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, 2002
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.
Indicate by a checkmark whether the registrant is an accelerated filer (as defined in Securities Exchange Act
Rule 12b-2) __ Yes X No
-1-
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
TABLE OF CONTENTS
|
Part I |
Page |
|
|
Item 1. |
Business |
3 |
|
Item 2. |
Properties |
3 |
|
Item 3. |
Legal Proceedings |
6 |
|
Item 4. |
Submission of Matters to a Vote of Security Holders |
6 |
|
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 |
|
Item 14. |
Controls and Procedures |
36 |
|
Part IV |
||
|
Item 15. |
Exhibits, Financial Statement Schedules, and Reports on Form 8-K |
37 |
|
|
SIGNATURES |
38 |
-2-
PART I
Item 1. Business
Inland Land Appreciation Fund, L.P. was formed in October 1987 to invest in undeveloped land on an all-cash basis and realize appreciation of such land upon resale. On October 12, 1988, we commenced an offering of 10,000 (subject to increase to 30,000) limited partnership units ("units") at $1,000 per unit, pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. The offering terminated on October 6, 1989, after we sold 30,000 units, at $1,000 per unit, resulting in gross offering proceeds of $30,000,000, which does not include proceeds from our general partner or our initial limited partner. All of the holders of our units have been admitted to our partnership. Inland Real Estate Investment Corporation is our general partner. 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. Our limited partners share in their portion of benefits of ownership of our real propert y investments according to the number of units held. As of December 31, 2002, we have 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.
We purchased on an all-cash basis, twenty-five parcels of undeveloped land and are 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, 2002, we have had multiple sales transactions, through which we have disposed of approximately 1,147 acres of the approximately 3,102 acres originally owned.
We are 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 our business taken as a whole.
We had no employees during 2002.
Our general partner and its affiliates provide services to us. Our general partner and its affiliates are reimbursed for salaries and expenses of employees of the general partner and its affiliates relating to the administration of the partnership. An affiliate of the general partner performs marketing and advertising services for us and is reimbursed for direct costs. An affiliate of the general partner performs property upgrades, rezoning, annexation and other activities to prepare our parcels for sale and is reimbursed for salaries and direct costs.
Item 2. Properties
We 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) |
|
-3-
|
Gross Acres |
Purchase/Sales |
|
|
Parcel & Location |
Purchased/Sold |
Date |
|
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 various 2001) |
|
|
(2.1417 |
sold various 2002) |
|
|
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 |
|
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 various 1996) |
|
|
(5.4680 |
sold various 1997) |
|
|
(68.5584 |
sold various 1998) |
-4-
|
Gross Acres |
Purchase/Sales |
|
|
Parcel & Location |
Purchased/Sold |
Date |
|
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 various 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 various 1998) |
|
Parcel 22, McHenry County, Illinois |
254.5250 |
04/11/90 |
|
Parcel 23, Kendall County, Illinois |
140.0210 |
05/08/90 |
|
|
(4.4100 |
sold various 1993) |
|
|
(35.8800 |
sold various 1994) |
|
|
(3.4400 |
sold various 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) |
|
(69.82 |
sold 11/26/02) |
|
|
Parcel 25, Kane County, Illinois |
225.0000 |
06/01/90 |
The General Partner anticipates that land purchased by us 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 us consist of land which generates revenue from farming or other leasing activities. It is not expected that we will generate cash distributions to limited partners from farm leases or other activities.
-5-
Item 3. Legal Proceedings
We are 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 our security holders during 2002.
PART II
Item 5. Market for the Partnership's Limited Partnership Units and Related Security Holder Matters
As of December 31, 2002, there were 3,090 holders of our units. There is no public market for units nor is it anticipated that any public market for units will develop.
Although we have established a unit repurchase program, funds for repurchase of units are limited. Units will be repurchased from limited partners at a price equal to 100% of their original capital as reduced by distributions from net sale proceeds. As of December 31, 2002, we had approximately $44,000 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, 2002, 2001, 2000, 1999, and 1998
(not covered by Independent Auditors' Report)
|
2002 |
2001 |
2000 |
1999 |
1998 |
||
|
Total assets |
$ |
27,611,879 |
26,413,426 |
25,475,076 |
24,680,969 |
25,809,385 |
|
Total income |
$ |
1,906,799 |
1,289,468 |
1,383,351 |
4,021,769 |
8,008,204 |
|
Net income |
$ |
314,651 |
652,753 |
845,328 |
1,882,472 |
2,030,823 |
|
Net income (loss) allocated to the one general partner unit |
$ |
(8,513) |
2,807 |
3,335 |
4,063 |
2,529 |
|
Net income allocated per limited partnership unit (b) |
$ |
10.92 |
21.96 |
28.45 |
63.46 |
68.47 |
|
Distributions per limited partnership unit from sales (b)(c) |
$ |
51.76 |
- |
50.68 |
89.55 |
115.68 |
|
Weighted average limited partnership units |
29,593 |
29,593 |
29,596 |
29,599 |
29,621 |
-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 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 condit ions 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 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 to the public at $1,000 per unit resulting in $30,000,000 in gross offering proceeds, which does not include proceeds from the initial limited partner and the general partner. All of the holders of our units have been admitted 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.
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. Fourteen of the parcels were purchased during 1989 and eleven during 1990. As of December 31, 2002, we have had multiple sales transactions, through which we have disposed of approximately 1,147 acres of the approximately 3,102 acres originally owned. As of December 31, 2002, 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 December 31, 2002, we have used $16,361,202 of working capital for rezoning and other activities. Such 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 December 31, 2002, 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 and insurance.
At December 31, 2002, we had cash and cash equivalents of $1,350,883, of which approximately $44,000 is reserved for the repurchase of units through the unit repurchase program. The remaining $1,306,883 is available to be used for our costs and liabilities, cash distributions to partners and other activities with respect to some or all of our land parcels. We have increased our parcel sales effort in anticipation of rising land values.
- -8-
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.
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 $6,242 and $3,342 were unpaid as of December 31, 2002 and 2001, respectively.
An affiliate of our general partner performed marketing and advertising services for us and was reimbursed for direct costs. Such costs of $16,346, $32,627 and $14,216 have been incurred and are included in marketing expenses to affiliates for the years ended December 31, 2002, 2001 and 2000, respectively, of which $10,905 was unpaid as of December 31, 2002 and all of which was paid as of December 31, 2001.
An affiliate of the general partner performed property upgrades, rezoning, annexation and other activities to prepare our parcels for sale and was reimbursed for salaries and direct costs. The affiliate did not recognize a profit on any project. Such costs are included in investments in land.
Results of Operations
As of December 31, 2002, we owned sixteen parcels of land consisting of approximately 1,955 acres. Of the 1,955 acres owned, approximately 1,848 acres are tillable, leased to local farmers and generate sufficient cash flow to cover property taxes, insurance and other miscellaneous expenses. Sales of investments in land and improvements of $1,609,108 and cost of land sold of $450,778 for the year ended December 31, 2002 is a result of the sale of two lots of Parcel 4 and the sale of approximately 70 acres of Parcel 24. Sale of investments in land and improvements of $750,900 and cost of land sold of $384,614 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 of $770,078 and cost of land sold of $298,882 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 Parc el 16.
Interest income decreased from $259,774 for the year ended December 31, 2001 to $6,827 for the year ended December 31, 2002, as a result of our stopping the accrual of interest income on the mortgage loans receivable relating to Parcels 1, 15, 21 and 23. Interest income decreased from $311,036 for the year ended December 31, 2000 to $259,774 for the year ended December 31, 2001, primarily as a result of less interest income earned on the mortgage loans receivable as we received paydowns on the mortgages generated from the sales. We 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.
Professional services to affiliates increased from $24,388 for the year ended December 31, 2001 to $37,398 for the year ended December 31, 2002, due to an increase in legal services. Professional services to Affiliates decreased from $32,696 for the year ended December 31, 2000 to $24,388 for the year ended December 31, 2001, due to a decrease in legal services.
-9-
General and administrative expenses to Affiliates decreased from $22,339 for the year ended December 31, 2000 to $15,745 for the year ended December 31, 2001, due to a decrease in investor service expense and data processing expense. General and administrative expenses to non-affiliates increased from $22,387 for the year ended December 31, 2001 to $27,864 for the year ended December 31, 2002, due to an increase in postage expense. General and administrative expenses to non-affiliates decreased from $31,544 for the year ended December 31, 2000 to $22,387 for the year ended December 31, 2001, due to decreases in the Illinois Replacement Tax paid and printing costs.
Marketing expenses to non-affiliates increased from $49,668 for the year ended December 31, 2001 to $125,569 for the year ended December 31, 2002, due to an increase in marketing, advertising and travel expenses relating to marketing the land portfolio to prospective purchasers. 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.
Land operating expenses to non-affiliates increased from $66,249 for the year ended December 31, 2001 to $106,588 for the year ended December 31, 2002, due to an increase in real estate tax expense. Land operating expenses to non-affiliates decreased from $85,245 for the year ended December 31, 2000 to $66,249 for the year ended December 31, 2001, 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 our land investments.
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 was 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. For the year ended December 31, 2002, we have recorded an allowance for doubtful accounts of $767,248 relating to the accrued interest receivable on mortgage loans resulting from the sale of these p arcels.
-10-
Selected Quarterly Financial Data (unaudited)
The following represents the results of operations for each quarter during the years ended December 31, 2002, 2001 and 2000.
|
12/31/02 |
09/30/02 |
06/30/02 |
03/31/02 |
||
|
Total income |
$ |
1,501,855 |
81,077 |
184,342 |
139,525 |
|
Net income (loss) |
1,072,216 |
(199,617) |
70,147 |
(628,095) |
|
|
Net income (loss) per common units, basic and diluted |
36.23 |
(6.75) |
2.37 |
(21.22) |
|
|
12/31/01 |
09/30/01 |
06/30/01 |
03/31/01 |
||
|
Total income |
$ |
124,462 |
705,257 |
208,982 |
250,767 |
|
Net income |
67,435 |
306,004 |
126,894 |
152,420 |
|
|
Net income per common units, basic and diluted |
2.28 |
10.34 |
4.29 |
5.15 |
|
|
12/31/00 |
09/30/00 |
06/30/00 |
03/31/00 |
||
|
Total income |
$ |
721,490 |
158,363 |
350,506 |
152,992 |
|
Net income |
507,186 |
125,667 |
145,874 |
66,601 |
|
|
Net income per common units, basic and diluted |
17.14 |
4.25 |
4.93 |
2.25 |
|
Inflation
Inflation in future periods may cause capital appreciation of our 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. To date, our operations have not been significantly 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, 2002 and 2001 |
14 |
|
Statements of Operations, for the years ended December 31, 2002, 2001, and 2000 |
16 |
|
Statements of Partners' Capital, for the years ended December 31, 2002, 2001, and 2000 |
17 |
|
Statements of Cash Flows, for the years ended December 31, 2002, 2001, and 2000 |
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, 2002 and 2001, and the related statements of operations, partners' capital, and cash flows for each of the three years in the period ended December 31, 2002. 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, 2002 and 2001, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.
Deloitte & Touche LLP
January 30, 2003
Chicago, Illinois
- -13-
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Balance Sheets
December 31, 2002 and 2001
Assets
|
2002 |
2001 |
||
|
Current assets: |
|||
|
Cash and cash equivalents (Note 1) |
$ |
1,350,883 |
188,806 |
|
Accounts and accrued interest receivable (net of allowance for |
202,172 |
969,028 |
|
|
Current portion of mortgage loans receivable (Note 6) |
2,101,007 |
144,557 |
|
|
Other current assets |
- |
5,172 |
|
|
Total current assets |
3,654,062 |
1,307,563 |
|
|
Other assets |
16,840 |
16,840 |
|
|
Deferred loan fees (net of accumulated amortization of $21,891 and |
55,616 |
19,716 |
|
|
Mortgage loans receivable, less current portion (Note 6) |
- |
2,291,799 |
|
|
Investments in land and improvements, at cost (including acquisition fees paid to Affiliates of $830,551 and $850,016 at December 31, 2002 and 2001, respectively) (Notes 3 and 4) |
23,885,361 |
22,777,508 |
|
|
Total assets |
$ |
27,611,879 |
26,413,426 |
|
|
See accompanying notes to financial statements.
-14-
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Balance Sheets
(continued)
December 31, 2002 and 2001
Liabilities and Partners' Capital
|
2002 |
2001 |
||
|
Current liabilities: |
|||
|
Accounts payable |
$ |
71,485 |
11,035 |
|
Accrued real estate taxes |
82,966 |
46,903 |
|
|
Due to Affiliates (Notes 3 and 7) |
355,351 |
56,006 |
|
|
Current portion of notes payable to Affiliate (Note 7) |
2,520,984 |
3,993,750 |
|
|
Unearned income |
669,280 |
269,280 |
|
|
Total current liabilities |
3,700,066 |
4,376,974 |
|
|
Notes payable to Affiliate, less current portion (Note 7) |
3,100,000 |
- |
|
|
Deferred gain on sale of investments in land and improvements (Note 6) |
242,368 |
249,958 |
|
|
Partners' capital: |
|||
|
General Partner: |
|||
|
Capital contribution |
500 |
500 |
|
|
Cumulative net income |
170,170 |
178,683 |
|
|
Cumulative cash distributions |
(153,743) |
(153,743) |
|
|
|
16,927 |
25,440 |
|
|
Limited Partners: |
|||
|
Units of $1,000. Authorized 30,001 Units, 29,593 outstanding at December 31, 2002 and 2001, (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 |
9,784,438 |
9,461,274 |
|
|
Cumulative cash distributions |
(15,105,323) |
(13,573,623) |
|
|
|
20,552,518 |
21,761,054 |
|
|
Total Partners' capital |
20,569,445 |
21,786,494 |
|
|
Total liabilities and Partners' capital |
$ |
27,611,879 |
26,413,426 |
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, 2002, 2001 and 2000
|
2002 |
2001 |
2000 |
|||
|
Income: |
|||||
|
Sale of investments in land and improvements (Note 4) |
$ |
1,609,108 |
750,900 |
770,078 |
|
|
Recognition of deferred gain on sale of investments in land and improvements (Note 6) |
7,590 |
5,800 |
40,599 |
||
|
Rental income (Note 5) |
274,768 |
272,752 |
254,617 |
||
|
Interest income |
6,827 |
259,774 |
311,036 |
||
|
Other income |
8,506 |
242 |
7,021 |
||
|
1,906,799 |
1,289,468 |
1,383,351 |
|||
|
Expenses: |
|||||
|
Cost of land sold |
450,778 |
384,614 |
298,882 |
||
|
Professional services to Affiliates |
37,398 |
24,388 |
32,696 |
||
|
Professional services to non-affiliates |
33,258 |
30,753 |
29,750 |
||
|
General and administrative expenses to Affiliates |
15,492 |
15,745 |
22,339 |
||
|
General and administrative expenses to non-affiliates |
27,864 |
22,387 |
31,544 |
||
|
Marketing expenses to Affiliates |
16,346 |
32,627 |
14,216 |
||
|
Marketing expenses to non-affiliates |
125,569 |
49,668 |
23,351 |
||
|
Land operating expenses to non-affiliates |
106,588 |
66,249 |
85,245 |
||
|
Amortization of deferred loan fees |
11,607 |
10,284 |
- |
||
|
Bad debt expense |
767,248 |
- |
- |
||
|
1,592,148 |
636,715 |
538,023 |
|||
|
Net income |
$ |
314,651 |
652,753 |
845,328 |
|
|
Net income (loss) allocated (Note 2): |
|||||
|
General Partner |
$ |
(8,513) |
2,807 |
3,335 |
|
|
Limited Partners |
323,164 |
649,946 |
841,993 |
||
|
Net income |
$ |
314,651 |
652,753 |
845,328 |
|
|
Net income (loss) allocated to the one General Partner Unit |
$ |
(8,513) |
2,807 |
3,335 |
|
|
Net income per Unit allocated to Limited Partners per weighted average Limited Partnership Units (29,593, 29,593 and 29,596 for the years ended December 31, 2002, 2001 and 2000, respectively) |
$ |
10.92 |
21.96 |
28.45 |
|
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, 2002, 2001 and 2000
|
General |
Limited |
|||
|
Partner |
Partners |
Total |
||
|
Balance at January 1, 2000 |
$ |
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 |
|
|
Net income (loss) (Note 2) |
(8,513) |
323,164 |
314,651 |
|
|
Distributions to Partners ($51.76 per weighted average Limited Partnership Units of 29,593) (Note 2) |
- |
(1,531,700) |
(1,531,700) |
|
|
Balance at December 31, 2002 |
$ |
16,927 |
20,552,518 |
20,569,445 |
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, 2002, 2001 and 2000
|
2002 |
2001 |
2000 |
||
|
Cash flows from operating activities: |
||||
|
Net income |
$ |
314,651 |
652,753 |
845,328 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
||||
|
Gain on sale of investments in land and improvements |
(1,158,330) |
(366,286) |
(471,196) |
|
|
Recognition of deferred gain on sale of investments in land and improvements |
(7,590) |
(5,800) |
(40,599) |
|
|
Bad debt expense |
767,248 |
- |
- |
|
|
Amortization of deferred loan fees |
11,607 |
10,284 |
- |
|
|
Changes in assets and liabilities: |
||||
|
Accounts and accrued interest receivable |
(392) |
(228,598) |
(278,221) |
|
|
Other assets |
5,172 |
(3,662) |
26,005 |
|
|
Accounts payable |
60,450 |
6,154 |
(4,736) |
|
|
Accrued real estate taxes |
36,063 |
(940) |
2,744 |
|
|
Due to Affiliates |
299,345 |
36,183 |
(22,921) |
|
|
Unearned income |
400,000 |
250,000 |
16,073 |
|
|
Net cash provided by operating activities |
728,224 |
350,088 |
72,477 |
|
|
Cash flows from investing activities: |
||||
|
Principal payments collected on mortgage loans receivable |
335,349 |
222,030 |
516,657 |
|
|
Additions to investments in land and improvements |
(1,558,631) |
(2,055,105) |
(1,103,222) |
|
|
Proceeds from disposition of investments in land and improvements |
1,609,108 |
750,900 |
770,078 |
|
|
Net cash flow provided by (used in) investing activities |
385,826 |
(1,082,175) |
183,513 |
|
|
Cash flows from financing activities: |
||||
|
Repurchase of Limited Partnership Units |
- |
- |
(1,782) |
|
|
Net proceeds from notes payable to Affiliate |
1,627,234 |
- |
1,500,000 |
|
|
Loan fees |
(47,507) |
- |
(30,000) |
|
|
Cash distributions |
(1,531,700) |
- |
(1,500,000) |
|
|
Net cash flow provided by (used in) financing activities |
48,027 |
- |
(31,782) |
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, 2002, 2001 and 2000
|
2002 |
2001 |
2000 |
||
|
Net increase (decrease) in cash and cash equivalents |
$ |
1,162,077 |
(732,087) |
224,208 |
|
Cash and cash equivalents at beginning of year |
188,806 |
920,893 |
696,685 |
|
|
Cash and cash equivalents at end of year |
$ |
1,350,883 |
188,806 |
920,893 |
|
Cash paid for interest |
$ |
3,797 |
271,932 |
191,523 |
Supplemental schedule of non-cash investing and financing activities:
|
2002 |
2001 |
2000 |
||
|
Reduction in investments in land and improvements |
$ |
450,778 |
384,614 |
298,882 |
|
Gain on sale of investments in land and improvements |
1,158,330 |
366,286 |
471,196 |
|
|
Proceeds from disposition of investments in land and improvements |
$ |
1,609,108 |
750,900 |
770,078 |
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, 2002, 2001 and 2000
(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, 2002, 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 ("GAA