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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, 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)

 

  1. As part of the purchase agreement for this parcel, we were required to buy an option to purchase an additional 243 acres immediately to the west of this parcel.

-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

  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 original capital.









-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
doubtful accounts of $767,248 at December 31, 2002) (Note 6)

 

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
$10,284 at December 31, 2002 and 2001, respectively)

 

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