UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For The Fiscal Year Ended December 31, 2000
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission file #0-18431
Inland Land Appreciation Fund, L.P.
(Exact name of registrant as specified in its charter)
|
Delaware |
36-3544798 |
|
(State of organization) |
(I.R.S. Employer Identification Number) |
|
2901 Butterfield Road, Oak Brook, Illinois |
60523 |
|
(Address of principal executive office) |
(Zip Code) |
Registrant's telephone number, including area code: 630-218-8000
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class: |
Name of each exchange on which registered: |
|
None |
None |
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP UNITS
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[X]
State the aggregate market value of the voting stock held by nonaffiliates of the registrant. Not applicable.
The Prospectus of the Registrant dated October 12, 1988, as supplemented and filed pursuant to Rule 424(b) and 424(c) under the Securities Act of 1933 is incorporated by reference in Parts I, II and III of this Annual Report on Form 10-K .
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
TABLE OF CONTENTS
|
Part I |
Page |
|
|
Item 1. |
Business |
3 |
|
Item 2. |
Properties |
5 |
|
Item 3. |
Legal Proceedings |
5 |
|
Item 4. |
Submission of Matters to a Vote of Security Holders |
5 |
|
Part II |
||
|
Item 5. |
Market for Partnership's Limited Partnership Units and Related Security Holder Matters |
6 |
|
Item 6. |
Selected Financial Data |
7 |
|
Item 7. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
8 |
|
Item 7(a) |
Quantitative and Qualitative Disclosure About Market Risk |
11 |
|
Item 8. |
Financial Statements and Supplementary Data |
12 |
|
Item 9. |
Changes in and Disagreements with Independent Auditors on Accounting and Financial Disclosure |
30 |
|
Part III |
||
|
Item 10. |
Directors and Executive Officers of the Registrant |
30 |
|
Item 11. |
Executive Compensation |
35 |
|
Item 12. |
Security Ownership of Certain Beneficial Owners and Management |
36 |
|
Item 13. |
Certain Relationships and Related Transactions |
36 |
|
Part IV |
||
|
Item 14. |
Exhibits, Financial Statement Schedules, and Reports on Form 8-K |
37 |
|
|
SIGNATURES |
38 |
PART I
Item 1. Business
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. The Offering terminated on October 6, 1989, with total sales of 30,000 Units, at $1,000 per Unit, resulting in gross offering proceeds of $30,000,000, which does not include the General Partner or the Initial Limited Partner. All of the holders of these Units have been admitted to the Partnership. Inland Real Estate Investment Corporation is the General Partner. 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. 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 December 31, 2000, 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 Invested Capital.
The Partnership is engaged in the business of real estate investment which management considers being a single operating segment. A presentation of information about operating segments would not be material to an understanding of the Partnership's business taken as a whole.
The Partnership acquired fee ownership of the following real property investments:
|
Gross Acres |
Purchase/Sales |
|
|
Parcel & Location |
Purchased/Sold |
Date |
|
Parcel 1, Kendall County, Illinois |
84.7360 |
01/19/89 |
|
|
(3.5200 |
sold 12/24/96) |
|
|
(.3520 |
sold 11/25/97) |
|
|
(80.8640 |
sold 12/29/97) |
|
Parcel 2, McHenry County, Illinois |
223.4121 |
01/19/89 |
|
|
(183.3759 |
sold 12/27/90) |
|
(40.0362 |
sold 05/11/00) |
|
|
Parcel 3, Kendall County, Illinois |
20.0000 |
02/09/89 |
|
|
(20.0000 |
sold 05/08/90) |
|
Parcel 4, Kendall County, Illinois |
69.2760 |
04/18/89 |
|
(.4860 |
sold 02/28/91) |
|
|
(27.5750 |
sold 08/25/95) |
|
|
(3.9500 |
sold 11/01/00) |
|
|
Parcel 5, Kendall County, Illinois |
372.2230 (a) |
05/03/89 |
|
|
(Option |
sold 04/06/90) |
|
Parcel 6, Kendall County, Illinois |
78.3900 |
06/21/89 |
|
Parcel 7, Kendall County, Illinois |
77.0490 |
06/21/89 |
|
Gross Acres |
Purchase/Sales |
|
|
Parcel & Location |
Purchased/Sold |
Date |
|
Parcel 8, Kendall County, Illinois |
5.0000 |
06/21/89 |
|
|
(5.0000 |
sold 10/06/89) |
|
Parcel 9, McHenry County, Illinois |
51.0300 |
08/07/89 |
|
Parcel 10, McHenry County, Illinois |
123.9400 |
08/07/89 |
|
|
(123.9400 |
sold 12/06/89) |
|
Parcel 11, McHenry County, Illinois |
30.5920 |
08/07/89 |
|
Parcel 12, Kendall County, Illinois |
90.2710 |
10/31/89 |
|
|
(.7090 |
sold 04/26/91) |
|
Parcel 13, McHenry County, Illinois |
92.7800 |
11/07/89 |
|
|
(2.0810 |
sold 09/18/97) |
|
Parcel 14, McHenry County, Illinois |
76.2020 |
11/07/89 |
|
Parcel 15, Lake County, Illinois |
84.5564 |
01/03/90 |
|
|
(10.5300 |
sold Var 1996) |
|
|
(5.4680 |
sold Var 1997) |
|
|
(68.5584 |
sold Var 1998) |
|
Parcel 16, Kane/Kendall Counties, |
72.4187 |
01/29/90 |
|
Illinois |
(30.9000 |
sold 07/10/98) |
|
|
(10.3910 |
sold 12/15/99) |
|
(3.1000 |
sold 12/12/00) |
|
|
Parcel 17, McHenry County, Illinois |
99.9240 |
01/29/90 |
|
|
(27.5100 |
sold 01/29/99) |
|
Parcel 18, McHenry County, Illinois |
71.4870 |
01/29/90 |
|
|
(1.0000 |
sold Var 1990) |
|
|
(.5200 |
sold 03/11/93) |
|
Parcel 19, McHenry County, Illinois |
63.6915 |
02/23/90 |
|
Parcel 20, Kane County, Illinois |
224.1480 |
02/28/90 |
|
|
(.2790 |
sold 10/17/91) |
|
Parcel 21, Kendall County, Illinois |
172.4950 |
03/08/90 |
|
|
(172.4950 |
sold Var 1998) |
|
Parcel 22, McHenry County, Illinois |
254.5250 |
04/11/90 |
|
Parcel 23, Kendall County, Illinois |
140.0210 |
05/08/90 |
|
|
(4.4100 |
sold Var 1993) |
|
|
(35.8800 |
sold Var 1994) |
|
|
(3.4400 |
sold Var 1995) |
|
|
(96.2910 |
sold 08/26/99) |
|
Gross Acres |
Purchase/Sales |
|
|
Parcel & Location |
Purchased/Sold |
Date |
|
Parcel 24, Kendall County, Illinois |
298.4830 |
05/23/90 |
|
|
(12.4570 |
sold 05/25/90) |
|
|
(4.6290 |
sold 04/01/96) |
|
Parcel 25, Kane County, Illinois |
225.0000 |
06/01/90 |
Reference is made to Note 4 of the Notes to Financial Statements (Item 8 of this Annual Report) for additional descriptions of the Partnership's real property investments.
The Partnership had purchased on an all-cash basis, twenty-five parcels of undeveloped land and is engaged in the rezoning and resale of the parcels. All of the investments were made in the Chicago metropolitan area. The anticipated holding period of the land was approximately two to seven years from the completion of the land portfolio acquisitions. As of December 31, 2000, the Partnership has had multiple sales transactions, through which it has disposed of approximately 980 acres of the approximately 3,102 acres originally owned.
The General Partner anticipates that land purchased by the Partnership will produce sufficient income to pay property taxes, insurance and other miscellaneous expenses. Income will be derived through leases to farmers or from other activities compatible with undeveloped land. The majority of the parcels purchased by the Partnership consist of land which generates revenue from farming or other leasing activities. It is not expected that the Partnership will generate cash distributions to investors from farm leases or other activities.
The Partnership had no employees during 2000.
The terms of transactions between the Partnership and Affiliates of the General Partner of the Partnership are set forth in Item 11 below and Note 3 of the Notes to Financial Statements (Item 8 of this Annual Report) to which reference is hereby made for a description of such terms and transactions.
Item 2. Properties
The Partnership owns directly the parcels of land referred to in Item 1 and in Note 4 of the Notes to Financial Statements (Item 8 of this Annual Report) to which reference is hereby made for a description of said parcels.
Item 3. Legal Proceedings
The Partnership is not subject to any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during 2000.
PART II
Item 5. Market for the Partnership's Limited Partnership Units and Related Security Holder Matters
As of December 31, 2000, there were 3,181 holders of Units of the Partnership. There is no public market for Units nor is it anticipated that any public market for Units will develop.
Although the Partnership has established a Unit Repurchase Program, funds for repurchase of Units are limited. Reference is made to "Unit Repurchase Program" on pages 17-18 of the Prospectus of the Partnership dated October 12, 1988, which is incorporated herein by reference. As of December 31, 2000, the Partnership had approximately $42,500 available for the repurchase of Units.
Item 6. Selected Financial Data
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
For the years ended December 31, 2000, 1999, 1998, 1997, and 1996
(not covered by Independent Auditors' Report)
|
2000 |
1999 |
1998 |
1997 |
1996 |
||
|
Total assets |
$ |
25,475,076 |
24,680,969 |
25,809,385 |
28,057,898 |
28,788,243 |
|
Total income |
$ |
1,383,351 |
4,021,769 |
8,008,204 |
6,438,303 |
1,348,095 |
|
Net income |
$ |
845,328 |
1,882,472 |
2,030,823 |
171,674 |
451,249 |
|
Net income (loss) allocated to the one General Partner Unit |
$ |
3,335 |
4,063 |
2,529 |
(1,726) |
(822) |
|
Net income allocated per Limited Partnership Unit (b) |
$ |
28.45 |
63.46 |
68.47 |
5.85 |
15.20 |
|
Distributions per Limited Partnership Unit from sales (b)(c) |
$ |
50.68 |
89.55 |
115.68 |
62.41 |
- |
|
Weighted average Limited Partnership Units |
29,596 |
29,599 |
29,621 |
29,639 |
29,739 |
Item 7. 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 annual report on Form 10-K 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; 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 December 31, 2000, the Partnership has had multiple sales transactions, through which it has disposed of approximately 980 acres of the approximately 3,102 acres originally owned. As of December 31, 2000, 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 December 31, 2000, the Partnership has used $12,747,466 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 December 31, 2000, the Partnership owns, in whole or in part, seventeen 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 December 31, 2000, the Partnership had cash and cash equivalents of $920,893, of which approximately $42,500 is reserved for the repurchase of Units through the Unit Repurchase Program. The remaining $878,393 is available to be used for the 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.
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 one phase of improvements for an industrial park and sites are being marketed. A second phase began in late 2000 and a third phase is slated for spring 2001. Parcel 16 has been zoned with development and sales marketing underway. Zoning discussions have begun on Parcel 12. The Partnership sold the remaining acres of Parcel 2 to an unaffiliated third-party (see Note 4 of the Notes to Financial Statements.)
Results of Operations
As of December 31, 2000, the Partnership owned seventeen parcels of land consisting of approximately 2,122 acres. Of the 2,122 acres owned, approximately 1,940 acres are tillable, leased to local farmers and generate sufficient cash flow to cover property taxes, insurance and other miscellaneous expenses. Sale of investments in land and improvements and cost of land sold for the year ended December 31, 2000 is a result of the sale of approximately 40 acres of Parcel 2, the sale of an additional lot of Parcel 4 and the sale of 3 acres of Parcel 16. Sale of investments in land and improvements and cost of land sold for the year ended December 31, 1999 is a result of the sale of approximately 134 acres, including the remaining acreage of Parcel 23, the sale of approximately 10 acres of Parcel 16 and the sale of approximately 28 acres of Parcel 17. Sale of investments in land and improvements and cost of land sold for the year ended December 31, 1998 is a result of the sale of approximately 272 acres, including the remaining acreage of Parcels 15 and 21 and the sale of approximately 31 acres of Parcel 16. Reference is made to Note 4 of the Notes to Financial Statements for additional discussion on the sales of the Partnership's real property investments.
Rental income decreased for the year ended December 31, 2000, as compared to the year ended December 31, 1999, due to a decrease in acres farmed due to land sales. Rental income increased for the year ended December 31, 1999, as compared to the year ended December 31, 1998, due to the annual increase in lease amounts from tenants.
Interest income decreased for the years ended December 31, 2000 and 1999, as compared to the year ended December 31, 1998, primarily as a result of less interest income earned on the mortgage loans receivable as the Partnership received paydowns on the mortgages from the sales of Parcels 15 and 21. This decrease was partially offset by an increase in interest income on the mortgage loan receivable on Parcel 23. See Note 6 of the Notes to Financial Statements for further discussion of the terms of the mortgage loans receivable received from these sales.
Professional services to Affiliates increased for the year ended December 31, 2000, as compared to the year ended December 31, 1999, due to an increase in legal services. Professional services to Affiliates decreased for the year ended December 31, 1999, as compared to the year ended December 31, 1998, due to a decrease in legal services and accounting services. Professional services to non-affiliates decreased for the year ended December 31, 1999, as compared to the year ended December 31, 1998, due primarily to a decrease in legal services.
General and administrative expenses to Affiliates increased for the year ended December 31, 2000, as compared to the year ended December 31, 1999, due primarily to an increase in investor services expenses. General and administrative expenses to Affiliates decreased for the year ended December 31, 1999, as compared to the year ended December 31, 1998, due to a decrease in postage and investor services, which was partially offset by an increase in data processing expenses. General and administrative expenses to non-affiliates increased for the year ended December 31, 1999, as compared to the year ended December 31, 1998, due to an increase in the Illinois Replacement Tax paid.
Marketing expenses to Affiliates decreased for the years ended December 31, 2000 and 1999, as compared to the year ended December 31, 1998, due to an increase in the capitalization of marketing costs to the specific land parcels. Marketing expenses to non-affiliates decreased for the year ended December 31, 2000 and 1999, as compared to the year ended December 31, 1998, due to a decrease in non-recurring advertising and travel expenses related to marketing the land portfolio to prospective purchasers.
Land operating expenses to Affiliates decreased for the year ended December 31, 1999, as compared to the year ended December 31, 1998, due to a decrease in Asset Management Fees incurred. Asset Management Fees are limited to a cumulative total over the life of the Partnership of 2% of the land's original cost. As of June 30, 1998, the Partnership had met this limit. Land operating expenses to non-affiliates increased for the year ended December 31, 2000, as compared to the year ended December 31, 1999, due to costs relating to a proposed spec building on one of the parcels. Land operating expenses to non-affiliates decreased for the year ended December 31, 1999, as compared to the year ended December 31, 1998, due to a decrease in repairs and grounds maintenance expenses of the Partnership's land investments.
Selected Quarterly Financial Data (unaudited)
The following represents the results of operations for each quarter during the years ended December 31, 2000 and 1999.
|
2000 |
|||||
|
12/31 |
09/30 |
06/30 |
03/31 |
||
|
Total income |
$ |
721,490 |
158,363 |
350,506 |
152,992 |
|
Net income |
507,186 |
125,667 |
145,874 |
66,601 |
|
|
Net income per common share, basic and diluted: |
17.14 |
4.25 |
4.93 |
2.25 |
|
|
1999 |
|||||
|
12/31 |
09/30 |
06/30 |
03/31 |
||
|
Total income |
$ |
1,668,660 |
1,506,532 |
212,480 |
634,097 |
|
Net income/(loss) |
1,333,932 |
182,266 |
169,498 |
196,776 |
|
|
Net income per common share, basic and diluted: |
45.07 |
6.16 |
5.73 |
6.65 |
|
Inflation
Inflation in future periods may cause capital appreciation of the Partnership's investments in land. Rental income levels (from leases to new tenants or renewals of existing tenants) will rise and fall in accordance with normal agricultural market conditions and may or may not be affected by inflation.
Item 7(a). Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Item 8. Financial Statements and Supplementary Data
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Index
|
Page |
|
|
Independent Auditors' Report |
13 |
|
Financial Statements: |
|
|
Balance Sheets, December 31, 2000 and 1999 |
14 |
|
Statements of Operations, for the years ended December 31, 2000, 1999, and 1998 |
16 |
|
Statements of Partners' Capital, for the years ended December 31, 2000, 1999, and 1998 |
18 |
|
Statements of Cash Flows, for the years ended December 31, 2000, 1999, and 1998 |
19 |
|
Notes to Financial Statements |
21 |
Schedules not filed:
All schedules have been omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.
INDEPENDENT AUDITORS' REPORT
To the Partners of
Inland Land Appreciation Fund, L.P.
We have audited the accompanying balance sheets of Inland Land Appreciation Fund, L.P. (a limited partnership) as of December 31, 2000 and 1999, and the related statements of operations, partners' capital, and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the financial position of Inland Land Appreciation Fund, L.P. as of December 31, 2000 and 1999, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
Chicago, Illinois
February 2, 2001
(February 28, 2001, as to Note 8)
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Balance Sheets
December 31, 2000 and 1999
Assets
|
2000 |
1999 |
||
|
Current assets: |
|||
|
Cash and cash equivalents (Note 1) |
$ |
920,893 |
696,685 |
|
Accounts and accrued interest receivable (Note 6) |
740,430 |
462,209 |
|
|
Current portion of mortgage loans receivable (Note 6) |
- |
1,427,057 |
|
|
Other current assets |
1,510 |
1,371 |
|
|
Total current assets |
1,662,833 |
2,587,322 |
|
|
Other assets |
46,840 |
42,984 |
|
|
Mortgage loans receivable, less current portion (Note 6) |
2,658,386 |
1,747,986 |
|
|
Investments in land and improvements, at cost (including acquisition fees paid to Affiliates of $869,139 and $877,618 at December 31, 2000 and 1999, respectively) (Notes 3 and 4) |
21,107,017 |
20,302,677 |
|
|
Total assets |
$ |
25,475,076 |
24,680,969 |
|
|
See accompanying notes to financial statements.
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Balance Sheets
(continued)
December 31, 2000 and 1999
Liabilities and Partners' Capital
|
2000 |
1999 |
||
|
Current liabilities: |
|||
|
Accounts payable |
$ |
4,881 |
9,617 |
|
Accrued real estate taxes |
47,843 |
45,099 |
|
|
Due to Affiliates (Notes 3 and 7) |
19,823 |
42,744 |
|
|
Notes payable to Affiliate (Note 7) |
3,993,750 |
2,493,750 |
|
|
Unearned income |
19,280 |
3,207 |
|
|
Total current liabilities |
4,085,577 |
2,594,417 |
|
|
Deferred gain on sale of investments in land and improvements (Note 6) |
255,758 |
296,357 |
|
|
Partners' capital (Notes 1 and 2): |
|||
|
General Partner: |
|||
|
Capital contribution |
500 |
500 |
|
|
Cumulative net income |
175,876 |
172,541 |
|
|
Cumulative cash distributions |
(153,743) |
(153,743) |
|
|
|
22,633 |
19,298 |
|
|
Limited Partners: |
|||
|
Units of $1,000. Authorized 30,001 Units, 29,593 and 29,596 outstanding at December 31, 2000 and 1999, respectively (net of offering costs of $3,768,113, of which $1,069,764 was paid to Affiliates) |
25,873,403 |
25,875,185 |
|
|
Cumulative net income |
8,811,328 |
7,969,335 |
|
|
Cumulative cash distributions |
(13,573,623) |
(12,073,623) |
|
|
|
21,111,108 |
21,770,897 |
|
|
Total Partners' capital |
21,133,741 |
21,790,195 |
|
|
Total liabilities and Partners' capital |
$ |
25,475,076 |
24,680,969 |
See accompanying notes to financial statements.
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Statements of Operations
For the years ended December 31, 2000, 1999 and 1998
|
2000 |
1999 |
1998 |
||
|
Income: |
||||
|
Sale of investments in land and improvements (Note 4) |
$ |
770,078 |
3,286,385 |
5,742,721 |
|
Recognition of deferred gain on sale of investments in land and improvements (Note 6) |
40,599 |
110,504 |
1,574,424 |
|
|
Rental income (Note 5) |
254,617 |
268,149 |
240,240 |
|
|
Interest income |
311,036 |
353,231 |
433,319 |
|
|
Other income |
7,021 |
3,500 |
17,500 |
|
|
1,383,351 |
4,021,769 |
8,008,204 |
||
|
Expenses: |
||||
|
Cost of land sold |
298,882 |
1,920,750 |
5,539,189 |
|
|
Professional services to Affiliates |
32,696 |
28,797 |
47,335 |
|
|
Professional services to non-affiliates |
29,750 |
30,732 |
32,672 |
|
|
General and administrative expenses to Affiliates |
22,339 |
20,077 |
22,907 |
|
|
General and administrative expenses to non-affiliates |
31,544 |
31,700 |
17,123 |
|
|
Marketing expenses to Affiliates |
14,216 |
27,869 |
90,279 |
|
|
Marketing expenses to non-affiliates |
23,351 |
17,517 |
63,967 |
|
|
Land operating expenses to Affiliates |
- |
- |
25,858 |
|
|
Land operating expenses to non-affiliates |
85,245 |
61,855 |
138,051 |
|
|
538,023 |
2,139,297 |
5,977,381 |
||
|
Net income |
$ |
845,328 |
1,882,472 |
2,030,823 |
See accompanying notes to financial statements.
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Statements of Operations
(continued)
For the years ended December 31, 2000, 1999 and 1998
|
2000 |
1999 |
1998 |
||
|
Net income allocated (Note 2): |
||||
|
General Partner |
$ |
3,335 |
4,063 |
2,529 |
|
Limited Partners |
841,993 |
1,878,409 |
2,028,294 |
|
|
Net income |
$ |
845,328 |
1,882,472 |
2,030,823 |
|
Net income allocated to the one General Partner Unit |
$ |
3,335 |
4,063 |
2,529 |
|
Net income per Unit allocated to Limited Partners per weighted average Limited Partnership Units (29,596 29,599 and 29,621 for the years ended December 31, 2000, 1999 and 1998, respectively) |
$ |
28.45 |
63.46 |
68.47 |
See accompanying notes to financial statements.
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Statements of Partners' Capital
For the years ended December 31, 2000, 1999 and 1998
|
General |
Limited |
|||
|
Partner |
Partners |
Total |
||
|
Balance at January 1, 1998 |
$ |
12,706 |
23,966,809 |
23,979,515 |
|
Net income (Note 2) |
2,529 |
2,028,294 |
2,030,823 |
|
|
Distributions to Partners ($115.68 per weighted average Limited Partnership Units of 29,621) (Note 2) |
- |
(3,426,619) |
(3,426,619) |
|
|
Repurchase of Limited Partnership Units |
- |
(18,378) |
(18,378) |
|
|
Balance at December 31, 1998 |
15,235 |
22,550,106 |
22,565,341 |
|
|
Net income (Note 2) |
4,063 |
1,878,409 |
1,882,472 |
|
|
Distributions to Partners ($89.55 per weighted average Limited Partnership Units of 29,599) (Note 2) |
- |
(2,650,785) |
(2,650,785) |
|
|
Repurchase of Limited Partnership Units |
- |
(6,833) |
(6,833) |
|
|
Balance at December 31, 1999 |
19,298 |
21,770,897 |
21,790,195 |
|
|
Net income (Note 2) |
3,335 |
841,993 |
845,328 |
|
|
Distributions to Partners ($50.68 per weighted average Limited Partnership Units of 29,596) (Note 2) |
- |
(1,500,000) |
(1,500,000) |
|
|
Repurchase of Limited Partnership Units |
- |
(1,782) |
(1,782) |
|
|
Balance at December 31, 2000 |
$ |
22,633 |
21,111,108 |
21,133,741 |
See accompanying notes to financial statements.
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Statements of Cash Flows
For the years ended December 31, 2000, 1999 and 1998
|
2000 |
1999 |
1998 |
||
|
Cash flows from operating activities: |
||||
|
Net income |
$ |
845,328 |
1,882,472 |
2,030,823 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
||||
|
Gain on sale of investments in land and improvements |
(471,196) |
(1,365,635) |
(203,532) |
|
|
Recognition of deferred gain on sale of investments in land and improvements |
(40,599) |
(110,504) |
(1,574,424) |
|
|
Changes in assets and liabilities: |
||||
|
Accounts and accrued interest receivable |
(278,221) |
(280,388) |
(180,460) |
|
|
Other assets |
26,005 |
(22,856) |
657 |
|
|
Accounts payable |
(4,736) |
7,120 |
(22,688) |
|
|
Accrued real estate taxes |
2,744 |
2,925 |
(5,715) |
|
|
Due to Affiliates |
(22,921) |
(232,553) |
(264,432) |
|
|
Unearned income |
16,073 |
(50,817) |
34,746 |
|
|
Net cash provided by (used in) operating activities |
72,477 |
(170,236) |
(185,025) |
|
|
Cash flows from investing activities: |
||||
|
Principal payments collected on mortgage loans receivable |
516,657 |
1,206,151 |
4,918,596 |
|
|
Additions to investments in land and improvements |
(1,103,222) |
(782,498) |
(1,131,328) |
|
|
Proceeds from disposition of investments in land and improvements |
770,078 |
1,966,944 |
1,356,292 |
|
|
Net cash flow provided by investing activities |
183,513 |
2,390,597 |
5,143,560 |
|
|
Cash flows from financing activities: |
||||
|
Repurchase of Limited Partnership Units |
(1,782) |
(6,833) |
(18,378) |
|
|
Net proceeds from notes payable to Affiliate |
1,500,000 |
- |
(395,098) |
|
|
Loan fees |
(30,000) |
- |
- |
|
|
Cash distributions |
(1,500,000) |
(2,650,785) |
(3,426,619) |
|
|
Net cash flow used in financing activities |
(31,782) |
(2,657,618) |
(3,840,095) |
See accompanying notes to financial statements.
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Statements of Cash Flows
(continued)
For the years ended December 31, 2000, 1999 and 1998
|
2000 |
1999 |
1998 |
||
|
Net increase (decrease) in cash and cash equivalents |
$ |
224,208 |
(437,257) |
1,118,440 |
|
Cash and cash equivalents at beginning of year |
696,685 |
1,133,942 |
15,502 |
|
|
Cash and cash equivalents at end of year |
$ |
920,893 |
696,685 |
1,133,942 |
Supplemental schedule of non-cash investing and financing activities:
|
2000 |
1999 |
1998 |
||
|
Mortgage loans receivable |
$ |
- |
(1,350,000) |
(5,779,701) |
|
Reduction in investments in land and improvements |
298,882 |
1,920,750 |
5,539,189 |
|
|
Gain on sale of investments in land and improvements |
471,196 |
1,365,635 |
203,532 |
|
|
Assumption of note and interest payable to Affiliate |
- |
- |
(450,549) |
|
|
Deferred gain on sale of investments in land and improvements |
- |
30,559 |
1,843,821 |
|
|
Proceeds from disposition of investments in land and improvements |
$ |
770,078 |
1,966,944 |
1,356,292 |
See accompanying notes to financial statements.
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
For the years ended December 31, 2000, 1999 and 1998
(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 December 31, 2000, 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 Invested Capital.
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 period. Actual results could differ from those estimates.
Offering costs have been offset against the Limited Partners' capital accounts.
The Partnership considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents which are carried at cost, which approximates market.
Except as described in footnote (b) to Note 4 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.
Statement of Financial Accounting Standards No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS 121") requires the Partnership to record an impairment loss on its property to be held for investment whenever its carrying value cannot be fully recovered through estimated undiscounted future cash flows from their operations and sale. The amount of the impairment loss to be recognized would be the difference between the property's carrying value and the property's estimated fair value. As of December 31, 2000 and 1999, the Partnership has not recognized any such impairment.
The Partnership is required to pay a withholding tax to the Internal Revenue Service with respect to a Partner's allocable share of the Partnership's taxable net income, if the Partner is a foreign person. The Partnership will first pay the withholding tax from the distributions to any foreign partner, and to the extent that the tax exceeds the amount of distributions withheld, or if there have been no distributions to withhold, the excess will be accounted for as a distribution to the foreign partner. Withholding tax payments are made every April, June, September and December.
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
A presentation of information about operating segments as required in Statement of Financial Accounting Standards No. 131 "Disclosures About Segments of an Enterprise and Related Information" would not be material to an understanding of the Partnership's business taken as a whole as the Partnership is engaged in the business of real estate investment which management considers to be a single operating segment.
Effective January 1, 2001, the Partnerships adopted the provisions of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended by SFAS Nos. 137 and 138. This statement standardizes the accounting for derivative instruments by requiring that an entity recognize those items as assets or liabilities in the statement of financial position and measure them at fair value. It also provides for matching the timing of gain or loss recognition on the hedging instrument with the recognition of (a) the changes in fair value of the hedged asset or liability attributable to the hedged risk or (b) the earnings effect of the hedged forecasted transaction. The net impact of the adoption of SFAS No. 133 has no effect on the Partnership's financial statements.
No provision for Federal income taxes has been made as the liability for such taxes is that of the Partners rather than the Partnership.
The Partnership's records are maintained on the accrual basis of accounting in accordance with generally accepted accounting principles ("GAAP"). The Federal income tax return has been prepared from such records after making appropriate adjustments, if any, to reflect the Partnership's accounts as adjusted for Federal income tax reporting purposes. Such adjustments are not recorded in the records of the Partnership. The net effect of these items is summarized as follows:
|
2000 1999 |
||||||
|
Tax |
Tax |
|||||
|
GAAP |
Basis |
GAAP |
Basis |
|||
|
Basis |
(unaudited) |
Basis |
(unaudited) |
|||