate Group, Inc., Counsel to the Partnership
DANIEL L. GOODWIN (age 63) has been with Inland since 1968 and is a founding and controlling stockholder of, and the chairman of the board and chief executive officer of, The Inland Group. Mr. Goodwin also serves as a director or officer of entities wholly owned or controlled by The Inland Group. In addition, Mr. Goodwin is the chairman of the board of Inland Real Estate Corporation, chairman of the board and chief executive officer of Inland Mortgage Investment Corporation and chairman of the board and chief executive officer of Inland Bancorp Holding Company, a bank holding company. Mr. Goodwin also serves on the management committee of Inland Real Estate Corporation.
Mr. Goodwin is a member of the National Association of Realtors, the Illinois Association of Realtors and the Northern Illinois Commercial Association of Realtors. He is also the author of a nationally recognized real estate reference book for the management of residential properties. Mr. Goodwin serves on the Board of the Illinois State Affordable Housing Trust Fund. He has served as an advisor for the Office of Housing Coordination Services of the State of Illinois, and as a member of the Seniors Housing Committee of the National Multi-Housing Council. He has served as Chairman of the DuPage County Affordable Housing Task Force and presently serves as chairman of New Directions Affordable Housing Corporation.
Mr. Goodwin obtained his bachelor's and master's degrees from Illinois state universities. Following graduation, he taught for five years in the Chicago public schools system. More recently, Mr. Goodwin has served as a member of the board of governors of Illinois State Colleges and Universities. He is vice chairman of the board of trustees of Benedictine University, vice chairman of the board of trustees of Springfield College and chairman of the board of Northeastern Illinois University.
ROBERT H. BAUM (age 63) has been with Inland since 1968 and is one of the founding stockholders. Mr. Baum is vice chairman and executive vice president and general counsel of The Inland Group. In his capacity as general counsel, Mr. Baum is responsible for the supervision of the legal activities of The Inland Group and its affiliates. This responsibility includes the supervision of The Inland Law Department and serving as liaison with outside counsel. Mr. Baum has served as a member of the North American Securities Administrators Association Real Estate Advisory Committee and as a member of the Securities Advisory Committee to the Secretary of State of Illinois. He is a member of the American Corporation Counsel Association and has also been a guest lecturer for the Illinois State Bar Association. Mr. Baum has been admitted to practice before the Supreme Court of the United States, as well as the bars of several federal courts of appeals and federal district courts and the State of Illinois. He is also a licensed real estate broker. He has served as a director of American National Bank of DuPage and currently serves as a director of Inland Bancorp Holding Company and of Westbank. Mr. Baum also is a member of the Governing Council of Wellness House, a charitable organization that exists to improve the quality of life for people whose lives have been affected by cancer and its treatment by providing psychosocial and educational support for cancer patients, their families and friends.
ROBERT D. PARKS (age 63) has been with Inland since 1968 and is one of the founding stockholders. He also is chairman of Inland Real Estate Investment Corporation, director of Inland Securities Corporation and a director of Inland Investment Advisors, Inc. Mr. Parks is president, chief executive officer, and a director of Inland Real Estate Corporation and serves on its management committee. He is also chairman and an affiliated director of Inland Western Retail Real Estate Trust, Inc. He is chairman and an affiliated director of Inland American Real Estate Trust, Inc. Mr. Parks is responsible for the ongoing administration of existing investment programs, corporate budgeting and administration for Inland Real Estate Investment Corporation. He oversees and coordinates the marketing of all investments and investor relations.
Prior to joining Inland, Mr. Parks was a school teacher in Chicago's public schools. He received his B.A. Degree from Northeastern Illinois University and his M.A. Degree from the University of Chicago. He is a registered Direct Participation Program Limited Principal with the National Association of Securities Dealers, Inc. He is also a member of the Real Estate Investment Association, the Financial Planning Association, the Foundation for Financial Planning, as well as a member of the National Association of Real Estate Investment Trusts.
BRENDA G. GUJRAL (age 64) is president, chief operating officer and a director of Inland Real Estate Investment Corporation (IREIC). She is also president, chief operating officer and a director of Inland Securities Corporation (ISC), a member firm of the National Association of Securities Dealers (NASD). Mrs. Gujral is also a director of Inland Investment Advisors, Inc., an investment advisor. She is also Chief Executive Officer and an affiliated director of Inland Western Retail Real Estate Trust, Inc., chairperson of the board of Inland Real Estate Exchange Corporation and President and an affiliated director of Inland American Retail Real Estate Trust, Inc.
Mrs. Gujral has overall responsibility for the operations of IREIC, including the distribution of checks to over 70,000 investors, review of periodic communications to those investors, the filing of quarterly and annual reports for Inland’s publicly registered investment programs with the Securities and Exchange Commission, compliance with other SEC and NASD securities regulations both for IREIC and ISC, review of asset management activities, and marketing and communications with the independent broker/dealer firms selling Inland’s current and prior programs. Mrs. Gujral works with internal and outside legal counsel in structuring and registering the prospectuses for IREIC’s investment programs and in connection with the preparation of its offering documents and registering the related securities with the Securities and Exchange Commission and state securities commissions.
Mrs. Gujral has been with the Inland organization for more than 20 years, becoming an officer in 1982. Prior to joining Inland, she worked for the Land Use Planning Commission establishing an office in Portland, Oregon, to implement land use legislation for that state.
She is a graduate of California State University. She holds Series 7, 22, 39 and 63 licenses with the NASD. Mrs. Gujral is a member of the National Association of Real Estate Investment Trusts (NAREIT) and the National Association for Female Executives.
CATHERINE L. LYNCH (age 48) joined Inland in 1989 and is the treasurer of Inland Real Estate Investment Corporation. Ms. Lynch is responsible for managing the corporate accounting department. Prior to joining Inland, Ms. Lynch worked in the field of public accounting for KPMG LLP since 1980. She received her B.S. Degree in Accounting from Illinois State University. Ms. Lynch is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and the Illinois CPA Society. She is registered with the National Association of Securities Dealers as a Financial Operations Principal.
ROBERTA S. MATLIN (age 62) joined Inland Real Estate Investment Corporation (IREIC) in 1984 as director of investor administration and currently serves as senior vice president of IREIC, directing the day-to-day internal operations. Ms. Matlin is a director of IREIC and president and director of Inland Investment Advisors, Inc., and Intervest Southern Real Estate Corporation, and a director and vice president of Inland Securities Corporation. She is the president of Inland American Advisory Services, Inc. Since 2003, she has been vice president of administration of Inland Western Retail Real Estate Trust, Inc., and since 2004, vice president of administration of Inland American Real Estate Trust, Inc. She was vice president of administration of Inland Real Estate Corporation from 1995 until 2000 and of Inland Retail Real Estate Trust, Inc from 1998 until 2004. From June 2001 until April 2004, she was a trustee and executive vice president of Inland Mutual Fund Trust. Prior to joining Inland, she worked for the Chicago Region of the Social Security Administration of the Untied States Department of Health and Human Services. Ms. Matlin is a graduate of the University of Illinois. She holds Series 7, 22, 24, 39, 63 and 65 licenses with the National Association of Securities Dealers.
GUADALUPE GRIFFIN (age 42) joined Inland in 1994. Ms. Griffin serves as vice president of Inland Real Estate Investment Corporation and assistant vice president of Inland Midwest Investment Corporation. Ms. Griffin is responsible for the asset management and day-to-day operations of the public and private partnerships which include the development of operating and disposition strategies for the partnerships and investor communications. Prior to joining Inland, Ms. Griffin was employed by the University of Illinois at Chicago Center for Urban Educational Research and Development as Assistant to the Director of the Nation of Tomorrow Program; a privately funded multi-million dollar program, which provided educational and
empowerment services to youths and their families in four inner-city schools. Ms. Griffin holds an Illinois Real Estate Sales License.
KELLY TUCEK (age 44) joined Inland in 1989 and is a vice president of Inland Real Estate Investment Corporation and beginning in 2006, vice president, controller of Inland Western Retail Real Estate Advisory Services, Inc. As of August 1996, Ms. Tucek is responsible for the investment accounting department which includes all public partnership accounting functions along with quarterly and annual SEC filings. Prior to joining Inland, Ms. Tucek was on the audit staff of Coopers and Lybrand since 1984. She received her B.A. Degree in Accounting and Computer Science from North Central College.
CATHLEEN M. HRTANEK (age 30) joined Inland in 2005 and is an Assistant Counsel of The Inland Real Estate Group, Inc., and a member of the Audit Committee for all public partnerships sponsored by IREIC. In her capacity as their counsel, Ms. Hrtanek has been admitted to practice law in the State of Illinois. She is also a licensed real estate broker. Ms. Hrtanek received her undergraduate degree from the University of Notre Dame and her law degree from Loyola University of Chicago School of Law.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires directors, executive officers and beneficial owners of more than ten percent of our partnership units to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission and to provide us with copies of such reports. Based solely on a review of the copies provided to us and written representations from such reporting persons, we believe that all applicable Section 16(a) filing requirements have been met for such reporting persons.
Item 11.
Item 11. Executive Compensation
Our general partner is entitled to receive a share of cash distributions of net sales proceeds based upon both an aggregate overall return to the limited partners and a separate return with respect to each parcel of land purchased by us.
Our partnership agreement defines the allocation of profits and losses, and available cash. If and to the extent that real estate taxes and insurance payable with respect to our land during a given year exceed our revenues, our general partner will make a supplemental capital contribution of such amount to us to ensure that we have sufficient funds to make such payments.
Distributions of net sale proceeds will be allocated between the general partner and the limited partners based upon both an aggregate overall return to the limited partners and a separate return with respect to each parcel of land we purchased.
Profits and losses from operations (other than capital transactions) will be allocated 99% to the limited partners and 1% to the general partner. The net gain from a sale of our properties is first allocated among the partners in proportion to the negative balances, if any, in their respective capital accounts. Thereafter, except as provided below, net gain is allocated to the general partner in an amount equal to the proceeds distributable to the general partner from such sale and the balance of any net gain is allocated to the limited partners. If the amount of net gain realized from a sale is less than the amount of cash distributed to the general partner from such sale, we will allocate income or gain to the general partner in an amount equal to the excess of the cash distributed to the general partner with respect to such sale as quickly as permitted by law. Any net loss from a sale will be allocated to the limited partners.
As a general rule, net sale proceeds will be distributed 90% to the limited partners and 10% to the general partner until the limited partners have received from net sale proceeds (i) a return of their original capital plus
(ii) a noncompounded cumulative preferred return of 15% on their invested capital. However, with respect to each parcel of land, the general partner's 10% share will be subordinated until the limited partners receive a return of the original capital attributed to such parcel ("parcel capital") plus a 6% per annum noncompounded cumulative preferred return thereon.
After the amounts described in items (i) and (ii) above and any previously subordinated distributions to the general partner have been paid, and the amount of any supplemental capital contributions have been repaid to the general partner, subsequent distributions shall be paid 75% to the limited partners and 25% to the general partner without considering parcel capital. If, after all net sale proceeds have been distributed, the general partner has received more than 25% of all net sale proceeds (exclusive of distributions made to the limited partners to return their original capital), the general partner shall contribute to us for distribution to the limited partners an amount equal to such excess.
Any distributions from net sales proceeds at a time when invested capital is greater than zero shall be deemed applied first to reduction of such invested capital before application to payment of any deficiency in the 15% noncompounded cumulative preferred return.
We are permitted to engage in various transactions involving affiliates of our general partner.
Our general partner and its affiliates may be reimbursed for its expenses or out-of-pocket costs relating to our administration. As of December 31, 2006, such costs were $30,244, of which $3,358 was unpaid.
Our general partner is entitled to receive asset management fees equal to one-quarter of 1% of the original cost of our undeveloped land annually, limited to a cumulative total over our life of 2% of the land's original cost to us. For the year ended December 31, 2005, we incurred $1,032 in asset management fees, all of which was paid. As of March 31, 2005, we had met the limit on this fee.
An affiliate of our general partner performed sales marketing and advertising services for us and was reimbursed (as set forth under terms of the partnership agreement) for direct costs. For the year ended December 31, 2006, such costs were $8,218, all of which was paid.
An affiliate of the general partner performed property upgrades, rezoning, annexation and other activities to prepare our land investments for sale and was reimbursed (as set forth under terms of the partnership agreement) for salaries and direct costs. For the year ended December 31, 2006, we incurred $15,008 of such costs, of which $3,000 was unpaid, and are included in investment properties.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a)
No person or group is known by us to own beneficially more than 5% of the outstanding units of our partnership.
(b)
The officers and directors of the general partner of our partnership own as a group the following units of our partnership as of December 31, 2006:
Amount and Nature of Beneficial
Percent
Title of Class
Ownership
of Class
Limited partnership units
11.09 Units directly
Less than 1/2%
No officer or director of our general partner possesses a right to acquire beneficial ownership of units of our partnership.
All of the outstanding shares of our general partner are owned by an affiliate or its officers and directors as set forth above in Item 10.
(c)
There exists no arrangement, known to us, the operation of which may, at a subsequent date, result in a change in our control.
Item 13.
Item 13. Certain Relationships and Related Transactions
There were no significant transactions or business relationships with the general partner, affiliates or their management other than those described in Items 10 and 11 above. Reference is made to Note 3 of the Notes to Financial Statements (Item 8 of this annual report) for information regarding related party transactions.
Item 14:
Item 14: Principal Accountant Fees and Services
Fees. Aggregate fees for professional services rendered by our independent registered public accounting firm were as follows:
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)
The financial statements listed in the index at page 14 of this annual report are filed as part of this annual report.
(b)
Exhibits.
(c)
Financial Statement Schedules:
All schedules have been omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.
(d)
Reports on Form 8-K.
None.
No annual report or proxy material for the year 2006 has been sent to our limited partners. An annual report will be sent to the limited partners subsequent to this filing and we will furnish copies of such report to the Commission when it is sent to the limited partners.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
Inland Real Estate Investment Corporation
General Partner
/s/
Brenda G. Gujral
By:
Brenda G. Gujral
President and director
Date:
March 22, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
By:
Inland Real Estate Investment Corporation
General Partner
/s/
Brenda G. Gujral
By:
Brenda G. Gujral
President and director
Date:
March 22, 2007
/s/
Guadalupe Griffin
By:
Guadalupe Griffin
Vice President
Date:
March 22, 2007
/s/
Kelly Tucek
By:
Kelly Tucek
Vice President and
principal financial officer
Date:
March 22, 2007
/s/
Robert D. Parks
By:
Robert D. Parks
Chairman
Date:
March 22, 2007
/s/
Daniel L. Goodwin
By:
Daniel L. Goodwin
Director
Date:
March 22, 2007