UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

 

X

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM              TO

COMMISSION FILE NUMBER: 0-19220

Inland Land Appreciation Fund II, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware		36-3664407
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2901 Butterfield Road, Oak Brook, IL 60523

(Address of principal executive offices) (Zip Code)

630-218-8000

(Registrant’s telephone number, including area code)

 

 

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 check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes X       No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)		Smaller reporting company X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨    No X

 

 

 

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INLAND LAND APPRECIATION FUND II, L.P.

(a limited partnership)

Balance Sheets

September 30, 2013 and December 31, 2012

(unaudited)

 

Assets				2013				2012
Current assets:
Cash and cash equivalents (Note 1)		$			1,701,288				3,039,229
Other assets					820				4,492
Total current assets					1,702,108				3,043,721
Investment properties, at cost (including acquisition fees paid to affiliates of $316,384 and $339,956 at September 30, 2013 and December 31, 2012, respectively) (Note 4):
Land and improvements					13,833,844				16,093,679
Total assets				$	15,535,952				19,137,400
Liabilities and Partners’ Capital
Current liabilities:
Accounts payable		$			13,221				34,992
Accrued expenses					0				1,300,000
Accrued real estate taxes					21,157				29,849
Due to affiliates (Note 3)					19,080				26,454
Unearned income					62,599				0
Total current liabilities					116,057				1,391,295
Partners’ capital:
General Partner:
Capital contribution					500				500
Cumulative net income					13,973,622				13,674,520
Cumulative cash distributions					(13,613,195	)			(13,313,195	)
					360,927				361,825
Limited Partners:
Units of $1,000. Authorized 60,000 Units, 50,068 Units outstanding at September 30, 2013 and December 31, 2012, (net of offering costs of $7,532,439, of which $2,535,445 was paid to affiliates)					42,559,909				42,559,909
Cumulative net income					65,029,904				65,156,383
Cumulative cash distributions					(92,530,845	)			(90,332,012	)
					15,058,968				17,384,280
Total Partners’ capital					15,419,895				17,746,105
Total liabilities and Partners’ capital		$			15,535,952				19,137,400

See accompanying notes to financial statements.

 

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INLAND LAND APPRECIATION FUND II, L.P.

(a limited partnership)

Statements of Operations

For the three and nine months ended September 30, 2013 and 2012

(unaudited)

 

				Three months ended September 30, 2013				Three months ended September 30, 2012				Nine months ended September 30, 2013				Nine months ended September 30, 2012
Revenues:
Rental income (Note 5)		$			62,313				53,654				184,627				157,514
Total revenues					62,313				53,654				184,627				157,514
Expenses:
Professional services to affiliates					21,760				15,467				47,058				51,239
Professional services to non-affiliates					25,150				33,740				79,143				81,909
General and administrative expenses to affiliates					4,928				4,130				11,899				11,679
General and administrative expenses to non-affiliates					7,140				3,233				29,364				24,654
Marketing expenses to affiliates					(859	)			2,276				2,045				5,395
Marketing expenses to non-affiliates					1,920				2,017				1,920				2,292
Land operating expenses to affiliates					5,676				3,275				14,648				9,094
Land operating expenses to non-affiliates					20,900				14,295				50,555				1,248,328
Total expenses					86,615				78,433				236,632				1,434,590
Operating loss					(24,302	)			(24,779	)			(52,005	)			(1,277,076	)
Interest income					1,981				2,982				5,488				8,299
Other income					2,300				2,100				7,550				12,750
Loss from continuing operations					(20,021	)			(19,697	)			(38,967	)			(1,256,027	)
Discontinued operations (Note 2):
Loss from discontinued operations					(257	)			(5,152	)			(50,772	)			(26,541	)
Provision for loss on investment property held for sale					0				0				0				(170,666	)
Gain (loss) on sale of investment properties					358,117				(147,657	)			262,362				(147,657	)
Income (loss) from discontinued operations					357,860				(152,809	)			211,590				(344,864	)
Net income (loss)		$			337,839				(172,506	)			172,623				(1,600,891	)
Net income (loss) allocated to:
General Partner		$			299,797				(249	)			299,102				(12,826	)
Limited Partners					38,042				(172,257	)			(126,479	)			(1,588,065	)
Net income (loss)		$			337,839				(172,506	)			172,623				(1,600,891	)
Net income (loss) allocated to the one General Partner Unit		$			299,797				(249	)			299,102				(12,826	)
Net income (loss) per Unit, allocated to Limited Partners per weighted average Limited Partnership Units (50,068 for the three and nine months ended September 30, 2013 and 2012):
Continuing operations		$			(.39	)			(.39	)			(.77	)			(24.84	)
Discontinued operations					1.15				(3.05	)			(1.76	)			(6.88	)
		$			.76				(3.44	)			(2.53	)			(31.72	)

See accompanying notes to financial statements.

 

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INLAND LAND APPRECIATION FUND II, L.P.

(a limited partnership)

Statements of Cash Flows

For the nine months ended September 30, 2013 and 2012

(unaudited)

 

				2013				2012
Cash flows from operating activities:
Net income (loss)		$			172,623				(1,600,891	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities (including discontinued operations):
Provision for loss on investment property held for sale					0				170,666
(Gain) loss on sale of investment properties					(262,362	)			147,657
Changes in assets and liabilities:
Accounts receivable					0				7,682
Other assets					3,672				0
Accounts payable					(6,846	)			(4,595	)
Accrued expenses					(1,300,000	)			1,200,000
Accrued real estate taxes					(8,692	)			(7,425	)
Due to affiliates					(7,374	)			15,034
Unearned income					62,599				53,407
Net cash used in operating activities					(1,346,380	)			(18,465	)
Cash flows from investing activities:
Additions to investment properties					(34,428	)			(23,870	)
Proceeds from sale of investment properties					2,541,700				450,811
Proceeds from disposition of investment property held for sale					0				744,400
Net cash provided by investing activities					2,507,272				1,171,341
Cash flows from financing activities:
Distributions					(2,498,833	)			0
Net cash used in financing activities					(2,498,833	)			0
Net increase (decrease) in cash and cash equivalents					(1,337,941	)			1,152,876
Cash and cash equivalents at beginning of period					3,039,229				1,952,586
Cash and cash equivalents at end of period		$			1,701,288				3,105,462

See accompanying notes to financial statements.

 

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INLAND LAND APPRECIATION FUND II, L.P.

(a limited partnership)

Notes to Financial Statements

September 30, 2013

(unaudited)

Readers of this quarterly report should refer to the Partnership’s audited financial statements for the fiscal year ended December 31, 2012, which are included in the Partnership’s 2012 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

The Registrant, Inland Land Appreciation Fund II, L.P. (the “Partnership”), is a limited partnership formed on June 28, 1989, pursuant to the Delaware Revised Uniform Limited Partnership Act, to invest in undeveloped land on an all-cash basis and realize appreciation of such land upon resale. Between October 25, 1989 and October 24, 1991, the Partnership sold 50,476.17 Limited Partnership Units (“Units”) at $1,000 per Unit resulting in gross offering proceeds of $50,476,170, not including the General Partner’s capital contribution of $500. The Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) provides for Inland Real Estate Investment Corporation to be the General Partner. Through September 30, 2013, the Partnership had repurchased a total of 408.65 Units for $383,822 from various Limited Partners through a unit repurchase program.

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 period. Actual results could differ from those estimates.

Certain reclassifications, primarily as a result of discontinued operations, have been made to the 2012 financial statements to conform to the 2013 presentation. Unless otherwise noted, all disclosures in the financial statements relate to the continuing operations of the Partnership.

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 periods presented herein. Results of interim periods are not necessarily indicative of results to be expected for the year.

The Partnership considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents and are carried at cost, which approximates market value. The Partnership maintains its cash and cash equivalents at a financial institution. The account balances at the financial institution exceed the Federal Depository Insurance Corporation (“FDIC”) insurance coverage of $250,000 on accounts and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Partnership believes that the risk is not significant, and the Partnership does not anticipate the financial institution’s non-performance.

The Partnership recognizes income from the sale of land parcels in accordance with the full accrual method of accounting.

The Partnership’s escrow agent holds earnest money deposits from a prospective purchaser when an agreement for sale is executed. Generally, these funds are not the Partnership’s until the closing has occurred or the buyer under the sale agreement has committed a default which would entitle the Partnership to the earnest money.

The Partnership uses the area 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. Repairs and maintenance expenses are charged to operations as incurred.

 

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(2) Discontinued Operations and Investment Property Held for Sale

During the nine months ended September 30, 2013, the Partnership sold the remaining acreage of Parcel 3/27 and approximately 2.3 acres of Parcel 20. The net loss on the sale of Parcel 3/27 of $95,755 and the net gain on the sale of 2.3 acres of Parcel 20 of $358,117 and the operations related to both parcels are included in discontinued operations on the accompanying statements of operations for the nine months ended September 30, 2013 and 2012, respectively. On April 17, 2012, the Partnership sold approximately 50 acres of Parcel 28 resulting in net sales proceeds of $744,400. This property qualified for held for sale accounting treatment under GAAP during the first quarter of 2012. The carrying value of the investment property held for sale was reduced to its fair value of $744,400 resulting in a provision for loss on investment property held for sale of $170,666. On September 19, 2012, the condemnation proceedings initiated by the Illinois Department of Transportation concluded and the Partnership received $450,811 for approximately 4 acres of Parcel 20 resulting in a loss of $147,657. The operations for the nine months ended September 30, 2012 are included in discontinued operations on the accompanying statements of operations for the nine months ended September 30, 2012. There is no investment property classified as held for sale as of September 30, 2013 and December 31, 2012.

(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 of $58,957 and $62,918 have been incurred and are included in professional services to affiliates and general and administrative expenses to affiliates for the nine months ended September 30, 2013 and 2012, respectively, of which $16,710 and $21,754 was unpaid as of September 30, 2013 and December 31, 2012, respectively.

An affiliate of the General Partner performed 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 $2,045 and $5,395 have been incurred and are included in marketing expenses to affiliates for the nine months ended September 30, 2013 and 2012, respectively, of which $120 and $200 was unpaid as of September 30, 2013 and December 31, 2012, respectively.

An affiliate of the General Partner performed land improvements, rezoning, annexation and other activities to prepare the Partnership’s investment properties for sale and was reimbursed (as set forth under terms of the Partnership Agreement) for salaries and direct costs. Such costs of $15,432 and $18,647 have been incurred for the nine months ended September 30, 2013 and 2012, respectively. Such costs are included in investment properties, of which $1,400 and $1,800 was unpaid as of September 30, 2013 and December 31, 2012, respectively. In addition, the costs related to Parcel 18 totaled $11,163 and $9,068 for the nine months ended September 30, 2013 and 2012, respectively, and are included in land operating expenses to affiliates, of which $850 and $900 was unpaid as of September 30, 2013 and December 31, 2012, respectively. In addition, the costs related to Parcel 3/27 totaled $7,029 and $15,325 for the nine months ended September 30, 2013 and 2012, respectively, and are included in discontinued operations, of which $0 and $1,800 was unpaid as of September 30, 2013 and December 31, 2012, respectively. The affiliate did not recognize a profit on any project.

As of September 30, 2013, the Partnership held all cash and cash equivalents with Inland Bank and Trust, an affiliate of the General Partner.

(4) Investment Properties

As of September 30, 2013, the Partnership owned five parcels of land consisting of approximately 892 acres.

 

(a)

The Partnership has taken the steps necessary to reduce costs and maintain sufficient reserves of cash and cash equivalents to cover all our costs for an extended period of time. We have farm leases in place which generate sufficient income to cover the costs of insurance expense and real estate taxes. Our remaining land is not encumbered by debt and is located in areas that we believe are in the paths of future development. As such, the Partnership has the ability and management has the intent to hold on to the remaining parcels until such time as reasonable and acceptable offers are received. In addition, on a quarterly basis, the Partnership reviews impairment indicators and if necessary, conducts an impairment analysis to ensure that the carrying value of each investment 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 the carrying value over the estimated fair value.

 

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In determining the value of an investment property and whether the property is impaired, management considers several indicators which require difficult, complex and/or subjective judgments, such as projected sales prices, capital expenditures, assessment of current economic conditions, and management’s intent to hold on to the remaining parcels until such time as reasonable and acceptable offers are received. The aforementioned indicators 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 indicators, 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 nine months ended September 30, 2013 and 2012, respectively, the Partnership had recorded no such impairment.

(b)   Reconciliation of investment properties owned:

 

		September 30, 2013				December 31, 2012
Balance at January 1,		$	16,093,679				17,560,744
Additions during period			19,503				46,469
Provision for loss on investment property held for sale			0				(170,666	)
Sales during period			(2,279,338	)			(1,342,868	)
Balance at end of period,		$	13,833,844				16,093,679

(5) Rental Income

The Partnership has determined that all leases relating to the farm parcels are operating leases. Accordingly, rental income is reported when earned. Farm rent is fully collected during the first quarter. As such, a portion of the farm rent is classified as unearned income. As of September 30, 2013, unearned income was $62,599.

As of September 30, 2013, the Partnership had farm leases of generally one year in duration, for approximately 674 acres of the approximately 892 acres owned.

(6) Litigation

On or about April 8, 2010, the Partnership received notification from the attorneys for the Village of Elburn that in effect demanded completion of certain land improvements. The Partnership is a co-indemnitor of the subdivision bonds that secure completion of the land improvements on Parcels 5 and 19 of the Blackberry Subdivision in Elburn, IL. On April 22, 2010, the Partnership received notice from the bonding companies demanding completion and satisfaction of such obligations. The actual costs of the remaining improvements of the subdivision for the work related to the called bonds are less than the outstanding bond amounts. The Partnership worked with a representative of the bonding company who had been working with the Village of Elburn on this matter. A meeting was held to obtain a common understanding of the scope of remaining work required to be completed. The parties determined that it was necessary to hire an engineer to provide an updated punch list of required work. The Partnership received a final updated punch list of required work, as well as bids for the actual cost to complete the required improvements. During the second quarter of 2013, a settlement agreement was entered into between the Partnership and the bonding company. The Partnership paid the final agreed-upon amount of $1,300,000 on May 20, 2013 and received a release from the bonding company.

On or about December 16, 2011, the Partnership received service of a Third Party Complaint filed by Bond Safeguard Insurance Company (“Bond”) against the Partnership and Inland Real Estate Investment Corporation along with six other third party defendants. The lawsuit has been brought in the Circuit Court of the Sixteenth Judicial Circuit in Kane County, Illinois (the “Lawsuit”). In the Lawsuit, the County of Kane (the “County”) alleges that B&B Enterprises and/or Blackberry Creek Development Corporation (collectively “B&B”) are responsible for the relocation of approximately twenty-three power poles at an alleged cost of $819,740. Alternatively, the County alleges that either Bond or Commonwealth Edison Company (“ComEd”) is responsible for the cost of the pole relocation. On November 23, 2011, Bond filed an Answer denying the County’s allegations and has pled five affirmative defenses. The affirmative defenses generally allege that the bond did not cover the pole relocation, that only one pole needs to be relocated at significantly

 

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less cost, and alternatively, that ComEd is responsible for any pole relocation costs. As alternative relief, Bond filed a Counterclaim against B&B and ComEd and a Third Party Complaint against the Partnership and four individuals (the “Individuals”) contending that, if Bond is deemed responsible for or settles the County’s allegations, then B&B, the Partnership, and/or the Individuals bear some or all of this responsibility under a General Agreement of Indemnity. Bond also seeks its attorneys’ fees based on such General Agreement of Indemnity.

On February 21, 2012, the Partnership filed an Answer and Affirmative Defenses denying the material allegations asserted by Bond. Bond has not replied to the Affirmative Defenses. The County has served discovery requests to B&B, Bond and ComEd. Bond has served discovery requests on the County. The County has produced a limited amount of documents and provided interrogatory responses to Bond which have been provided to us. ComEd produced limited documents and responses in March 2013 and produced additional documents in June 2013 following entry of a protective order. The matter has proceeded to deposition discovery although no dates have been requested or set by any party. The County’s counsel also has informed counsel for the other parties that between five and eight of the light poles at issue have been moved by ComEd as part of a different project. Thus, these light poles are not expected to be a continued issue in this case.

The investigation of the claims and defenses in the Lawsuit is ongoing. There has been no deposition discovery and it is not possible at this time to evaluate the likelihood of an outcome. For this same reason, any effort to estimate the range of potential loss is limited, other than $0 (based on a judgment in favor of the Partnership), to the approximately $819,740 alleged by the County in its Complaint for the relocation of the poles plus Bond’s allegations for attorneys’ fees. The Partnership also has filed a Motion for Summary Judgment on all claims brought against it. This Motion and status are set for hearing on November 13, 2013.

(7) Subsequent Events

The Partnership evaluates subsequent events occurring between the most recent balance sheet date and the date that the financial statements are available to be issued in order to determine whether the subsequent events are to be recorded in and/or disclosed in the Partnership’s financial statements and footnotes. The financial statements are considered to be available to be issued at the time that they are filed with the Securities and Exchange Commission. There are no subsequent events to report that would have a material impact on the Partnership’s financial statements.

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, adverse changes in real estate, financing and general economic or local conditions; 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; 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.

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.

Critical Accounting Policies

The SEC previously issued Financial Reporting Release (FRR) 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 judgments in certain circumstances. We believe that our most critical accounting policies relate to how we value, classify and allocate costs of our investment properties and

 

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revenue recognition. These judgments 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 judgments 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, we review impairment indicators and if necessary, conduct an impairment analysis to ensure that the carrying value of each investment property does not exceed its estimated fair value. If an investment property is considered impaired, we would be required to record an impairment loss equal to the excess of carrying value over the estimated fair value.

In determining the value of an investment property and whether the property is impaired, management considers several indicators which require difficult, complex and/or subjective judgments, such as projected sales prices, capital expenditures, assessment of current economic conditions and management’s intent to hold the remaining parcels until such time as reasonable and acceptable offers are received. These indicators 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 indicators, 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 nine months ended September 30, 2013 and 2012, respectively, there were no impairments recorded.

Cost Allocation –We use the area 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 the full accrual method of accounting.

Assets Held for Sale - In determining whether to classify an asset as held for sale, we consider whether: (i) management has committed to a plan to sell the asset; (ii) the asset is available for immediate sale in its present condition; (iii) we have initiated a program to locate a buyer; (iv) we believe that the sale of the asset is probable; (v) the due diligence period per the sales agreement has expired and a closing date has been set; (vi) we are actively marketing the asset for sale at a price that is reasonable in relation to its current value; and (vii) actions required for us to complete the plan indicate that it is unlikely that any significant changes will be made to the plan.

If all of the above criteria are met, we classify the asset as held for sale. The assets and liabilities associated with those assets that are held for sale are classified separately on the balance sheets for the most recent reporting period. Additionally, the operations for the periods presented are included in the statements of operations as discontinued operations for all periods presented. As of September 30, 2013 and December 31, 2012, there were no investment properties classified as held for sale.

From time to time, we may determine that a “held for sale property” no longer meets the criteria to continue to be classified as held for sale. If this occurs, we record the property at the lower of the carrying amount before the property was classified as held for sale or the fair value at the decision date not to sell.

Liquidity and Capital Resources

Between October 25, 1989 and October 24, 1991, we sold 50,476.17 limited partnership units to the public at $1,000 per unit resulting in $50,476,170 in gross offering proceeds, not including the general partner’s capital contribution of $500.

We used $41,314,301 of gross offering proceeds to purchase, on an all-cash basis, 27 parcels of undeveloped land and two buildings. These investments include the payment of the purchase price, acquisition fees and acquisition costs of such

 

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properties. Three of the parcels were purchased during 1990, sixteen during 1991, four during 1992, and four during 1993. On September 16, 2002, we completed a tax-deferred exchange of Parcels 9 and 12 for 50 acres in Kendall County (Parcel 28). Through September 30, 2013, we have had multiple sales, exchange transactions, and conveyances through which we have disposed of the buildings and approximately 3,638 acres of the approximately 4,530 acres originally owned. As of September 30, 2013, cumulative distributions have totaled $92,530,845 to the limited partners, which is equivalent to 183% of the original capital raised which was $50,476,170, and $13,613,195 to the general partner. Of the $92,530,845 distributed to the limited partners, $91,809,845 was net sales proceeds and $721,000 was from operations. As of September 30, 2013, we have used $47,416,702 of working capital for rezoning and other activities. Such amounts have been capitalized and are 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 September 30, 2013, we own, in whole or in part, five parcels, consisting of approximately 892 acres of which 674 are leased to local farmers and are generating sufficient cash flow from leases to cover real estate taxes and insurance expense.

During the nine months ended September 30, 2013, we sold the remaining acreage of Parcel 3/27 for which we received $1,842,245 in net sales proceeds, resulting in a loss on sale of $95,755, and we sold approximately 2.3 acres of Parcel 20 for which we received $699,454 in net sales proceeds, resulting in a gain on sale of $358,117. During the nine months ended September 30, 2012, we received $744,400 in net sales proceeds from the sale of Parcel 28 and $450,811 in condemnation proceeds for approximately 4 acres of Parcel 20.

In September 2013, we made a distribution totaling $2,498,833, which included $2,198,833 to the limited partners and $300,000 to the general partner. Net sales proceeds, including previously undistributed net sales proceeds, will be used to fund our operations, including land improvements and land use activities. We will evaluate our cash needs throughout the year to determine any future distributions.

At September 30, 2013, we had cash and cash equivalents of $1,701,288 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.

Parcel 18 has been zoned and planned for residential use. On September 17, 2013, we received an offer from a national homebuilder to acquire the balance of the residential lots. We are in the process of negotiating a contract. Provided a final agreement is reached and all conditions are satisfied or waived, it is possible this transaction could close by year end.

On October 14, 2013, we entered into a contract of sale for the remaining acres of Parcel 22. Provided the buyer completes its due diligence of the properties and waives all contingencies, this transaction could close by year end.

We plan to enhance the value of our remaining 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 several of our land investments. Parcel 20 has been granted rezoning which will permit additional land to be used for development.

We continue to closely monitor the real estate market trends, especially within the areas where our remaining parcels are located. We have seen continued improvements in the residential resale real estate market, and are now seeing signs of the national homebuilders entering back into the market place. There have been reports of farm parcel sales in surrounding communities from both speculators looking to hold land until the market rebounds as well as farmers looking to increase their farming businesses. We believe we have taken the steps necessary to reduce costs and maintain sufficient reserves of cash and cash equivalents to cover all our costs for an extended period of time as we continue to market the remaining parcels for sale. We have farm leases in place which generate sufficient income to cover the costs of insurance expense and real estate taxes. Our remaining land is not encumbered by debt and is located in areas that we believe are in the paths of future development. As such, the Partnership has the ability and management has the intent to hold the remaining parcels until such time as reasonable and acceptable offers are received.

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 $58,957 and $62,918 have been incurred and are

 

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included in professional services to affiliates and general and administrative expenses to affiliates for the nine months ended September 30, 2013 and 2012, respectively, of which $16,710 and $21,754 was unpaid as of September 30, 2013 and December 31, 2012, respectively.

An affiliate of our general partner performed marketing and advertising services for us and was reimbursed for direct costs. Such costs of $2,045 and $5,395 have been incurred and are included in marketing expenses to affiliates for the nine months ended September 30, 2013 and 2012, respectively, of which $120 and $200 was unpaid as of September 30, 2013 and December 31, 2012, respectively.

An affiliate of our general partner performed land improvements, rezoning, annexation and other activities to prepare our investment properties for sale and was reimbursed for salaries and direct costs. Such costs of $15,432 and $18,647 have been incurred for the nine months ended September 30, 2013 and 2012, respectively. Such costs are included in investment properties, of which $1,400 and $1,800 was unpaid as of September 30, 2013 and December 31, 2012, respectively. In addition, the costs related to Parcel 18 totaled $11,163 and $9,068 for the nine months ended September 30, 2013 and 2012, respectively, and are included in land operating expenses to affiliates, of which $850 and $900 was unpaid as of September 30, 2013 and December 31, 2012, respectively. In addition, the costs related to Parcel 3/27 totaled $7,029 and $15,325 for the nine months ended September 30, 2013 and 2012, respectively, and are included in discontinued operations, of which $0 and $1,800 was unpaid as of September 30, 2013 and December 31, 2012, respectively. The affiliate did not recognize a profit on any project.

As of September 30, 2013, the Partnership held all cash and cash equivalents with Inland Bank and Trust, an affiliate of the General Partner.

Results of Operations

As of September 30, 2013, we owned five parcels of land consisting of approximately 892 acres. Of the approximately 892 acres owned, 674 acres are tillable, leased to local farmers and generate sufficient cash flow to cover real estate taxes and insurance expense. Rental income was $184,627 and $157,514 for the nine months ended September 30, 2013 and 2012, respectively. Rental income increased due to an increase in the farm rental rates. Farm rent is fully collected during the first quarter. As such, a portion of the farm rent is classified as unearned income. As of September 30, 2013, unearned income was $62,599.

Professional services to affiliates and non-affiliates were $126,201 and $133,148 for the nine months ended September 30, 2013 and 2012, respectively. Professional services to affiliates and non-affiliates include accounting and legal services. The decrease in professional services is due to a decrease in legal fees offset by an increase in accounting fees for state tax filings, XBRL filing requirements, and audit fees.

General and administrative expenses to affiliates and non-affiliates were $41,263 and $36,333 for the nine months ended September 30, 2013 and 2012, respectively. General and administrative expenses primarily include data processing costs, postage, printing expenses and farm management fees. The increase in 2013 is due to postage for the mini-tender offer response and the distribution.

Marketing expenses to affiliates and non-affiliates were $3,965 and $7,687 for the nine months ended September 30, 2013 and 2012, respectively. Marketing expenses to affiliates and non-affiliates are costs incurred for preparing and marketing parcels for sale. The majority of the costs are for signage.

Land operating expenses to affiliates and non-affiliates were $65,203 and $1,257,422 for the nine months ended September 30, 2013 and 2012, respectively. These costs typically include real estate tax expense, grounds maintenance expense, insurance and the Partnership’s proportionate share of the homeowners association fees. For the nine months ended September 30, 2012, $1,200,000 of the land operating expenses was the result of the estimated liability for the punch list of required work under the subdivision bond obligations as detailed in the litigation discussion below.

Interest income was $5,488 and $8,299 for the nine months ended September 30, 2013 and 2012, respectively. Interest income is primarily a result of cash available to invest on a short term basis during the year as a result of sales proceeds received. Interest income decreased due to lower interest rates.

 

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Other income was $7,550 and $12,750 for the nine months ended September 30, 2013 and 2012, respectively. Other income is due primarily to transfer fee income as a result of the number of completed unit transfers. The decrease in 2013 is due to less transfer fee income as a result of a decreased number of completed unit transfers.

Loss from discontinued operations was $50,772 and $26,541 for the nine months ended September 30, 2013 and 2012, respectively. Included in loss from discontinued operations are the rental income, insurance and real estate taxes pertaining to Parcel 28, which was sold in 2012, and Parcel 3/27 and a portion of Parcel 20, which were both sold in 2013. In addition, during the first quarter of 2012, the carrying value of Parcel 28 was reduced to its fair value of $744,400 resulting in a provision for loss on investment property held for sale of $170,666.

 

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Investment Properties

We acquired fee ownership of the following real property investments. The following table summarizes the detail activity of all the parcels owned by the Partnership from the purchase date through the quarter ended September 30, 2013.

Investment properties activity:

 

												Initial Costs
Parcel #		Illinois County		Gross Acres Purchased (Sold)				Purchase/ Sales Date				Original Costs				Acquisition Costs				Total Costs				Costs Capitalized Subsequent to Acquisition				Costs of Property Sold/Impaired				Total Remaining Costs of Parcels at 09/30/13				Current Year Gain (Loss) on Sale Recognized
1		McHenry			372.7590				04/25/90			$	2,114,295				114,070				2,228,365				630,703				2,859,068				0				0
					(372.7590	)			02/23/04
2		Kendall			41.1180				07/06/90				549,639				43,889				593,528				75,199				668,727				0				0
					(3.4730	)			08/29/03
					(37.6450	)			02/17/05
3/27		Kendall			120.8170				11/06/90				2,591,268				156,709				2,747,977				9,880,850				12,628,827				0				(95,755	)
					83.5250				03/11/93
					(3.3900	)			05/17/05
					(31.0000	)			07/14/05
					(74.7000	)			Var 2006
					(36.8500	)			Var 2007
					(6.6000	)			Var 2008
					(36.1262	)			Var 2009
					(1.7230	)			06/25/10
					(3.1200	)			12/28/10
					(10.8328	)			06/10/13
4		Kendall			299.0250				06/28/91				1,442,059				77,804				1,519,863				538,300				0				2,058,163				0
5		Kane			189.0468				02/28/91				1,954,629				94,569				2,049,198				349,845				2,399,043				0				0
					(189.0468	)			05/16/01
6		Lake			57.3345				04/16/91				904,337				71,199				975,536				55,628				1,031,164				0				0
					(.2580	)			10/01/94
					(57.0765	)			03/22/07
7		McHenry			56.7094				04/22/91				680,513				44,444				724,957				3,210,451				3,935,408				0				0
					(12.6506	)			Var 1997
					(15.7041	)			Var 1998
					(19.6296	)			Var 1999
					(8.7251	)			Var 2000
8		Kane			325.3940				06/14/91				3,496,700				262,275				3,758,975				75,595				1,909,034				1,925,536				0
					(.8700	)			04/03/96
					(63.0000	)			01/23/01
					(80.0000	)			05/11/04

 

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Investment properties activity (continued):

 

												Initial Costs
Parcel #		Illinois County		Gross Acres Purchased (Sold)				Purchase/ Sales Date				Original Costs				Acquisition Costs				Total Costs				Costs Capitalized Subsequent to Acquisition				Costs of Property Sold/Impaired				Total Remaining Costs of Parcels at 09/30/13				Current Year Gain (Loss) on Sale Recognized
9(c)		Will			9.8670				08/13/91			$	0				0				0				0				0				0				0
					(9.8670	)			09/16/02
10		Will			150.6600				08/20/91				1,866,716				89,333				1,956,049				23,897				1,979,946				0				0
					(150.6600	)			01/10/05
11		Will			138.4470				08/20/91				289,914				20,376				310,290				2,700				312,990				0				0
					(138.4470	)			05/03/93
12(c)		Will			44.7320				08/20/91				0				0				0				0				0				0				0
					(44.7320	)			09/16/02
13		Will			6.3420				09/23/91				139,524				172				139,696				0				139,696				0				0
					(6.3420	)			05/03/93
14		Kendall			44.4030				09/03/91				888,060				68,210				956,270				1,259,583				2,215,853				0				0
					(15.3920	)			04/16/01
					(14.2110	)			Var 2002
					(13.6000	)			04/11/03
					(1.2000	)			02/19/04
15		Kendall			100.3640				09/04/91				1,050,000				52,694				1,102,694				117,829				1,220,523				0				0
					(5.0000	)			09/01/93
					(11.0000	)			12/01/94
					(84.3640	)			08/14/98
16		McHenry			168.9050				09/13/91				1,402,058				69,731				1,471,789				97,766				1,569,555				0				0
					(168.9050	)			08/03/01
17		Kendall			3.4620				10/30/91				435,000				22,326				457,326				113,135				570,461				0				0
					(2.1130	)			03/06/01
					(1.3490	)			08/23/02

 

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Investment properties activity (continued):

 

												Initial Costs
Parcel #		Illinois County		Gross Acres Purchased (Sold)				Purchase/ Sales Date				Original Costs				Acquisition Costs				Total Costs				Costs Capitalized Subsequent to Acquisition				Costs of Property Sold/Impaired				Total Remaining Costs of Parcels at 09/30/13				Current Year Gain (Loss) on Sale Recognized
18		McHenry			139.1697				11/07/91			$	1,160,301				58,190				1,218,491				9,456,992				10,237,983				437,500				0
					(9.2500	)			Var 2004
					(33.3197	)			Var 2005
					(62.0200	)			Var 2006
					(12.8800	)			Var 2007
					(2.2400	)			Var 2008
					.2188				03/02/11
19		Kane			436.2360				12/13/91				4,362,360				321,250				4,683,610				187,211				4,870,821				0				0
					(436.2360	)			05/16/01
20		Kane &
		Kendall			400.1290				01/31/92				1,692,623				101,318				1,793,941				9,448,694				2,190,275				9,052,360				358,117
					(21.1380	)			06/30/99
					(7.0000	)			07/21/08
					(3.1085	)			03/21/11
					(4.0770	)			09/19/12
					(2.3160	)			08/16/13
21		Kendall			15.0130				05/26/92				250,000				23,844				273,844				43,063				316,907				0				0
					(1.0000	)			03/16/99
					(14.0130	)			09/06/06
22		Kendall			391.9590				10/30/92				3,870,000				283,186				4,153,186				1,763,629				5,556,530				360,285				0
					(10.0000	)			01/06/94
					(5.5380	)			01/05/96
					(2.4000	)			07/27/99
					(73.3950	)			Var 2001
					(136.0000	)			08/14/02
					(34.1400	)			05/27/03
					(101.4900	)			01/09/04

 

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Investment properties activity (continued):

 

												Initial Costs
Parcel #		Illinois County		Gross Acres Purchased (Sold)				Purchase/ Sales Date				Original Costs				Acquisition Costs				Total Costs				Costs Capitalized Subsequent to Acquisition				Costs of Property Sold/Impaired				Total Remaining Costs of Parcels at 09/30/13				Current Year Gain (Loss) on Sale Recognized
23		Kendall			133.2074				10/30/92			$	3,231,942				251,373				3,483,315				4,665,998				8,149,313				0				0
					(11.5250	)			07/16/93
					(44.0700	)			Var 1995
					(8.2500	)			Var 1996
					(2.6100	)			Var 1997
					(10.6624	)			Var 1998
					(5.8752	)			Var 1999
					(49.0120	)			Var 2000
					(.2028	)			Var 2001
					(1.0000	)			Var 2002
23A (a)		Kendall			.2676				10/30/92				170,072				12,641				182,713				0				182,713				0				0
					(.2676	)			03/16/93
24		Kendall			3.9080				01/21/93				645,000				56,316				701,316				30,436				731,752				0				0
					(3.9080	)			04/16/01
24A (b)		Kendall			.4060				01/21/93				155,000				13,533				168,533				0				168,533				0				0
					(.4060	)			04/16/01
25		Kendall			656.6870				01/28/93				1,625,000				82,536				1,707,536				22,673				1,730,209				0				0
					(656.6870	)			10/31/95
26		Kane			89.5110				03/10/93				1,181,555				89,312				1,270,867				5,135,895				6,406,762				0				0
					(2.1080	)			Var 1999
					(34.2550	)			Var 2000
					(7.8000	)			Var 2001
					(29.1200	)			Var 2002
					(11.3100	)			Var 2003
					(4.9180	)			01/28/04
28 (c)		Kendall			50.0000				09/16/02				661,460				22,976				684,436				230,630				915,066				0				0
					(50.0000	)			04/17/12
												$	38,810,025				2,504,276				41,314,301				47,416,702				74,897,159				13,833,844				262,362

 

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(a)

Included in the purchase of Parcel 23 was a newly constructed 2,500 square foot house. The house was sold in March 1993.

 

(b)

Included in the purchase of Parcel 24 was a 2,400 square foot office building. The building was sold in 2001.

 

(c)

On September 16, 2002, the Partnership completed a tax-deferred exchange of Parcels 9 and 12 for 50 acres in Kendall County (Parcel 28).

Subsequent Events

The Partnership evaluates subsequent events occurring between the most recent balance sheet date and the date that the financial statements are available to be issued in order to determine whether the subsequent events are to be recorded in and/or disclosed in the Partnership’s financial statements and footnotes. The financial statements are considered to be available to be issued at the time that they are filed with the Securities and Exchange Commission. There are no subsequent events to report that would have a material impact on the Partnership’s financial statements.

Other Items

In accordance with Article XVI Section 16.1 of the Inland Land Appreciation Fund II, L.P. Partnership Agreement and Treasury Regulation Section 1.7704-1(j), we have not yet reached the maximum threshold of limited partnership units that may be transferred/assigned directly between parties during 2013. Therefore, we may authorize additional sales of partnership units directly between parties during 2013. For the benefit of interested limited partners, we have a relationship with a “qualified matching service” as defined under Treasury Regulation Section 1.7704-1(g). In accordance with this Treasury Regulation and the IRS private letter ruling obtained by the “qualified matching service”, we understand that limited partnership units may be transferred/assigned up to a separate maximum threshold each taxable year (in addition to the maximum threshold that may be transferred/assigned directly between parties discussed above). However, there can be no assurance that the IRS private letter ruling will apply to transfers of our units, or that any particular transfer will not violate the transfer restrictions contained in our partnership agreement or the provisions of Treasury Regulation Section 1.7704-1(g). If you have any interest in participating in a transfer/assignment of partnership units through this “qualified matching service,” please contact American Partnership Board directly at 800-736-9797. You are strongly encouraged to consult your personal legal, financial and tax advisors in connection with any such transfer/assignment.

The Illinois Department of Revenue regulates Illinois income tax withholding requirements for nonresident partners. We are also required to pay a withholding tax to the Internal Revenue Service with respect to a partner’s allocable share of our taxable net income, if the partner is a foreign person. We will first pay the withholding tax from the distributions to any nonresident and/or foreign partners, 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 such nonresident and/or foreign partners. For the nine months ended September 30, 2013 and 2012, respectively, there were no withholdings paid.

Off-Balance Sheet Arrangements, Contractual Obligations, Liabilities and Contracts and Commitments

None

Litigation

On or about April 8, 2010, the Partnership received notification from the attorneys for the Village of Elburn that in effect demanded completion of certain land improvements. The Partnership is a co-indemnitor of the subdivision bonds that secure completion of the land improvements on Parcels 5 and 19 of the Blackberry Subdivision in Elburn, IL. On April 22, 2010, the Partnership received notice from the bonding companies demanding completion and satisfaction of such obligations. The actual costs of the remaining improvements of the subdivision for the work related to the called bonds are less than the outstanding bond amounts. The Partnership worked with a representative of the bonding company who had been working with the Village of Elburn on this matter. A meeting was held to obtain a common understanding of the scope of remaining work required to be completed. The parties determined that it was necessary to hire an engineer to provide an updated punch list of required work. The Partnership received a final updated punch list of required work, as

 

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well as bids for the actual cost to complete the required improvements. During the second quarter of 2013, a settlement agreement was entered into between the Partnership and the bonding company. The Partnership paid the final agreed-upon amount of $1,300,000 on May 20, 2013 and received a release from the bonding company.

On or about December 16, 2011, the Partnership received service of a Third Party Complaint filed by Bond Safeguard Insurance Company (“Bond”) against the Partnership and Inland Real Estate Investment Corporation along with six other third party defendants. The lawsuit has been brought in the Circuit Court of the Sixteenth Judicial Circuit in Kane County, Illinois (the “Lawsuit”). In the Lawsuit, the County of Kane (the “County”) alleges that B&B Enterprises and/or Blackberry Creek Development Corporation (collectively “B&B”) are responsible for the relocation of approximately twenty-three power poles at an alleged cost of $819,740. Alternatively, the County alleges that either Bond or Commonwealth Edison Company (“ComEd”) is responsible for the cost of the pole relocation. On November 23, 2011, Bond filed an Answer denying the County’s allegations and has pled five affirmative defenses. The affirmative defenses generally allege that the bond did not cover the pole relocation, that only one pole needs to be relocated at significantly less cost, and alternatively, that ComEd is responsible for any pole relocation costs. As alternative relief, Bond filed a Counterclaim against B&B and ComEd and a Third Party Complaint against the Partnership and four individuals (the “Individuals”) contending that, if Bond is deemed responsible for or settles the County’s allegations, then B&B, the Partnership, and/or the Individuals bear some or all of this responsibility under a General Agreement of Indemnity. Bond also seeks its attorneys’ fees based on such General Agreement of Indemnity.

On February 21, 2012, the Partnership filed an Answer and Affirmative Defenses denying the material allegations asserted by Bond. Bond has not replied to the Affirmative Defenses. The County has served discovery requests to B&B, Bond and ComEd. Bond has served discovery requests on the County. The County has produced a limited amount of documents and provided interrogatory responses to Bond which have been provided to us. ComEd produced limited documents and responses in March 2013 and produced additional documents in June 2013 following entry of a protective order. The matter has proceeded to deposition discovery although no dates have been requested or set by any party. The County’s counsel also has informed counsel for the other parties that between five and eight of the light poles at issue have been moved by ComEd as part of a different project. Thus, these light poles are not expected to be a continued issue in this case.

The investigation of the claims and defenses in the Lawsuit is ongoing. There has been no deposition discovery and it is not possible at this time to evaluate the likelihood of an outcome. For this same reason, any effort to estimate the range of potential loss is limited, other than $0 (based on a judgment in favor of the Partnership), to the approximately $819,740 alleged by the County in its Complaint for the relocation of the poles plus Bond’s allegations for attorneys’ fees. The Partnership also has filed a Motion for Summary Judgment on all claims brought against it. This Motion and status are set for hearing on November 13, 2013.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that material information relating to us is made known to the members of senior management and the Audit Committee.

Based on management’s evaluation as of September 30, 2013, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Management’s Report on Internal Control Over Financial Reporting

 

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Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of September 30, 2013. This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

There were no changes to our internal controls over financial reporting during the quarter ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – Other Information

Item 1. Legal Proceedings

On or about April 8, 2010, the Partnership received notification from the attorneys for the Village of Elburn that in effect demanded completion of certain land improvements. The Partnership is a co-indemnitor of the subdivision bonds that secure completion of the land improvements on Parcels 5 and 19 of the Blackberry Subdivision in Elburn, IL. On April 22, 2010, the Partnership received notice from the bonding companies demanding completion and satisfaction of such obligations. The actual costs of the remaining improvements of the subdivision for the work related to the called bonds are less than the outstanding bond amounts. The Partnership worked with a representative of the bonding company who had been working with the Village of Elburn on this matter. A meeting was held to obtain a common understanding of the scope of remaining work required to be completed. The parties determined that it was necessary to hire an engineer to provide an updated punch list of required work. The Partnership received a final updated punch list of required work, as well as bids for the actual cost to complete the required improvements. During the second quarter of 2013, a settlement agreement was entered into between the Partnership and the bonding company. The Partnership paid the final agreed-upon amount of $1,300,000 on May 20, 2013 and received a release from the bonding company.

On or about December 16, 2011, the Partnership received service of a Third Party Complaint filed by Bond Safeguard Insurance Company (“Bond”) against the Partnership and Inland Real Estate Investment Corporation along with six other third party defendants. The lawsuit has been brought in the Circuit Court of the Sixteenth Judicial Circuit in Kane County, Illinois (the “Lawsuit”). In the Lawsuit, the County of Kane (the “County”) alleges that B&B Enterprises and/or Blackberry Creek Development Corporation (collectively “B&B”) are responsible for the relocation of approximately twenty-three power poles at an alleged cost of $819,740. Alternatively, the County alleges that either Bond or Commonwealth Edison Company (“ComEd”) is responsible for the cost of the pole relocation. On November 23, 2011, Bond filed an Answer denying the County’s allegations and has pled five affirmative defenses. The affirmative defenses generally allege that the bond did not cover the pole relocation, that only one pole needs to be relocated at significantly less cost, and alternatively, that ComEd is responsible for any pole relocation costs. As alternative relief, Bond filed a Counterclaim against B&B and ComEd and a Third Party Complaint against the Partnership and four individuals (the “Individuals”) contending that, if Bond is deemed responsible for or settles the County’s allegations, then B&B, the Partnership, and/or the Individuals bear some or all of this responsibility under a General Agreement of Indemnity. Bond also seeks its attorneys’ fees based on such General Agreement of Indemnity.

On February 21, 2012, the Partnership filed an Answer and Affirmative Defenses denying the material allegations asserted by Bond. Bond has not replied to the Affirmative Defenses. The County has served discovery requests to B&B, Bond and ComEd. Bond has served discovery requests on the County. The County has produced a limited amount of documents and provided interrogatory responses to Bond which have been provided to us. ComEd produced limited documents and responses in March 2013 and produced additional documents in June 2013 following entry of a protective order. The matter has proceeded to deposition discovery although no dates have been requested or set by any party. The County’s counsel also has informed counsel for the other parties that between five and eight of the light poles at issue have been moved by ComEd as part of a different project. Thus, these light poles are not expected to be a continued issue in this case.

 

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The investigation of the claims and defenses in the Lawsuit is ongoing. There has been no deposition discovery and it is not possible at this time to evaluate the likelihood of an outcome. For this same reason, any effort to estimate the range of potential loss is limited, other than $0 (based on a judgment in favor of the Partnership), to the approximately $819,740 alleged by the County in its Complaint for the relocation of the poles plus Bond’s allegations for attorneys’ fees. The Partnership also has filed a Motion for Summary Judgment on all claims brought against it. This Motion and status are set for hearing on November 13, 2013.

Items 2 through 5 are omitted because of the absence of conditions under which they are required.

Item 6. Exhibits

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
		101		The following financial information from our Quarterly Report on Form 10-Q for the nine months ended September 30, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows and (iv) related notes.

 

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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.

 

 

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