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, 2002
or
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ___________to _____________
Commission File #0-18431
Inland Land Appreciation Fund, L.P.
(Exact name of registrant as specified in its charter)
Delaware |
#36-3544798 |
(State or other jurisdiction |
(I.R.S. Employer Identification Number) |
of incorporation or organization) |
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
- -1-
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Balance Sheets
September 30, 2002 and December 31, 2001
(unaudited)
Assets
2002 |
2001 |
||
Current assets: |
|||
Cash and cash equivalents |
$ |
1,714,617 |
188,806 |
Accounts and accrued interest receivable (net of allowance for doubtful accounts of $767,248 at September 30, 2002) (Note 5) |
251,558 |
969,028 |
|
Current portion of mortgage loans receivable |
723,275 |
144,557 |
|
Other current assets |
2,294 |
5,172 |
|
Total current assets |
2,691,744 |
1,307,563 |
|
Other assets |
16,840 |
16,840 |
|
Loan fees (net of accumulated amortization of $18,279 and $10,284 at September 30, 2002 and December 31, 2001, respectively) |
39,228 |
19,716 |
|
Mortgage loans receivable, less current portion (Note 5) |
1,377,732 |
2,291,799 |
|
Investments in land and improvements, at cost (including acquisition
fees paid to Affiliates of $847,856 and $850,016 at September 30,
2002 and December 31, 2001, respectively) |
23,646,037 |
22,777,508 |
|
Total assets |
$ |
27,771,581 |
26,413,426 |
|
========== | ========== |
See accompanying notes to financial statements.
-2-
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Balance Sheets
(continued)
September 30, 2002 and December 31, 2001
(unaudited)
Liabilities and Partners' Capital
2002 |
2001 |
||
Current liabilities: |
|||
Accounts payable |
$ |
25,549 |
11,035 |
Accrued real estate taxes |
61,827 |
46,903 |
|
Due to Affiliates (Note 2) |
279,257 |
56,006 |
|
Notes payable to Affiliate (Note 6) |
5,600,984 |
3,993,750 |
|
Unearned income |
532,667 |
269,280 |
|
Total current liabilities |
6,500,284 |
4,376,974 |
|
Deferred gain on sale of investments in land and improvements (Note 5) |
242,368 |
249,958 |
|
Partners' capital: |
|||
General Partner: |
|||
Capital contribution |
500 |
500 |
|
Cumulative net income |
170,192 |
178,683 |
|
Cumulative cash distributions |
(153,743) |
(153,743) |
|
|
16,949 |
25,440 |
|
Limited Partners: |
|||
Units of $1,000. Authorized 30,001 Units, 29,593 outstanding at September 30, 2002 and December 31, 2001 (net of offering costs |
25,873,403 |
25,873,403 |
|
Cumulative net income |
8,712,200 |
9,461,274 |
|
Cumulative cash distributions |
(13,573,623) |
(13,573,623) |
|
|
21,011,980 |
21,761,054 |
|
Total Partners' capital |
21,028,929 |
21,786,494 |
|
Total liabilities and Partners' capital |
$ |
27,771,581 |
26,413,426 |
========== | =========== |
See accompanying notes to financial statements.
-3-
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Statements of Operations
For the three and nine months ended September 30, 2002 and 2001
(unaudited)
Three months |
Three months |
Nine months |
Nine months |
||
ended |
ended |
ended |
ended |
||
September 30, 2002 |
September 30, 2001 |
September 30, 2002 |
September 30, 2001 |
||
Income: |
|||||
Sale of investments in land and improvements (Notes 1 and 3) |
$ |
- |
572,629 |
181,703 |
750,900 |
Recognition of deferred gain on sale of investments in land and improvements (Note 5) |
7,590 |
3,620 |
7,590 |
5,501 |
|
Rental income (Note 4) |
69,498 |
67,797 |
206,656 |
206,942 |
|
Interest income |
489 |
61,211 |
489 |
201,421 |
|
Other income |
3,500 |
- |
8,506 |
242 |
|
81,077 |
705,257 |
404,944 |
1,165,006 |
||
Expenses: |
|||||
Cost of land sold |
- |
344,497 |
97,803 |
384,614 |
|
Professional services to Affiliates |
6,740 |
3,854 |
28,386 |
18,900 |
|
Professional services to non-affiliates |
3,269 |
2,000 |
32,984 |
30,528 |
|
General and administrative expenses to Affiliates |
2,560 |
1,854 |
12,478 |
16,103 |
|
General and administrative expenses to non-affiliates |
3,682 |
2,262 |
19,733 |
20,827 |
|
Marketing expenses to Affiliates |
4,992 |
19,337 |
12,728 |
28,524 |
|
Marketing expenses to non-affiliates |
29,708 |
3,032 |
106,532 |
23,940 |
|
Land operating expenses to non- affiliates |
53,436 |
19,846 |
76,622 |
48,539 |
|
Amortization |
2,853 |
2,571 |
7,995 |
7,713 |
|
Bad debt expense |
173,454 |
- |
767,248 |
- |
|
280,694 |
399,253 |
1,162,509 |
579,688 |
||
Net income (loss) |
$ |
(199,617) |
306,004 |
(757,565) |
585,318 |
See accompanying notes to financial statements.
-4-
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Statements of Operations
(continued)
For the three and nine months ended September 30, 2002 and 2001
(unaudited)
Three months |
Three months |
Nine months |
Nine months |
||
ended |
ended |
ended |
ended |
||
September 30, 2002 |
September 30, 2001 |
September 30, 2002 |
September 30, 2001 |
||
Net income (loss) allocated to: |
|||||
General Partner |
$ |
(2,073) |
742 |
(8,491) |
2,135 |
Limited Partners |
(197,544) |
305,262 |
(749,074) |
583,183 |
|
Net income (loss) |
$ |
(199,617) |
306,004 |
(757,565) |
585,318 |
=========== | =========== | =========== | ============ | ||
Net income (loss) allocated to the one General Partner Unit |
$ |
(2,073) |
742 |
(8,491) |
2,135 |
=========== | =========== | =========== | ============= | ||
Net income (loss) per Unit, basic and diluted, allocated to Limited Partners per weighted average Limited Partnership Units (29,593 and 29,593 for the three months ended September 30, 2002 and 2001, and 29,593 and 29,593 for the nine months ended September 30, 2002 and 2001, respectively) |
$ |
(6.68) |
10.32 |
(25.31) |
19.71 |
=========== | ============= | =========== | ============= |
See accompanying notes to financial statements.
-5-
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Statements of Cash Flows
For the nine months ended September 30, 2002 and 2001
(unaudited)
2002 |
2001 |
||
Cash flows from operating activities: |
|||
Net income (loss) |
$ |
(757,565) |
585,318 |
Adjustments to reconcile net income to net cash provided by operating activities: |
|||
Gain on sale of investments in land and improvements |
(83,900) |
(366,286) |
|
Recognition of deferred gain on sale of investments in land and improvements |
(7,590) |
(5,501) |
|
Amortization |
7,995 |
7,713 |
|
Bad debt expense |
767,248 |
- |
|
Changes in assets and liabilities: |
|||
Accounts and accrued interest receivable |
(49,778) |
(222,772) |
|
Other assets |
2,878 |
(6,660) |
|
Accounts payable |
14,514 |
(2,881) |
|
Accrued real estate taxes |
14,924 |
(12,794) |
|
Due to Affiliates |
223,251 |
(18,996) |
|
Unearned income |
263,387 |
188,483 |
|
Net cash provided by operating activities |
395,364 |
145,624 |
|
Cash flows from investing activities: |
|||
Additions to investments in land and improvements |
(966,332) |
(1,119,643) |
|
Principal payments collected on mortgage loans receivable |
335,349 |
215,962 |
|
Proceeds from disposition of investments in land and improvements |
181,703 |
750,900 |
|
Net cash used in investing activities |
(449,280) |
(152,781) |
|
Cash flows from financing activities: |
|||
Proceeds from note payable to Affiliates |
1,607,234 |
- |
|
Payment of loan costs |
(27,507) |
- |
|
Net cash provided by financing activities |
1,579,727 |
- |
|
Net increase (decrease) in cash and cash equivalents |
1,525,811 |
(7,157) |
|
Cash and cash equivalents at beginning of period |
188,806 |
920,893 |
|
Cash and cash equivalents at end of period |
$ |
1,714,617 |
913,736 |
See accompanying notes to financial statements.
-6-
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
September 30, 2002
(unaudited)
Readers of this Quarterly Report should refer to the Partnership's audited financial statements for the fiscal year ended December 31, 2001, which are included in the Partnership's 2001 Annual Report, as certain footnote disclosures which would 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, L.P. (the "Partnership"), was formed in October 1987, 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. On October 12, 1988, the Partnership commenced an Offering of 10,000 (subject to increase to 30,000) Limited Partnership Units ("Units") pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. Inland Real Estate Investment Corporation is the General Partner. The Offering terminated on October 6, 1989, with total sales of 30,000 Units, at $1,000 per Unit, not including the General Partner or the Initial Limited Partner. All of the holders of these Units have been admitted to this Partnership. The Limited Partners of the Partnership share in their portion of benefits of ownership of the Partnership's real property investments according to the number of Units held. As of September 30, 2002, the Partnership has rep
urchased a total of 407.75 Units for $359,484 from various Limited Partners through the Unit Repurchase Program. Under this program Limited Partners may under certain circumstances have their Units repurchased for an amount equal to their Invested Capital.
Except as described in footnote (b) to Note 3 of these notes, 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.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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, which are of a normal recurring nature, 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.
-7-
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
September 30, 2002
(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 $4,992 and $3,342 were unpaid as of September 30, 2002 and December 31, 2001, 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 $12,728 and $28,524 have been incurred and are included in marketing expenses to Affiliates for the nine months ended September 30, 2002 and 2001, respectively. As of September 30, 2002 and December 31, 2001, all of such fees were paid.
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. The Affiliate did not recognize a profit on any project. Such costs are included in investments in land.
-8-
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(3) Investments in Land and Improvements
Initial Costs |
|||||||||||
Illinois |
Gross Acres Purchased |
Purchase/Sales |
Original |
Acquisition |
Total |
Costs Capitalized Subsequent to |
Costs of Property |
Total Remaining Costs of Parcels at |
Current Year Gain on Sale |
||
Parcel |
County |
(Sold) |
Date |
Costs |
Costs |
Costs |
Acquisition |
Sold |
09/30/02 |
Recognized |
|
1 |
Kendall |
84.7360 |
01/19/89 |
$ |
423,680 |
61,625 |
485,305 |
5,462,589 |
5,947,894 |
- |
- |
|
|
(3.5200) |
12/24/96 |
||||||||
|
|
(.3520) |
11/25/97 |
||||||||
|
|
(80.8640) |
12/29/97 |
||||||||
2 |
McHenry |
223.4121 |
01/19/89 |
650,000 |
95,014 |
745,014 |
26,816 |
771,830 |
- |
- |
|
|
|
(183.3759) |
12/27/90 |
||||||||
(40.0362) |
05/11/00 |
||||||||||
3 |
Kendall |
20.0000 |
02/09/89 |
189,000 |
13,305 |
202,305 |
- |
202,305 |
- |
- |
|
|
|
(20.0000) |
05/08/90 |
||||||||
4 |
Kendall |
69.2760 |
04/18/89 |
508,196 |
38,126 |
546,322 |
771,106 |
478,324 |
839,104 |
83,900 |
|
|
|
(.4860) |
02/28/91 |
||||||||
|
|
(27.5750) |
08/25/95 |
||||||||
(3.9500) |
11/01/00 |
||||||||||
(4.4000) |
Var 2001 |
||||||||||
(2.1400) |
Var 2002 |
||||||||||
5 |
Kendall (a) |
372.2230 |
05/03/89 |
2,532,227 |
135,943 |
2,668,170 |
446,844 |
160,313 |
2,954,701 |
- |
|
|
(Option) |
04/06/90 |
|||||||||
6 |
Kendall (b) |
78.3900 |
06/21/89 |
416,783 |
31,691 |
448,474 |
925,071 |
- |
1,373,545 |
- |
|
|
|||||||||||
7 |
Kendall (b) |
77.0490 |
06/21/89 |
84,754 |
8,163 |
92,917 |
913,500 |
- |
1,006,417 |
- |
|
|
|||||||||||
8 |
Kendall (b) |
5.0000 |
06/21/89 |
60,000 |
5,113 |
65,113 |
- |
65,113 |
- |
- |
|
|
(5.0000) |
10/06/89 |
|||||||||
9 |
McHenry (b) |
51.0300 |
08/07/89 |
586,845 |
22,482 |
609,327 |
29,798 |
- |
639,125 |
- |
-9-
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(3) Investments in Land and Improvements (continued)
Initial Costs |
|||||||||||||||||||||||||||||||||
Illinois |
Gross Acres Purchased |
Purchase/Sales |
Original |
Acquisition |
Total |
Costs Capitalized Subsequent to |
Costs of Property |
Total Remaining Costs of Parcels at |
Current Year Gain on Sale |
||||||||||||||||||||||||
Parcel |
County |
(Sold) |
Date |
Costs |
Costs |
Costs |
Acquisition |
Sold |
09/30/02 |
Recognized |
|||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||
10 |
McHenry (b) |
123.9400 |
08/07/89 |
$ |
91,939 |
7,224 |
99,163 |
600 |
99,763 |
- |
- |
||||||||||||||||||||||
|
(123.9400) |
12/06/89 |
|||||||||||||||||||||||||||||||
11 |
McHenry (b) |
30.5920 |
08/07/89 |
321,216 |
22,641 |
343,857 |
32,728 |
- |
376,585 |
- |
|||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||
12 |
Kendall |
90.2710 |
10/31/89 |
907,389 |
41,908 |
949,297 |
176,211 |
7,456 |
1,118,052 |
- |
|||||||||||||||||||||||
|
|
(.7090) |
04/26/91 |
||||||||||||||||||||||||||||||
13 |
McHenry |
92.7800 |
11/07/89 |
251,306 |
19,188 |
270,494 |
18,745 |
289,239 |
- |
- |
|||||||||||||||||||||||
|
|
(2.0810) |
09/18/97 |
||||||||||||||||||||||||||||||
(90.6990) |
02/15/01 |
||||||||||||||||||||||||||||||||
14 |
McHenry |
76.2020 |
11/07/89 |
|
419,111 |
23,402 |
442,513 |
62,855 |
- |
505,368 |
- |
||||||||||||||||||||||
15 |
Lake |
84.5564 |
01/03/90 |
|
1,056,955 |
85,283 |
1,142,238 |
1,661,344 |
2,803,582 |
- |
- |
||||||||||||||||||||||
|
|
(10.5300) |
Var 1996 |
||||||||||||||||||||||||||||||
|
|
(5.4680) |
Var 1997 |
||||||||||||||||||||||||||||||
|
|
(68.5584) |
Var 1998 |
||||||||||||||||||||||||||||||
16 |
Kane/Kendall |
72.4187 |
01/29/90 |
|
1,273,537 |
55,333 |
1,328,870 |
696,661 |
1,201,401 |
824,130 |
- |
||||||||||||||||||||||
|
|
(30.9000) |
07/10/98 |
||||||||||||||||||||||||||||||
|
|
(10.3910) |
12/15/99 |
||||||||||||||||||||||||||||||
(3.1000) |
12/12/00 |
||||||||||||||||||||||||||||||||
17 |
McHenry |
99.9240 |
01/29/90 |
|
739,635 |
61,038 |
800,673 |
625,562 |
320,961 |
1,105,274 |
- |
||||||||||||||||||||||
|
|
(27.5100) |
01/29/99 |
||||||||||||||||||||||||||||||
18 |
McHenry |
71.4870 |
01/29/90 |
|
496,116 |
26,259 |
522,375 |
99,369 |
11,109 |
610,635 |
- |
||||||||||||||||||||||
|
|
(1.0000) |
Var 1990 |
||||||||||||||||||||||||||||||
|
|
(.5200) |
03/11/93 |
-10-
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(3) Investments in Land and Improvements (continued)
Initial Costs |
||||||||||||||||
Illinois |
Gross Acres Purchased |
Purchase/Sales |
Original |
Acquisition |
Total |
Costs Capitalized Subsequent to |
Costs of Property |
Total Remaining Costs of Parcels at |
Current Year Gain on Sale |
|||||||
Parcel |
County |
(Sold) |
Date |
Costs |
Costs |
Costs |
Acquisition |
Sold |
09/30/02 |
Recognized |
||||||
19 |
McHenry |
63.6915 |
02/23/90 |
$ |
490,158 |
29,158 |
519,316 |
28,315 |
- |
547,631 |
- |
|||||
20 |
Kane |
224.1480 |
02/28/90 |
|
2,749,800 |
183,092 |
2,932,892 |
1,733,345 |
3,651 |
4,662,586 |
- |
|||||
|
|
(.2790) |
10/17/91 |
|||||||||||||
21 |
Kendall |
172.4950 |
03/08/90 |
1,327,459 |
75,822 |
1,403,281 |
954,415 |
2,357,696 |
- |
- |
||||||
|
|
(172.4950) |
Var 1998 |
|||||||||||||
22 |
McHenry |
254.5250 |
04/11/90 |
|
2,608,881 |
136,559 |
2,745,440 |
116,440 |
- |
2,861,880 |
- |
|||||
23 |
Kendall |
140.0210 |
05/08/90 |
1,480,000 |
116,240 |
1,596,240 |
909,395 |
2,505,635 |
- |
7,590 |
||||||
|
|
(4.4100) |
Var 1993 |
|||||||||||||
|
|
(35.8800) |
Var 1994 |
|||||||||||||
|
|
(3.4400) |
Var 1995 |
|||||||||||||
|
|
(96.2910) |
08/26/99 |
|||||||||||||
24 |
Kendall |
298.4830 |
05/23/90 |
|
1,359,774 |
98,921 |
1,458,695 |
45,390 |
83,663 |
1,420,422 |
- |
|||||
|
|
(12.4570) |
05/25/90 |
|||||||||||||
|
|
(4.6290) |
04/01/96 |
|||||||||||||
25 |
Kane |
225.0000 |
06/01/90 |
|
2,600,000 |
168,778 |
2,768,778 |
31,804 |
- |
2,800,582 |
- |
|||||
|
Totals |
|
$ |
23,624,761 |
1,562,308 |
25,187,069 |
15,768,903 |
17,309,935 |
23,646,037 |
91,490 |
||||||
-11-
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
September 30, 2002
(unaudited)
(3) Investments in Land and Improvements (continued)
September 30, |
December 31, |
||
2002 |
2001 |
||
Balance at January 1, |
$ |
22,777,508 |
21,107,017 |
Additions during period |
966,332 |
2,055,105 |
|
Sales during period |
(97,803) |
(384,614) |
|
Balance at end of period |
$ |
23,646,037 |
22,777,508 |
(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 September 30, 2002, the Partnership had farm leases of generally one year in duration, for approximately 1,848 acres of the approximately 2,025 acres owned.
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INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
September 30, 2002
(unaudited)
(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. At September 30, 2002, the fair market value of the mortgage loans receivable approximated their carrying value.
Principal Balance |
Principal Balance |
Accrued Interest Receivable |
Deferred Gain |
|||
Parcel |
Maturity |
Interest Rate |
09/30/02 |
12/31/01 |
09/30/02 |
09/30/02 |
1 |
12/30/03 |
9.00% |
$ 1,233,175 |
1,233,215 |
423,794 |
60,751 |
15 |
12/31/03 |
9.00% |
144,557 |
144,557 |
123,358 |
4,948 |
21 |
06/30/03 |
9.00% |
656,050 |
656,050 |
286,779 |
175,147 |
23 |
08/26/03 |
9.00% |
67,225 |
402,534 |
135,097 |
1,522 |
2,101,007 |
2,436,356 |
969,028 |
242,368 |
|||
Less allowance for doubtful accounts |
- |
- |
767,248 |
- |
||
$ 2,101,007 |
2,436,356 |
201,780 |
242,368 |
|||
(6) Notes Payable to Affiliate
On December 31, 1998, the Partnership obtained a loan from the General Partner in the amount of $2,493,750 solely collateralized by Parcel 5. In January, 2002, the General Partner advanced an additional $7,234. The note accrues interest at 7.2% and has a maturity date which was extended to December 29, 2002. For the nine months ended September 30, 2002, interest of $104,297 was capitalized, all of which was unpaid as of September 30, 2002.
On December 6, 2000, the Partnership obtained a loan from the General Partner in the amount of $1,500,000 collateralized by Parcels 17, 18 and 22. The note accrues interest at 8.75% and has a maturity date of November 30, 2003. For the nine months ended September 30, 2002, interest of $99,531 was capitalized, all of which was unpaid as of September 30, 2002.
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INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
September 30, 2002
(unaudited)
On May 9, 2002, the General Partner advanced the Partnership a loan in the amount of $200,000. The note accrued interest at 5.25%. This advance was repaid in full on September 17, 2002. For the nine months ended September 30, 2002, interest of $3,797 was capitalized, all of which was paid on September 30, 2002.
On September 17, 2002, the Partnership obtained a loan from the General Partner in the amount of $1,600,000, collateralized by Parcels 4, 6 and 7. The note accrues interest at a rate of prime plus .5% and has a maturity date of September 17, 2005. For the nine months ended September 30, 2002, interest of $2,992 was capitalized, all of which was unpaid as of September 30, 2002.
At September 30, 2002, the fair market value of the notes payable to Affiliate approximated their carrying value.
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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 the Partnership's 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, federal, state or local regulations; adverse changes in general economic or local conditions; inability of borrower to meet financial obligations; uninsured losses; and potential conflicts of interest between the Partnership and its Affiliates, including the General Partner.
Liquidity and Capital Resources
On October 12, 1988, the Partnership commenced an Offering of 10,000 (subject to increase to 30,000) Limited Partnership Units pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. On October 6, 1989, the Offering terminated with a total of 30,000 Units sold to the public at $1,000 per Unit resulting in $30,000,000 in gross offering proceeds, which does not include the Initial Limited Partner and the General Partner. All of the holders of these Units have been admitted to the Partnership. The Limited Partners of the Partnership share in their portion of benefits of ownership of the Partnership's real property investments according to the number of Units held.
The Partnership used $25,187,069 of gross offering proceeds to purchase on an all-cash basis twenty-five parcels of undeveloped land and an option to purchase undeveloped land. These investments include the payment of the purchase price, acquisition fees and acquisition costs of such properties. Fourteen of the parcels were purchased during 1989 and eleven during 1990. As of September 30, 2002, the Partnership has had multiple sales transactions, through which it has disposed of approximately 1,077 acres of the approximately 3,102 acres originally owned. As of September 30, 2002, cumulative distributions to the Limited Partners have totaled $13,573,623 (which represents a return of Invested Capital, as defined in the Partnership Agreement) and $153,743 to the General Partner. Through September 30, 2002, the Partnership has used $15,768,903 of working capital reserve for rezoning and other activities. Such amounts have been capitalized and are included in investments in land.
The Partnership's capital needs and resources will vary depending upon a number of factors, including the extent to which the Partnership conducts rezoning and other activities relating to utility access, the installation of roads, subdivision and/or annexation of land to a municipality, changes in real estate taxes affecting the Partnership's land, and the amount of revenue received from leasing. As of September 30, 2002, the Partnership owns, in whole or in part, sixteen of its twenty-five 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 September 30, 2002, the Partnership had cash and cash equivalents of $1,714,617, of which approximately $44,000 is reserved for the repurchase of Units through the Unit Repurchase Program. The remaining amount is available to be used for Partnership expenses and liabilities, cash distributions to partners and other activities with respect to some or all of its land parcels. The Partnership has increased its parcel sales effort in anticipation of rising land values.
-15-
The Partnership plans to enhance the value of its land through pre-development activities such as rezoning annexation and land planning. The Partnership has already been successful in, or is in the process of pre-development activity on a majority of the Partnership's land investments. Parcels 4, 6 and 7 have completed two phases of improvements for an industrial park and sites are being marketed. Parcel 16 has been zoned with development and sales marketing underway. Parcel 12 was annexed and zoned during the third quarter of 2002 and marketing has begun. Zoning discussions have begun on Parcel 12, 17, 18 and 22.
Results of Operations
As of September 30, 2002, the Partnership owned sixteen parcels of land consisting of approximately 2,025 acres. Of the 2,025 acres owned, approximately 1,848 acres are tillable, leased to local farmers and generate sufficient cash flow to cover property taxes, insurance and other miscellaneous expenses.
Income from the sale of investment in land and improvements and the cost of land sold for the nine months ended September 30, 2002 is the result of the sale of approximately 2 acres of Parcel 4. Income from the sale of investments in land and improvements and the cost of land sold for the nine months ended September 30, 2001 is the result of the sale of approximately 2.3 acres of Parcel 4 and the sale of Parcel 13.
Professional services to Affiliates increased for the nine months ended September 30, 2002, as compared to the nine months ended September 30, 2001, due to an increase in legal services.
General and administrative expenses to Affiliates decreased for the nine months ended September 30, 2002, as compared to the nine months ended September 30, 2001, due to decreases in postage and investor service expenses.
Marketing expenses to non-affiliates increased for the nine months ended September 30, 2002, as compared to the nine months ended September 30, 2001, due to an increase in marketing, advertising and travel expenses relating to marketing the land portfolio to prospective purchasers.
Land operating expenses to non-affiliates increased for the nine months ended September 30, 2002, as compared to the nine months ended September 30, 2001, due to an increase in real estate tax expense.
As of September 30, 2002, the Partnership has recorded an allowance for doubtful accounts of $767,248 relating to the accrued interest receivable on mortgage loans resulting from the sale of various parcels.
-16-
Item 3: Quantitative and Qualitative Disclosures about Market Risks
Not Applicable.
Item 4: Controls and Procedures
Within 90 days prior to the filing date of this report, the General Partner conducted, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, the principal executive officer and principal financial officer concluded that 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 have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.
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:
99.1 Section 906 Certification by the Principal Executive Officer
99.2 Section 906 Certification by the Principal Financial Officer
(b) Reports on Form 8-K:
None
-17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
INLAND LAND APPRECIATION FUND, L.P. |
|
By: |
Inland Real Estate Investment Corporation |
General Partner |
|
/S/ BRENDA G. GUJRAL |
|
By: |
Brenda G. Gujral |
President |
|
Date: |
November 12, 2002 |
/S/ PATRICIA A. DELROSSO |
|
By: |
Patricia A. DelRosso |
Senior Vice President |
|
Date: |
November 12, 2002 |
/S/ KELLY TUCEK |
|
By: |
Kelly Tucek |
Assistant Vice President and |
|
Principal Financial Officer |
|
Date: |
November 12, 2002 |
-18-
Section 302 CERTIFICATION
I, Brenda G. Gujral, President, certify that:
By: Inland Real Estate Investment Corporation
General Partner
/S/ Brenda G. Gujral
Name: Brenda G. Gujral
Title: President of the General Partner and
Principal Executive Officer of Inland Land Appreciation Fund, L.P
Date: November 12, 2002
-19-
Section 302 CERTIFICATION
I, Kelly Tucek, Assistant Vice President, certify that:
By: Inland Real Estate Investment Corporation
General Partner
/S/ Kelly Tucek
Name: Kelly Tucek
Title: Assistant Vice President of the General Partner and
Principal Executive Officer of Inland Land Appreciation Fund, L.P
Date: November 12, 2002
-20-