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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For The Quarterly Period Ended March 31, 2004

or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File #0-21606

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

Delaware

36-3767977

(State of organization)

(I.R.S. Employer Identification Number)

   

2901 Butterfield Road, Oak Brook, Illinois

60523

(Address of principal executive office)

(Zip Code)

Registrant's telephone number, including area code:  630-218-8000

                      N/A                   
(Former name, former address and former fiscal
year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  X  No     

Indicate by a checkmark whether the registrant is an accelerated filer (as defined in Securities Exchange Act Rule 12b-2)          __ Yes           X  No






- -1-


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

Balance Sheets

March 31, 2004 and December 31, 2003
(unaudited)

Assets

 

   

2004

2003

Current assets:

     

  Cash and cash equivalents (Note 1)

$

5,517,938

1,402,121

  Accrued interest and other receivables (net of allowance for
    doubtful accounts of $62,289 at March 31, 2004 and December 31,     2003) (Note 5)

 

215,492

184,414

Current portion of mortgage loan receivable (net of allowance for   doubtful accounts of $135,000 at March 31, 2004 and December 31,   2003) (Note 5)

 

802,850

872,872

  Other current assets

 

17,414

6,419

       

Total current assets

 

6,553,694

2,465,826

       

Other assets

 

233,074

3,074

Investment properties and improvements (including acquisition fees paid   to Affiliates of $403,157 and $630,226 at March 31, 2004 and   December 31, 2003, respectively) (Note 3)

 

8,646,558

15,440,821

       

Total assets

$

15,433,326

17,909,721























See accompanying notes to financial statements.

-2-


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

Balance Sheets
(continued)

March 31, 2004 and December 31, 2003
(unaudited)

Liabilities and Partners' Capital

 

   

2004

2003

Current liabilities:

     

  Accounts payable

$

400,222 

3,877 

  Accrued real estate taxes

 

45,055 

49,986 

  Due to Affiliates (Note 2)

 

25,328 

23,813 

  Unearned income

 

107,197 

151,435 

       

Total current liabilities

 

577,802 

229,111 

       

Deferred gain on sale (Note 5)

 

447,651 

491,157 

       

Total liabilities

 

1,025,453 

720,268 

       

Partners' capital:

     

  General Partner:

     

    Capital contribution

 

500 

500 

    Cumulative cash distributions

 

(4,413,471)

(1,243,802)

    Cumulative net income

 

4,424,259

1,255,167 

       
   

11,288 

11,865 

       

  Limited Partners:

     

    Units of $1,000. Authorized 60,000 Units, 32,337 outstanding at       March 31, 2004 and December 31, 2003, (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

 

(45,663,321)

(28,832,990)

    Cumulative net income

 

32,183,641

18,134,313 

       
   

14,396,585 

17,177,588 

       

Total Partners' capital

 

14,407,873 

17,189,453 

       

Total liabilities and Partners' capital

$

15,433,326 

17,909,721 







See accompanying notes to financial statements.

-3-


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

Statements of Operations

For the three months ended March 31, 2004 and 2003
(unaudited)

   

2004

2003

Income:

     

  Sale of investment properties and improvements (Notes 1 and 4)

$

24,198,028 

-     

  Recognition of deferred gain on sale of investment properties and     improvements

 

43,506 

54,797 

  Rental income

 

21,619 

42,999 

  Interest income

37,919 

23,898 

       
   

24,301,072 

121,694 

Expenses:

     

  Cost of investment properties sold

 

6,845,438 

-     

  Professional services to Affiliates

 

9,362 

8,102 

  Professional services to non-affiliates

 

31,970 

28,675 

  General and administrative expenses to Affiliates

 

6,240 

8,032 

  General and administrative expenses to non-affiliates

 

156,758 

42,907 

  Marketing expenses to Affiliates

 

3,260 

3,291 

  Marketing expenses to non-affiliates

 

15,308 

10,988 

  Land operating expenses to Affiliates

 

6,100 

9,236 

  Land operating expenses to non-affiliates

 

8,216 

34,219 

       
   

7,082,652 

145,450 

       

Net income (loss)

$

17,218,420 

(23,756)

       

Net income (loss) allocated to:

     

  General Partner

$

3,169,092 

(786)

  Limited Partners

 

14,049,328 

(22,970)

       

Net income (loss)

$

17,218,420 

(23,756)

       

Net income (loss) per the one General Partner Unit

$

3,169,092 

(786)

       

Net income (loss) per Unit, basic and diluted, allocated to Limited   Partners per weighted average Limited Partnership Units (32,337 for   the three months ended March 31, 2004 and 2003)

$

434.47 

(.71)

       







See accompanying notes to financial statements.

-4-


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

Statements of Cash Flows

For the three months ended March 31, 2004 and 2003
(unaudited)

   

2004

2003

Cash flows from operating activities:

     

  Net income (loss)

$

17,218,420 

(23,756)

  Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:

     

    Gain on sale of investment properties

 

(17,352,590)

-     

    Recognition of deferred gain

 

(43,506)

(54,797)

    Changes in assets and liabilities:

     

      Accrued interest and other receivables

 

(31,078)

(24,852)

      Other current assets

 

(10,995)

(1,275)

      Other assets

 

(230,000)

-     

      Accounts payable

 

396,345 

39,504 

      Accrued real estate taxes

 

(4,931)

32,978 

      Due to Affiliates

 

1,515 

15,515 

      Unearned income

 

(44,238)

39,379 

       

Net cash provided by (used in) operating activities

 

(101,058) 

22,696 

       

Cash flows from investing activities:

     

  Proceeds from sale of investment properties

 

24,198,028 

-     

  Additions to investment properties

 

(51,175)

(40,517)

  Principal payments received

 

70,022 

98,008 

       

Net cash provided by investing activities

 

24,216,875 

57,491 

       

Cash flows from financing activities:

     

  Distributions paid

 

(20,000,000)

     -     

       

Net cash used in financing activities

 

(20,000,000)

     -     

       

Net increase in cash and cash equivalents

 

4,115,817 

80,187 

Cash and cash equivalents at beginning of period

 

1,402,121 

1,284,069 

       

Cash and cash equivalents at end of period

$

5,517,938 

1,364,256 

       








See accompanying notes to financial statements.

-5-


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

Notes to Financial Statements

March 31, 2004

Readers of this Quarterly Report should refer to the Partnership's audited financial statements for the fiscal year ended December 31, 2003, which are included in the Partnership's 2003 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. 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 will share in their portion of benefits of ownership of the Partnership's real property investments according to the number of Units held. As of Marc h 31, 2004, the Partnership has repurchased and canceled a total of 62 Units for $56,253 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 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.


In the opinion of management, the financial statements contain all the adjustments necessary 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.


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.


In January 2003, FASB issued Interpretation No. 46 ("FIN 46") "Consolidation of Variable Interest Entities and Interpretation of Accounting Research Bulletin (ARB) No. 51", which was revised in December 2003. The primary objectives of FIN No. 46 are to provide guidance on the identification of entities for which control is achieved through means other than through voting rights (Variable Interest Entities) and how to determine when and which business enterprise should consolidate the Variable Interest Entity (the Primary Beneficiary). The effective date for the Partnership is March 31, 2004. FIN 46 does not have a material impact on the Partnership's financial condition and results of operations.


- -6-


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

Notes to Financial Statements
(continued)

March 31, 2004
(unaudited)


(2)  Transactions with Affiliates


The General Partner and its Affiliates are entitled to reimbursement for salaries and expenses of employees of the General Partner and its Affiliates relating to the administration of the Partnership. Such costs are included in professional services and general and administrative expenses to Affiliates, of which $8,965 and $5,183 was unpaid as of March 31, 2004 and December 31, 2003, 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 $6,100 and $9,236 have been incurred for the three months ended March 31, 2004 and 2003, respectively and are reported as land operating expenses to Affiliates on the statement of operations, of which $6,100 remained unpaid as of March 31, 2004.


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 $3,260 and $3,291 have been incurred and are included in marketing expenses to affiliates for the three months ended March 31, 2004 and 2003, 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 three months ended March 31, 2004, the Partnership incurred $29,348 of such costs. The Affiliate did not take a profit on any project. Such costs are included in investment properties of which $10,263 and $18,630 was unpaid at March 31, 2004 and December 31, 2003, respectively.











- -7-


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

Notes to Financial Statements
(continued)

(3)  Investment Properties

          Initial Costs           

Parcel

Illinois

Gross Acres Purchased

Purchase/Sales

Original

Acquisition

Total

Costs Capitalized Subsequent to

Costs of Property

Total Remaining Costs of Parcels

Current Year Gain On Sale

#

County

/(Sold)

Date

Costs

Costs

Costs

Acquisition

Sold

at 03/31/04

Recognized

                     

1

Kendall

108.8960 

07/22/92

$   707,566

57,926

765,492

186,333

951,825

-    

-    

   

(108.8960)

01/11/02

             
                     

2

McHenry

201.0000 

11/09/93

2,020,314

122,145

2,142,459

2,552,448

1,548,438

3,146,469

-    

   

(17.7420)

08/02/95

             
   

(8.6806)

Var 1997

             
   

(1.9290)

Var 1998

             
   

(13.5030)

Var 1999

             
   

(3.6400)

11/29/01

             
   

(10.16)

Var 2002

             
                     

3

Will

34.0474 

03/04/94

1,235,830

88,092

1,323,922

37,857

1,361,779

-    

-    

   

(34.0474)

02/04/99

             
                     

4

Will

86.9195 

03/30/94

1,778,820

143,817

1,922,637

411,720

948,389

1,385,968

-    

   

(2.3050)

Var 1997

             
   

(3.3600)

Var 1998

             
   

(1.0331)

08/19/99

             
   

(60.1000)

Var 2001

             
                     

5

LaSalle

190.9600 

04/01/94

532,000

18,145

550,145

69,391

619,536

-    

-    

   

(2.0600)

04/08/98

             
   

(188.9000)

10/07/99

             
                     

6

DeKalb

59.0800 

05/11/94

670,207

58,373

728,580

486,869

1,215,449

-    

-    

   

(4.9233)

Apr 1998

             
   

(54.1567)

07/23/98

             
                     

7

Kendall

200.8210 

07/28/94

1,506,158

82,999

1,589,157

413,157

1,671,539

330,775

-    

   

(168.1740)

09/18/03

             
                     

8

Kendall

133.0000 

08/17/94

1,300,000

106,949

1,406,949

22,272

-    

1,429,221

-    

                     

9

LaSalle

335.9600 

08/30/94

993,441

79,329

1,072,770

130,045

1,202,815

-    

-    

   

(335.9600)

04/18/03

             

-8-


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

Notes to Financial Statements
(continued)

(3)  Investment Properties (continued)

          Initial Costs          

Parcel

Illinois

Gross Acres Purchased

Purchase/Sales

Original

Acquisition

Total

Costs Capitalized Subsequent to

Costs of Property

Total Remaining Costs of Parcels

Current Year Gain On Sale

#

County

/(Sold)

Date

Costs

Costs

Costs

Acquisition

Sold

at 03/31/04

Recognized

                     

10

Kendall

223.7470 

09/16/94

$ 2,693,025

205,660

2,898,685

352,106

3,106,497

144,294

3,010,412

   

(2.9770)

11/03/99

             
   

(127.4000)

08/14/02

             
   

(84.39)

01/09/04

             
                     

10A(a)

Kendall

7.0390 

09/16/94

206,975

15,806

222,781

1,327

224,108

-    

-    

   

(7.0390)

04/21/95

             
                     

11

Kane

123.0000 

09/26/94

1,353,000

75,551

1,428,551

17,466

1,446,017

-    

-    

   

(123.000)

11/30/00

             
                     

12

Kendall

110.2530 

09/28/94

600,001

51,220

651,221

157,198

808,419

-    

-    

   

(59.9050)

04/16/01

             
   

(50.3480)

09/18/03

             
                     

13

LaSalle

352.7390 

10/06/94

1,032,666

91,117

1,123,783

22,723

1,146,506

-    

-    

 

(10.0000)

07/27/98

             
 

(342.7390)

08/31/98

             
                     

14

Kendall

134.7760 

10/26/94

1,000,000

81,674

1,081,674

28,279

85,960

1,023,993

-    

 

(10.6430)

05/21/99

             
                     

15

McHenry

169.5400 

10/31/94

2,900,000

79,196

2,979,196

332,922

3,312,118

-    

5,612,104

   

(169.5400)

02/26/04

             
                     

16

McHenry

207.0754 

11/30/94

1,760,256

101,388

1,861,644

315,664

2,177,308

-    

8,730,074

   

(207.0754)

02/26/04

             
                     

17

LaSalle

236.4400 

12/07/94

1,060,286

74,735

1,135,021

50,817

-    

1,185,838

-    

                     

18

Kendall

386.9900 

11/02/95

             
 

(386.9900)

08/31/98

     934,993

     126,329

    1,061,322

               501

          1,061,823

            -    

          -    

                     
 

Total

$24,285,538

1,660,451

25,945,989

5,589,095

22,888,526

8,646,558

17,352,590

-9-


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

Notes to Financial Statements
(continued)

March 31, 2004
(unaudited)


(3)  Investment Properties (continued)

  1. 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.
  2. Reconciliation of real estate owned:

   

March 31,

December 31,

   

2004

2003

       

Balance at January 1,

$

15,440,821 

18,283,928 

Additions during period

 

51,175 

412,195 

Sales during period

 

(6,845,438)

(3,255,302)

       

Balance at end of period

$

8,646,558 

15,440,821 

       



(4)  Farm Rental Income


The Partnership has determined that all leases relating to the farm parcels are operating leases. Accordingly, rental income is reported when earned.


As of March 31, 2004, the Partnership had farm leases of generally one year in duration, for approximately 633 acres of the approximately 700 acres owned.



(5)  Mortgage Loans Receivable


Mortgage loans receivable are the result of sales of parcels, in whole or in part. The Partnership has recorded a deferred gain on these sales. The deferred gain will be recognized over the life of the related mortgage loan receivable as principal payments are received.







-10-


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

Notes to Financial Statements
(continued)

March 31, 2004
(unaudited)



   

Principal Balance

Principal Balance

Accrued Interest Receivable

Deferred Gain

Parcel

Maturity

Interest Rate

03/31/04

12/31/03

03/31/04

03/31/04

             

1

12/31/04

7.50%

$    776,715

846,737

190,861

434,277

             

12

03/31/04

9.00%

161,135

161,135

62,289

82,203

             
     

937,850

1,007,872

253,150

516,480

             

Less allowances for doubtful accounts

135,000

135,000

62,289

68,829

         
 

$    802,850

872,872

190,861

447,651


The General Partner determined that the maximum value of Parcels 1 and 12 could be realized if the parcels were developed and sold as individual lots. However, if we had followed that plan, there is a possibility that the limited partners may have been subject to unrelated business taxable income. Therefore, the Partnership sold the parcels to a third party developer whereby 100% of the sales price was represented by notes receivable from the buyer. These transactions were deemed installment sales. After the sale, the developer, through limited liability companies or LLCs, secured third party financing to cover the deferred down payment owed to us as well as provide proceeds to begin the development of the project. These sales were structured so that the deferred down payment received at the time of the sale was sufficient to provide a distribution to the Limited Partners that equated to the invested capital allocated to the parcel (parcel capital) plus approximately a 6% return per annum on the parcel capital through the date of the distribution.


The velocity of the developer's individual home sales at Parcel 12 was slower than was originally projected and consequently, the developer's carrying costs were higher. As a result of the development's financial difficulties, the net sale proceeds available to the Partnership were lower than projected. As of March 31, 2004 and December 31, 2003, the Partnership has recorded an allowance for doubtful accounts of $135,000 relating to the mortgage receivable, and $62,289 relating to accrued interest receivable, relating to the sale of Parcel 12. A portion of the related deferred gain for Parcel 12 of $68,829 as of March 31, 2004 and December 31, 2003, has also been written off against bad debt expense.


The General Partner guaranteed the third party development loans owed by these limited liability companies. In reviewing the developments' financial situation, our general partner determined that it would be in its best interest to have an affiliate acquire the interests in the LLCs. The general partner and its affiliates concluded that they could better control the continuing costs to complete these developments and would therefore have the best opportunity to limit their exposure under the guarantee agreements and possibly recover a portion of the amount owed. An affiliate of our general partner contributed approximately $50,000 to acquire the interests in the LLCs. The affiliate of the general partner will complete the development and sale of these projects. Our limited partners received distributions that equated to the invested capital allocated to each parcel (parcel capital) plus approximately a 6% return per annum on the parcel capital through the date of the distribution.


- -11-


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

Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this quarterly report on Form 10-Q constitute "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 the ability to obtain annexation and zoning approvals required to develop our properties; the approval of local governing bodies to develop our properties; successful lobbying of local "no growth" or limited development homeowner groups; adverse changes in real estate, financing and general economic or local conditions; eminent domain proceedings; changes in the environmental conditio ns or changes in the environmental positions of governmental bodies; and potential conflicts of interest between us and our affiliates, including our general partner.


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 405 Fifth Street, NW, 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.


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 effect 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.

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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.


Valuation of Mortgage Loans Receivable - On a quarterly basis, we conduct an analysis to ensure that the carrying value of each mortgage loan receivable is recoverable from the borrower. If we determine that all or a portion of the receivable is not collectible, we would be required to record an allowance for doubtful accounts equal to the amount estimated to be uncollectible.

In determining the value of mortgage loans receivable, management considers projected sales proceeds available and expenses related to the property associated with the mortgage. Should the actual results differ from management's judgement, the valuation could be negatively or positively affected.


The valuation and possible subsequent allowance for doubtful accounts is a significant estimate that can and does change based on management's continuous process of analyzing each mortgage loan receivable.


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 March 31, 2004, we have had multiple sales transactions through which we have disposed of a building and approximately 2,602 acres of the 3,302 acres originally owned. As of March 31, 2004, cumulative distributions to the limited partners have totaled $45,663,321 (which represents a full return of original capital) and $4,413,471 to the general partner. Through March 31, 2004, we have used $5,589,095 of working capital for rezoning and other activities and such amount is included in investment properties.


Our capital needs and resources will vary depending upon a number of factors, including the extent to which we conduct 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 our land, and the amount of revenue received from leasing. As of March 31, 2004, we own, in whole or in part, seven of our original parcels, the majority of which are leased to local farmers and are generating sufficient cash flow from farm leases to cover property taxes and insurance.


At March 31, 2004, we had cash and cash equivalents of $5,517,938, of which approximately $175,000 is reserved for the repurchase of units through our unit repurchase program. The remaining $5,342,938 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.


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We plan to enhance the value of our land through pre-development activities such as rezoning, annexation and land planning. We have already been successful in, or are in the process of, pre-development activity on a majority of our land investments. Parcel 2, annexed to the village of McHenry and zoned for a business park, has two phases of improvements complete and sites are being marketed to potential buyers, of which 34 of the 167 lots were sold as of March 31, 2004. Parcel 4 was zoned for a variety of business uses and has improvements underway. Sites are being marketed to potential buyers, of which approximately 67 acres were sold in various transactions. Parcels 15 and 16 were annexed to the village of Huntley and zoned for residential and commercial development. Parcels 15 and 16 were sold in 2004.

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 $15,602 and $16,134 for the three months ended March 31, 2004 and March 31, 2003, respectively, are included in professional services and general and administrative expenses to affiliates, of which $8,965 and $5,183 was unpaid as of March 31, 2004 and December 31, 2003, 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 $6,100 and $9,236 have been incurred for the three months ended March 31, 2004 and 2003, respectively, of which $6,100 remained unpaid as of March 31, 2004.


An affiliate of our general partner performed sales marketing and advertising services for us and was reimbursed for direct costs. Such costs of $3,260 and $3,291 have been incurred and are included in marketing expenses to affiliates for the three months ended March 31, 2004 and 2003, 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 three months ended March 31, 2004, the Partnership incurred $29,348 of such costs. The affiliate did not take a profit on any project. Such costs are included in investment properties, of which $10,263 and $18,630 was unpaid at March 31, 2004 and December 31, 2003, respectively.


Results of Operations


As of March 31, 2004, we owned seven parcels of land consisting of approximately 700 acres. Of the 700 acres owned, approximately 633 acres are tillable and leased to local farmers and are generating sufficient cash flow to cover property taxes, insurance and other miscellaneous property expenses.


Sales of investment properties of $24,198,028 and cost of investment properties sold of $6,845,438 for the three months ended March 31, 2004 are the result of the sales of Parcels 10, 15 and 16. The sales activity for the three months ended March 31, 2004 is the result of favorable zoning and a change in our marketing approach to target homebuilders, commercial users and land developers.


On January 11, 2002, we sold approximately 108 acres of Parcel 1 on an installment basis and recorded a deferred gain of $1,202,106. As of March 31, 2004, we have received principal payments totaling $1,365,495 and recognized $767,829 of the deferred gain. The remaining deferred gain of $434,277 will be recognized as payments are received. In addition, on April 16, 2001, we sold approximately 60 acres of Parcel 12 on an installment basis and recorded a deferred gain of $447,528. As of March 31, 2004, we have received principal payments totaling $713,865 and recognized $365,325 of the deferred gain. As of March 31, 2004, we have recorded an allowance for doubtful accounts of $135,000 relating to this mortgage receivable and have reserved the related deferred gain of $68,829 against bad debt expense. The remaining deferred gain of $13,374 will be recognized as payments are received.


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Rental income was $21,619 and $42,999 for the three months ended March 31, 2004 and 2003, respectively. The decrease is due to decreases in tillable acres as a result of land sales and pre-development activity on our land investments. The decrease was partially offset by the annual increase in lease amounts from tenants.


Interest income was $37,919 and $23,898 for the three months ended March 31, 2004 and 2003, respectively. Interest income is primarily a result of the interest income earned on short term investments and interest income earned on our mortgage loan receivable.


General and administrative expenses to non-affiliates were $156,758 and $42,907 for the three months ended March 31, 2004 and 2003, respectively. The increase in 2004 is due to accrued state taxes payable as a result of land sales in 2004.


Marketing expenses to non-affiliates were $15,308 and $10,988 for the three months ended March 31, 2004 and 2003. In 2003 and continuing into 2004, we changed our marketing approach to target homebuilders, industrial users and land developers through direct mailings, newspaper and trade publication advertising and an enhanced website.


Land operating expenses to affiliates were $6,100 and $9,236 for the three months ended March 31, 2004 and 2003, 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.


Land operating expenses to non-affiliates were $8,216 and $34,219 for the three months ended March 31, 2004 and 2003, respectively. These costs primarily include real estate tax expense and ground maintenance expense and insurance expense on the parcels owned. The decrease in 2004 is the result of the sale of parcels.


We determined that the maximum value of Parcels 1 and 12 could be realized if the parcels were developed and sold as individual lots. However, if we had followed that plan, there is a possibility that the limited partners may have been subject to unrelated business taxable income. Therefore, we sold the parcels to a third party developer whereby 100% of the sales price was represented by notes receivable from the buyer. These transactions were deemed installment sales. After the sale, the developer, through limited liability companies or LLCs, secured third party financing to cover the deferred down payment owed to us as well as provide proceeds to begin the development of the project. These sales were structured so that the deferred down payment received at the time of the sale was sufficient to provide a distribution to our limited partners that equated to the parcel capital allocated to the parcel plus approximately a 6% return per annum on the invested capital allocated to the parcel (parcel capital) through the date of the distribution.


The velocity of the developer's individual home sales at Parcel 12 was slower than was originally projected and consequently, the developer's carrying costs were higher. As a result of the slower lot sales, the net sale proceeds available to us were lower than anticipated. As of March 31, 2004 and December 31, 2003, we have recorded allowances for doubtful accounts of $135,000 relating to the mortgage receivable and $62,289 relating to accrued interest receivable, relating to the sale of Parcel 12. A portion of the related deferred gain for Parcel 12 of $68,829 as of March 31, 2004 and December 31, 2003 has also been written off against bad debt expense.


The General Partner guaranteed the third party development loans owed by these limited liability companies. In reviewing the developments' financial situation, our general partner determined that it would be in its best interest to have an affiliate acquire the interests in the LLCs. The general partner and its affiliates concluded that they could better control the continuing costs to complete these developments and would therefore have the best opportunity to limit their exposure under the guarantee agreements and possibly recover a portion of the amount owed. An affiliate of our general partner contributed approximately $50,000 to acquire the interests in the LLCs. The affiliate of the general partner will complete the development and sale of these projects. Our limited partners received distributions that equated to the invested capital allocated to each parcel (parcel capital) plus approximately a 6% return per annum on the parcel capital through the date of the distribution.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk


Not Applicable.



Item 4. 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 as of the end of the period covered by this Quarterly Report. Based upon that evaluation, the principal executive officer and principal financial officer concluded that 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 changes in our internal controls over financial reporting that occurred during the three months ended March 31, 2004 that materially affected, or are reasonably likely to materially affect, our internal control of financial reporting.



PART II - Other Information

Items 1 through 5 are omitted because of the absence of conditions under which they are required.

Item 6: Exhibits and Reports on Form 8-K

(a)  Exhibits:

     31.1 Rule 13a-14(a)/15d-14(a) Certification by principal executive officer

     31.2 Rule 13a-14(a)/15d-14(a) Certification by principal financial officer

     32.1 Section 1350 Certification by principal executive officer

     32.2 Section 1350 Certification by principal financial officer

(b)  Reports on Form 8-K:

      None





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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/ BRENDA G. GUJRAL

   

By:

Brenda G. Gujral

President

Date:

May 14, 2004

   
   
   

/S/ PATRICIA A. DELROSSO

   

By:

Patricia A. DelRosso

Senior Vice President

Date:

May 14, 2004

   
   
   

/S/ KELLY TUCEK

   

By:

Kelly Tucek

Vice President and

principal financial officer

Date:

May 14, 2004

   



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