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 |
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 |
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) |
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 |
$ |
(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 |
|||
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/ |
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)
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.
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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.
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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 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.
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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.
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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.
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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
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
INLAND 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 |
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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: May 12, 2003
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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: May 12, 2003
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