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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, 2001

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.

-1-


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

29

     
 

Part III

 
     

Item 10.

Directors and Executive Officers of the Registrant

29

     

Item 11.

Executive Compensation

33

     

Item 12.

Security Ownership of Certain Beneficial Owners and Management

34

     

Item 13.

Certain Relationships and Related Transactions

34

     
 

Part IV

 
     

Item 14.

Exhibits, Financial Statement Schedules, and Reports on Form 8-K

35

     

SIGNATURES

36

-2-


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, 2001, 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)

 

(4.4000     

sold Var 2001)

     

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

  1. Included in the purchase agreement of this parcel was a condition that required the Partnership to buy an option to purchase an additional 243 acres immediately to the west of this parcel.

-3-


 

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)

 

(90.6990

sold 02/15/01)

     

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

     

-4-


 

 

Gross Acres

Purchase/Sales

Parcel & Location

Purchased/Sold

Date

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)

     

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, 2001, the Partnership has had multiple sales transactions, through which it has disposed of approximately 1,075 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 2001.

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 2001.

-5-


PART II

 

Item 5. Market for the Partnership's Limited Partnership Units and Related Security Holder Matters

As of December 31, 2001, there were 3,164 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, 2001, the Partnership had approximately $42,900 available for the repurchase of Units.

 

-6-


Item 6. Selected Financial Data

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

For the years ended December 31, 2001, 2000, 1999, 1998, and 1997

(not covered by Independent Auditors' Report)

   

2001

2000

1999

1998

1997

             

Total assets

$

26,413,426

25,475,076

24,680,969

25,809,385

28,057,898

             

Total income

$

1,289,468

1,383,351

4,021,769

8,008,204

6,438,303

             

Net income

$

652,753

845,328

1,882,472

2,030,823

171,674

             

Net income (loss) allocated to the one General Partner Unit

$

2,807

3,335

4,063

2,529

(1,726)

             

Net income allocated per Limited Partnership Unit (b)

$

21.96

28.45

63.46

68.47

5.85

             

Distributions per Limited Partnership Unit from sales (b)(c)

$

-   

50.68

89.55

115.68

62.41

             

Weighted average Limited Partnership Units

 

29,593

29,596

29,599

29,621

29,639

  1. The above selected financial data should be read in conjunction with the financial statements and related notes appearing elsewhere in this Annual Report.
  2. The net income per Unit and distributions per Unit data is based upon the weighted average number of Units outstanding.
  3. Distributions from sales represent a return of Invested Capital, as defined in the Partnership Agreement.

-7-


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, 2001, the Partnership has had multiple sales transactions, through which it has disposed of approximately 1,075 acres of the approximately 3,102 acres originally owned. As of December 31, 2001, 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, 2001, the Partnership has used $14,802,571 of working capital reserved 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, 2001, the Partnership owns, in whole or in part, sixteen of its twenty-five original parcels, the majority of which are leased to local farmers and are generating sufficient cash flow from farm leases to cover property taxes and insurance.

 

-8-


At December 31, 2001, the Partnership had cash and cash equivalents of $188,806, of which approximately $42,900 is reserved for the repurchase of Units through the Unit Repurchase Program. The remaining $145,906 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 two phases of improvements for an industrial park and sites are being marketed. A third phase is slated for 2002. Parcel 16 has been zoned with development and sales marketing underway. Zoning discussions have begun on Parcel 12, 17,18 and 22.

Results of Operations

As of December 31, 2001, the Partnership owned sixteen parcels of land consisting of approximately 2,027 acres. Of the 2,027 acres owned, approximately 1,927 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, 2001 is a result of the sale of four lots of Parcel 4 and the sale of the balance of 91 acres of Parcel 13. 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 Parce l 16 and the sale of approximately 28 acres of Parcel 17. 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 increased for the year ended December 31, 2001 as compared to the year ended December 31, 2000, due to the annual increase in lease amount from tenants. 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.

-9-


Interest income decreased for the year ended December 31, 2001, as compared to the year ended December 31, 2000, primarily as a result of less interest income earned on the mortgage loans receivable as the Partnership received paydowns on the mortgages generated from the sales. The Partnership also had less cash available to invest on a short term basis during the year which also resulted in a decrease in interest income earned. Interest income decreased for the year ended December 31, 2000, as compared to the year ended December 31, 1999, primarily as a result of less interest income earned on the mortgage loans receivable as the Partnership received paydowns on the mortgages generated 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 sale s.

Professional services to Affiliates decreased for the year ended December 31, 2001, as compared to the year ended December 31, 2000, due to a decrease in legal services. 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.

General and administrative expenses to Affiliates decreased for the year ended December 31, 2001, as compared to the year ended December 31, 2000, due to a decrease in investor service expense and data processing expense. 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 non-affiliates decreased for the year ended December 31, 2001, as compared to the year ended December 31, 2000, due to an increase in the Illinois Replacement Tax paid and a decrease in printing costs.

Marketing expenses to Affiliates and non-affiliates increased for the year ended December 31, 2001, as compared to the year ended December 31, 2000, due to an increase in advertising related to marketing the land portfolio to prospective purchasers. Marketing expenses to Affiliates decreased for the year ended December 31, 2000, as compared to the year ended December 31, 1999, 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, as compared to the year ended December 31, 1999, due to a decrease in non-recurring advertising and travel expenses related to marketing the land portfolio to prospective purchasers.

Land operating expenses to non-affiliates decreased for the year ended December 31, 2001, as compared to the year ended December 31, 2000, due to a decrease in real estate tax expense in 2001 and one time costs incurred in 2000 relating to a proposed spec building. This decrease was partially offset by an increase in grounds maintenance expenses of the Partnership's land investments. 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.

-10-


 

 

Selected Quarterly Financial Data (unaudited)

The following represents the results of operations for each quarter during the years ended December 31, 2001 and 2000.

   

2001

   

12/31

09/30

06/30

03/31

Total income

$

124,462

705,257

208,982

250,767

Net income

 

67,435

306,004

126,894

152,420

           

Net income per common share, basic and   diluted:

 

2.28

10.34

4.29

5.15

   

2000

   

12/31

09/30

06/30

03/31

Total income

$

721,490

158,363

350,506

152,992

Net income/(loss)

 

507,186

125,667

145,874

66,601

           

Net income per common share, basic and   diluted:

 

17.14

4.25

4.93

2.25

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.

-11-


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, 2001 and 2000

14

   

  Statements of Operations, for the years ended December 31, 2001, 2000, and 1999

16

   

  Statements of Partners' Capital, for the years ended December 31, 2001, 2000, and 1999

17

   

  Statements of Cash Flows, for the years ended December 31, 2001, 2000, and 1999

18

   

  Notes to Financial Statements

20

 

 

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.

-12-


 

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) ("the Partnership") as of December 31, 2001 and 2000, and the related statements of operations, partners' capital, and cash flows for each of the three years in the period ended December 31, 2001. 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, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

 

February 5, 2002
Chicago, Illinois

 

-13-


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

Balance Sheets

December 31, 2001 and 2000

Assets

 

   

2001

2000

Current assets:

     

  Cash and cash equivalents

$

188,806

920,893

  Accounts and accrued interest receivable (Note 6)

 

969,028

740,430

  Current portion of mortgage loans receivable (Note 6)

 

144,557

-     

  Other current assets

 

5,172

1,510

       

Total current assets

 

1,307,563

1,662,833

       

Other assets

 

16,840

16,840

Loan fees (net of accumulated amortization of $10,284 and $0 at
  December 31, 2001 and 2000, respectively)

 

19,716

30,000

Mortgage loans receivable, less current portion (Note 6)

 

2,291,799

2,658,386

Investments in land and improvements, at cost (including acquisition fees paid   to Affiliates of $850,016 and $869,139 at December 31, 2001 and 2000,   respectively) (Notes 3 and 4)

 

22,777,508

21,107,017

       

Total assets

$

26,413,426

25,475,076

 

==========

=========

See accompanying notes to financial statements.

-14-


 

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

Balance Sheets
(continued)

December 31, 2001 and 2000

Liabilities and Partners' Capital

   

2001

2000

       

Current liabilities:

     

  Accounts payable

$

11,035 

4,881 

  Accrued real estate taxes

 

46,903 

47,843 

  Due to Affiliates (Notes 3 and 7)

 

56,006 

19,823 

  Notes payable to Affiliate (Note 7)

 

3,993,750 

3,993,750 

  Unearned income

 

269,280 

19,280 

       

Total current liabilities

 

4,376,974 

4,085,577 

       

Deferred gain on sale of investments in land and improvements (Note 6)

 

249,958 

255,758 

       

Partners' capital:

     

  General Partner:

     

    Capital contribution

 

500 

500 

    Cumulative net income

 

178,683 

175,876 

    Cumulative cash distributions

 

(153,743)

(153,743)

       

 

25,440 

22,633 

  Limited Partners:

     

    Units of $1,000. Authorized 30,001 Units, 29,593 outstanding at       December 31, 2001 and 2000, (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

 

9,461,274 

8,811,328 

    Cumulative cash distributions

 

(13,573,623)

(13,573,623)

       

 

21,761,054 

21,111,108 

       

Total Partners' capital

 

21,786,494 

21,133,741 

       

Total liabilities and Partners' capital

$

26,413,426 

25,475,076 

   

===========

===========

See accompanying notes to financial statements.

-15-


 

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

Statements of Operations

For the years ended December 31, 2001, 2000 and 1999

   

2001

2000

1999

         

Income:

       

  Sale of investments in land and improvements (Note 4)

$

750,900

770,078

3,286,385

  Recognition of deferred gain on sale of investments in     land and improvements (Note 6)

 

5,800

40,599

110,504

  Rental income (Note 5)

 

272,752

254,617

268,149

  Interest income

 

259,774

311,036

353,231

  Other income

 

242

7,021

3,500

         
   

1,289,468

1,383,351

4,021,769

         

Expenses:

       

  Cost of land sold

 

384,614

298,882

1,920,750

  Professional services to Affiliates

 

24,388

32,696

28,797

  Professional services to non-affiliates

 

30,753

29,750

30,732

  General and administrative expenses to Affiliates

 

15,745

22,339

20,077

  General and administrative expenses to non-affiliates

 

22,387

31,544

31,700

  Marketing expenses to Affiliates

 

32,627

14,216

27,869

  Marketing expenses to non-affiliates

 

49,668

23,351

17,517

  Land operating expenses to non-affiliates

 

66,249

85,245

61,855

  Amortization

 

10,284

-    

-    

         
   

636,715

538,023

2,139,297

         

Net income

$

652,753

845,328

1,882,472

   

===========

==========

==========

Net income allocated (Note 2):

       

  General Partner

$

2,807

3,335

4,063

  Limited Partners

 

649,946

841,993

1,878,409

         

Net income

$

652,753

845,328

1,882,472

   

============

==========

===========

Net income allocated to the one General Partner   Unit

$

2,807

3,335

4,063

   

============

===========

===========

Net income per Unit allocated to Limited Partners per   weighted average Limited Partnership Units (29,593,   29,596 and 29,599 for the years ended December 31,   2001, 2000 and 1999, respectively)

$

21.96

28.45

63.46

   

============

===========

===========

See accompanying notes to financial statements.

-16-


 

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

Statements of Partners' Capital

For the years ended December 31, 2001, 2000 and 1999

   

General

Limited

 
   

Partner

Partners

Total

         

Balance at January 1, 1999

$

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 

         

Net income (Note 2)

 

2,807 

649,946 

652,753 

         

Balance at December 31, 2001

$

25,440

21,761,054 

21,786,494 

   

=========

===========

===========

 

See accompanying notes to financial statements.

-17-


 

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

Statements of Cash Flows

For the years ended December 31, 2001, 2000 and 1999

   

2001

2000

1999

         

Cash flows from operating activities:

       

  Net income

$

652,753 

845,328 

1,882,472 

  Adjustments to reconcile net income to net cash provided     by (used in) operating activities:

       

    Gain on sale of investments in land and improvements

 

(366,286)

(471,196)

(1,365,635)

    Recognition of deferred gain on sale of investments in       land and improvements

 

(5,800)

(40,599)

(110,504)

    Amortization

 

10,284 

-     

-     

    Changes in assets and liabilities:

       

      Accounts and accrued interest receivable

 

(228,598)

(278,221)

(280,388)

      Other assets

 

(3,662)

26,005 

(22,856)

      Accounts payable

 

6,154 

(4,736)

7,120 

      Accrued real estate taxes

 

(940)

2,744 

2,925 

      Due to Affiliates

 

36,183 

(22,921)

(232,553)

      Unearned income

 

250,000 

16,073 

(50,817)

         

Net cash provided by (used in) operating activities

 

350,088 

72,477 

(170,236)

         

Cash flows from investing activities:

       

  Principal payments collected on mortgage loans receivable

 

222,030 

516,657 

1,206,151 

  Additions to investments in land and improvements

 

(2,055,105)

(1,103,222)

(782,498)

  Proceeds from disposition of investments in land and     improvements

 

750,900 

770,078 

1,966,944 

         

Net cash flow provided by (used in) investing activities

 

(1,082,175)

183,513 

2,390,597 

         

Cash flows from financing activities:

       

  Repurchase of Limited Partnership Units

 

-     

(1,782)

(6,833)

  Net proceeds from notes payable to Affiliate

 

-     

1,500,000 

-     

  Loan fees

 

-     

(30,000)

-     

  Cash distributions

 

-     

(1,500,000)

(2,650,785)

         

Net cash flow used in financing activities

 

-     

(31,782)

(2,657,618)

See accompanying notes to financial statements.

-18-


 

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

Statements of Cash Flows
(continued)

For the years ended December 31, 2001, 2000 and 1999

   

2001

2000

1999

         

Net increase (decrease) in cash and cash equivalents

$

(732,087)

224,208

(437,257)

Cash and cash equivalents at beginning of year

 

920,893 

696,685

1,133,942 

         

Cash and cash equivalents at end of year

$

188,806 

920,893

696,685 

   

===========

===========

===========

 

Supplemental schedule of non-cash investing and financing activities:

   

2001

2000

1999

         

Mortgage loans receivable

$

-     

-    

(1,350,000)

Reduction in investments in land and improvements

 

384,614 

298,882

1,920,750 

Gain on sale of investments in land and improvements

 

366,286 

471,196

1,365,635 

Deferred gain on sale of investments in land and   improvements

 

-     

-    

30,559 

Proceeds from disposition of investments in land and   improvements

$

750,900 

770,078

1,966,944 

   

==========

==========

===========

 

See accompanying notes to financial statements.

-19-


 

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

Notes to Financial Statements

For the years ended December 31, 2001, 2000 and 1999

(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, 2001, the Partner ship 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. For the years ended December 31, 2001, 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.

-20-


 

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 Partnership 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.

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, (SFAS No. 144"). SFAS 144 addresses accounting and reporting for the impairment or disposal of long-lived assets. This statement supersedes FASB Statement No. 121, Accounting for the Impairment of Long-Lived Assets to be Disposed Of. The provisions of this statement are effective for the Partnership beginning January 1, 2002. In the opinion of management, this statement, when adopted, is not expected to have a material impact on the financial position or results of operations of the Partnership.

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:

2001

2000

     

Tax

 

Tax

   

GAAP

Basis

GAAP

Basis

   

Basis

(unaud