Back to GetFilings.com



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 March 31, 2003
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    


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

-1-


INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)

Balance Sheets

March 31, 2003 and December 31, 2002
(unaudited)

Assets

   

2003

2002

Current assets:

     

  Cash and cash equivalents

$

1,256,073

1,350,883

  Accounts and accrued interest receivable (net of allowance for
    doubtful accounts of $767,248 at March 31, 2003 and December 31, 2002)     (Note 5)

 

204,330

202,172

  Current portion of mortgage loans receivable (Note 5)

 

2,101,007

2,101,007

  Other current assets

 

        2,038

         -    

       

Total current assets

 

   3,563,448

   3,654,062

       

Other assets

 

16,840

16,840

Deferred loan fees (net of accumulated amortization of $30,362 and
  $21,891 at March 31, 2003 and December 31, 2002, respectively)

 

47,145

55,616

Investments in land and improvements, at cost (including acquisition fees paid   to affiliates of $830,551 at March 31, 2003 and December 31, 2002)
  (Note 3)

 

  24,165,619

  23,885,361

       

Total assets

$

   27,793,052

   27,611,879

     


















See accompanying notes to financial statements.

-2-


INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)

Balance Sheets
(continued)

March 31, 2003 and December 31, 2002
(unaudited)

Liabilities and Partners' Capital

   

2003

2002

       

Current liabilities:

     

  Accounts payable

$

72,084 

71,485 

  Accrued real estate taxes

 

104,207 

82,966 

  Due to affiliates (Notes 2 and 6)

 

424,722 

355,351 

  Current portion of notes payable to affiliate (Note 6)

 

2,505,984 

2,520,984 

  Unearned income

 

797,597 

669,280 

  Current portion of deferred gain on sale of investments in land and     improvements (Note 5)

 

      242,368 

         -     

       

Total current liabilities

 

4,146,962 

3,700,066 

       

Notes payable to affiliate, less current portion (Note 6)

 

3,115,000 

3,100,000

Deferred gain on sale of investments in land and improvements (Note 5)

 

-     

242,368 

       

Partners' capital:

     

  General partner:

     

    Capital contribution

 

500 

500 

    Cumulative net income

 

169,786 

170,170 

    Cumulative cash distributions

 

     (153,743)

      (153,743)

       

 

       16,543 

        16,927 

  Limited Partners:

     

    Units of $1,000. Authorized 30,001 Units, 29,593 outstanding at       March 31, 2002 and December 31, 2002, (net of offering costs of       $3,768,113, of which $1,069,764 was paid to affiliates)

 

25,873,403 

25,873,403 

    Cumulative net income

 

9,746,467 

9,784,438 

    Cumulative cash distributions

 

   (15,105,323)

   (15,105,323)

       

 

    20,514,547 

    20,552,518 

       

Total partners' capital

 

    20,531,090 

    20,569,445 

       

Total liabilities and partners' capital

$

    27,793,052 

    27,611,879 

       




See accompanying notes to financial statements.

-3-


INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)

Statements of Operations

For the three months ended March 31, 2003 and 2002
(unaudited)

   

2003

2002

       

Income:

     

  Sale of investments in land and improvements (Note 3)

$

-     

75,636 

  Rental income (Note 4)

 

60,281 

63,889 

  Interest income

 

      3,028 

      -     

       
   

     63,309 

   139,525 

       

Expenses:

     

  Cost of land sold

 

-     

44,471 

  Professional services to affiliates

 

7,255 

9,763 

  Professional services to non-affiliates

 

31,000 

29,565 

  General and administrative expenses to affiliates

 

6,881 

7,612 

  General and administrative expenses to non-affiliates

 

9,386 

9,393 

  Marketing expenses to affiliates

 

3,193 

4,762 

  Marketing expenses to non-affiliates

 

10,404 

51,389 

  Land operating expenses to non-affiliates

 

25,074 

14,300 

  Amortization

 

8,471 

2,571 

  Bad debt expense

 

       -     

    593,794 

       
   

    101,664 

    767,620 

       

Net income (loss)

$

    (38,355)

   (628,095)

       

Net income (loss) allocated:

     

  General partner

$

(384)

(6,593)

  Limited partners

 

    (37,971)

    (621,502)

       

Net income (loss)

$

    (38,355)

    (628,095)

       

Net income (loss) allocated to the one general partner unit

$

       (384)

      (6,593)

       

Net income (loss)per unit allocated to limited partners per weighted   average limited partnership units (29,593 for the three months
  ended March 31, 2003 and 2002)

$

      (1.28)

      (21.00)

       



 

See accompanying notes to financial statements.

-4-


INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)

Statements of Cash Flows

For the three months ended March 31, 2003 and 2002
(unaudited)

   

2003

2002

Cash flows from operating activities:

     

  Net loss

$

(38,355)

(628,095)

  Adjustments to reconcile net loss to net cash provided by
    operating activities:

     

    Gain on sale of investments in land and improvements

 

-     

(31,165)

    Amortization

 

8,471 

2,571 

    Bad debt expense

 

-     

593,794 

    Changes in assets and liabilities:

     

      Accounts and accrued interest receivable

 

(2,158)

(3,884)

      Other assets

 

(2,038)

(10,082)

      Accounts payable

 

599 

37,181 

      Accrued real estate taxes

 

21,241 

12,171 

      Due to affiliates

 

69,371 

82,009 

      Unearned income

 

     128,317 

      33,516 

       

Net cash provided by operating activities

 

     185,448 

      88,016 

       

Cash flows from investing activities:

     

  Additions to investments in land and improvements

 

(280,258)

(234,621)

  Principal payments collected on mortgage loans receivable

 

-     

40 

  Proceeds from disposition of investments in land and improvements

 

         -     

       75,636 

       

Net cash used in investing activities

 

    (280,258)

     (158,945)

       

Net decrease in cash and cash equivalents

 

(94,810)

(70,929)

Cash and cash equivalents at beginning of period

 

    1,350,883 

     188,806 

       

Cash and cash equivalents at end of period

$

   1,256,073 

     117,877 

       










 

 

See accompanying notes to financial statements.

-5-


INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)

Notes to Financial Statements

March 31, 2003
(unaudited)

 

Readers of this quarterly report should refer to the Partnership's audited financial statements for the fiscal year ended December 31, 2002, which are included in the Partnership's 2002 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


Inland Land Appreciation Fund, L.P. (the "Partnership") was formed in October 198, 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 or units pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. Inland Real Estate Investment Corporation is our general partner. The offering terminated on October 6, 1989, after the Partnership had sold 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 as limited partners to the Partnership. The limited partners share in their portion of benefits of ownership of the real property investments according to the number of units held. As of March 31, 2003, the Partnership has repurchased 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 original capital as reduced by distributions from net sale proceeds.


Except as described in footnote (b) to Note 3 of these notes, we use the area method of cost allocation, which approximates the relative sales method of cost allocation, whereby a per acre price is used as the standard allocation method for land purchases and sales. The total cost of the parcel is divided by the total number of acres to arrive at a per acre price.


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 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.

-6-


INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)

Notes to Financial Statements
(continued)

March 31, 2003
(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 $6,362 and $6,242 were unpaid as of March 31, 2003 and December 31, 2002, 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 $3,193 and $4,762 have been incurred and are included in marketing expenses to affiliates for the three months ended March 31, 2003 and 2002, respectively, all of which was paid as of March 31, 2003 and December 31, 2002.


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, of which $8,641 and $10,905 was unpaid as of March 31, 2003 and December 31, 2002, respectively.

-7-


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

03/31/03

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

982,837

478,324

1,050,835

-     

(.4860)

02/28/91

               

(27.5750)

08/25/95

               
   

(3.9500)

11/01/00

               
   

(4.4000)

Var 2001

               
   

(2.1470)

Var 2002

               
                       

5

Kendall (a)

372.2230

05/03/89

 

2,532,227

135,943

2,668,170

452,898

160,313

2,960,755

-     

 

(Option)

04/06/90

               
                       

6

Kendall (b)

78.3900

06/21/89

 

416,783

31,691

448,474

1,124,538

-     

1,573,012

-     

                     

7

Kendall (b)

77.0490

06/21/89

 

84,754

8,163

92,917

1,105,190

-     

1,198,107

-     

                     

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

33,060

-     

642,387

-     

                     

-8-


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

03/31/03

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

35,693

-     

379,550

-     

                     

12

Kendall

90.2710

10/31/89

 

907,389

41,908

949,297

206,711

7,456

1,148,552

-     

(.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

67,294

-     

509,807

-     

                       

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

705,240

1,201,401

832,709

-     

(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

690,988

320,961

1,170,700

-     

(27.5100)

01/29/99

               
                       

-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

03/31/03

Recognized

18

McHenry

71.4870

01/29/90

$

496,116

26,259

522,375

123,319

11,109

634,585

-     

(1.0000)

Var 1990

               

(.5200)

03/11/93

               
                       

19

McHenry

63.6915

02/23/90

490,158

29,158

519,316

32,083

-     

551,399

-     

                       

20

Kane

224.1480

02/28/90

2,749,800

183,092

2,932,892

1,827,180

3,651

4,756,421

-     

(.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

133,377

-     

2,878,817

-     

                       

23

Kendall

140.0210

05/08/90

 

1,480,000

116,240

1,596,240

909,395

2,505,635

-     

-     

(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

52,420

436,638

1,074,477

-     

(12.4570)

05/25/90

               

(4.6290)

04/01/96

               
   

(69.82)

11/26/02

               
                       

25

Kane

225.0000

06/01/90

    2,600,000

     168,778

    2,768,778

         34,728

         -     

    2,803,506

        -     

                       

Totals

 

$

   23,624,761

   1,562,308

   25,187,069

    16,641,460

   17,662,910

   24,165,619

        -     

                       

-10-


INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)

Notes to Financial Statements

March 31, 2003
(unaudited)

(3) Investments in Land and Improvements (continued)

  1. Included in the purchase agreement of Parcel 5 was a condition that required the Partnership to buy an option to purchase an additional 243 acres immediately to the west of this parcel. The sale transaction relates to the sale of this option.
  2. The Partnership purchased from two independent third parties, two sets of three contiguous parcels of land (Parcels 6, 7 and 8; and Parcels 9, 10 and 11). The general partner believes that the total value of this land will be maximized if it is treated and marketed to buyers as six separate parcels and closed the transactions as six separate purchases to facilitate this. Parcels 6, 7 and 8 will be treated as one parcel and Parcels 9, 10 and 11 will be treated as one parcel for purposes of computing parcel capital (as defined) and distributions to the limited partners.
  3. Reconciliation of investments in land and improvements owned:

   

March 31,

December 31,

   

      2003     

      2002      

       

Balance at January 1,

$

23,885,361 

22,777,508 

Additions during period

 

280,258 

1,558,631 

Sales during period

 

         -     

  (450,778)

       

Balance at end of period

$

   24,165,619 

   23,885,361 



(4) Farm Rental Income


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


As of March 31, 2003, the Partnership had farm leases of generally one year in duration, for approximately 1,784 acres of the approximately 1,955 acres owned.



-11-


INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)

Notes to Financial Statements

March 31, 2003
(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 March 31, 2003, 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

03/31/03

12/31/02

03/31/03

03/31/03

1

12/30/03

9.00%

$  1,233,175

1,233,175

423,794

60,752

             

15

12/31/03

9.00%

144,557

144,557

123,358

4,947

             

21

06/30/03

9.00%

656,050

656,050

286,779

175,147

             

23

08/26/03

9.00%

  67,225

  67,225

   135,097

  1,522

             
     

2,101,007

2,101,007

969,028

242,368

             

  Less allowance for doubtful accounts

       -    

       -    

   767,248

       -    

             
     

$  2,101,007

  2,101,007

   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. During 2002, the general partner advanced an additional $12,234. The note accrues interest at a rate of prime plus .5% and has a maturity date which was extended to December 29, 2003. For the three months ended March 31, 2003, interest of $32,891 was capitalized, all of which was unpaid as of March 31, 2003.

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. During 2002, the general partner advanced an additional $15,000. The note accrues interest at a rate of prime plus .5% and has a maturity date of November 30, 2004. For the three months ended March 31, 2003, interest of $19,884 was capitalized, all of which was unpaid as of March 31, 2003.

-12-


INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)

Notes to Financial Statements

March 31, 2003
(unaudited)

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 three months ended March 31, 2003, interest of $18,740 was capitalized, all of which was unpaid as of March 31, 2003.

At March 31, 2003, the fair market value of the notes payable to affiliates approximated their carrying value.

-13-


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


Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this quarterly report on Form 10-Q constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among other things, the ability to obtain annexation and zoning approvals required to develop our properties; the approval of local governing bodies to develop our properties; successful lobbying of local "no growth" or limited development homeowner groups; adverse changes in real estate, financing and general economic or local conditions; eminent domain proceedings; changes in the environmental conditi ons or changes in the environmental positions of governmental bodies; and potential conflicts of interest between us and our affiliates, including our general partner.

 

Liquidity and Capital Resources


On October 12, 1988, we commenced an offering of 10,000 (subject to increase to 30,000) limited partnership units or units pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. On October 6, 1989, the offering terminated after we had sold 30,000 units at $1,000 per unit resulting in $30,000,000 in gross offering proceeds, which does not include the capital contribution made by the initial limited partner and the general partner. All of the holders of these units have been admitted as limited partners to our partnership. Our limited partners share in their portion of benefits of ownership of our real property investments according to the number of units held. As of March 31, 2003, the Partnership has repurchased 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 original capital as reduced by distri butions from net sale proceeds.


We 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. We purchased fourteen of the parcels during 1989 and eleven during 1990. As of March 31, 2003, we have had multiple sales transactions, through which we have disposed of approximately 1,147 acres of the approximately 3,102 acres originally owned, or approximately 37%. As of March 31, 2003, cumulative distributions to the limited partners have totaled $15,105,323 (which represents a return of original capital) and $153,743 to the general partner. Through March 31, 2003, we have used $16,641,460 of working capital reserve for rezoning and other activities. These amounts have been capitalized and are included in investments in land.


Our capital needs and resources will vary depending upon a number of factors, including the extent to which we conduct rezoning and other activities relating to utility access, the installation of roads, subdivision and/or annexation of land to a municipality, changes in real estate taxes affecting our land, and the amount of revenue received from leasing. As of March 31, 2003, we own, in whole or in part, sixteen of our 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, insurance and other miscellaneous property expenses.


At March 31, 2003, we had cash and cash equivalents of approximately $1,256,000, of which approximately $44,000 is reserved for the repurchase of units through the unit repurchase program. The remaining approximately $1,212,000 is available to be used for our costs and liabilities, cash distributions to partners and other costs and expenses associated with owning our land parcels. We plan to maximize our land sales effort in anticipation of rising land values.

We plan to enhance the value of our land through pre-development activities such as rezoning annexation and land planning. We have already been successful in, or are in the process of, pre-development activity on a majority of our land investments. 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 2002 and marketing has begun. Zoning discussions have begun on Parcel 12, 17, 18 and 22.

-14-


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 are included in professional services and general and administrative expenses to affiliates, of which $6,362 and $6,242 were unpaid as of March 31, 2003 and December 31, 2002, respectively.

An affiliate of our general partner performed marketing and advertising services for us and was reimbursed for direct costs. Such costs of $3,193, and $4,762 have been incurred and are included in marketing expenses to affiliates for the three months ended March 31, 2003 and 2002, respectively, all of which was paid as of March 31, 2003 and December 31, 2002.

An affiliate of our general partner performed property upgrades, rezoning, annexation and other activities to prepare our parcels for sale and was reimbursed for salaries and direct costs. As we paid the affiliate its actual costs, the affiliate did not recognize a profit on any project. Such costs are included in investments in land, of which $8,641and $10,905 was unpaid at March 31, 2003 and December 31, 2002, respectively.

On December 31, 1998, we obtained a loan from our general partner in the amount of $2,493,750 solely collateralized by Parcel 5. During 2002, our general partner advanced an additional $12,234. The note accrues interest at a rate of prime plus .5% and has a maturity date which was extended to December 29, 2003. For the three months ended March 31, 2003, interest of $32,891 was capitalized, all of which was unpaid as of March 31, 2003.

On December 6, 2000, we obtained a loan from our general partner in the amount of $1,500,000 collateralized by Parcels 17, 18 and 22. During 2002, our general partner advanced an additional $15,000. The note accrues interest at a rate of prime plus .5% and has a maturity date of November 30, 2004. For the three months ended March 31, 2003, interest of $19,884 was capitalized, all of which was unpaid as of March 31, 2003.

On September 17, 2002, we obtained a loan from our 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 three months ended March 31, 2003, interest of $18,740 was capitalized, all of which was unpaid as of March 31, 2003.

 -15-


Results of Operations


As of March 31, 2003, we owned sixteen parcels of land consisting of approximately 1,955 acres. Of the 1,955 acres owned, approximately 1,784 acres, or approximately 91%, were tillable and leased to local farmers and were generating sufficient cash flow to cover property taxes, insurance and other miscellaneous expenses for all parcels.


There was no sales activity for the three months ended March 31, 2003. Income from the sale of investment in land and improvements of $75,636 and the cost of land sold of $44,471 for the three months ended March 31, 2002 was the result of the sale of approximately one acre of Parcel 4.

Professional services to affiliates were $7,255 and $9,763 for the three months ended March 31, 2003 and 2002, respectively. This decrease is due to a decrease in legal services partially offset by an increase in accounting fees.


Marketing expenses to non-affiliates were $10,404 and $51,389 for the three months ended March 31, 2003 and 2002, respectively. This decease is due to a decrease in marketing, advertising and travel expenses relating to marketing the land portfolio to prospective purchasers.

Land operating expenses to non-affiliates were $25,074 and $14,300 for the three months ended March 31, 2003 and 2002, respectively. This increase is due to an increase in real estate taxes.


We determined that the maximum value of Parcels 1, 15, 21 and 23 could be realized if the parcels were developed and sold as individual lots. However, if we developed and sold individual lots directly to buyers, we could be deemed a dealer of real estate and our limited partners could be subject to unrelated business taxable income. Therefore, we sold the parcels to a third party developer whereby a significant portion of the sales price was represented by notes receivable from the buyer. These transactions were deemed installment sales. The velocity of the developer's individual lot sales was slower than the developer originally projected and consequently, the developer's carrying costs were higher. As a result of the development's financial difficulties, the net sale proceeds available to us are lower than projected. As of March 31, 2003, we had recorded an allowance for doubtful accounts of $767,248 relating to the accrued interest receivable on mortgage loans resulting from the sale of these parcels.


Item 3: Quantitative and Qualitative Disclosures about Market Risks

Not Applicable.

-16-


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:

May 12, 2003

   
   
 

/S/ PATRICIA A. DELROSSO

   

By:

Patricia A. DelRosso

 

Senior Vice President

Date:

May 12, 2003

   
   
 

/S/ KELLY TUCEK

   

By:

Kelly Tucek

 

Assistant Vice President and

 

Principal Financial Officer

Date:

May 12, 2003

 -18-


 

Section 302 CERTIFICATION

I, Brenda G. Gujral, President, certify that:

    1. I have reviewed this quarterly report on Form 10-Q of Inland Land Appreciation Fund, L.P.;
    2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
    3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
    4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
      1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
      2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
      3. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
    5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
      1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
      2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
    6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
    7. 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: May 12, 2003

      -19-


      Section 302 CERTIFICATION

      I, Kelly Tucek, Assistant Vice President, certify that:

    8. I have reviewed this quarterly report on Form 10-Q of Inland Land Appreciation Fund, L.P.;
    9. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
    10. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
    11. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
      1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
      2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
      3. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
    12. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
      1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
      2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
    13. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


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: May 12, 2003

-20-