UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 2002
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ____________ to ____________
Commission File #0-19220
Inland Land Appreciation Fund II, L.P.
(Exact name of registrant as specified in its charter)
|
Delaware |
#36-3664407 |
|
(State or other jurisdiction |
(I.R.S. Employer Identification Number) |
|
of incorporation or organization) |
|
2901 Butterfield Road, Oak Brook, Illinois |
60523 |
|
(Address of principal executive office) |
(Zip Code) |
Registrant's telephone number, including area code: 630-218-8000
________________N/A___________________
(Former name, former address and former fiscal
year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No
-1-
INLAND LAND APPRECIATION FUND II, L.P.
(a limited partnership)
Balance Sheets
September 30, 2002 and December 31, 2001
(unaudited)
Assets
|
2002 |
2001 |
||
|
Current assets: |
|||
|
Cash and cash equivalents |
$ |
10,088,800 |
2,185,530 |
|
Accounts and accrued interest receivable (net of allowance for doubtful accounts of $336,712 at September 30, 2002) |
1,446,051 |
971,627 |
|
|
Other current assets |
- |
12,005 |
|
|
Total current assets |
11,534,851 |
3,169,162 |
|
|
Mortgage loans receivable (net of allowance for doubtful accounts of $1,000,000 at September 30, 2002) (Note 5) |
16,181,878 |
17,409,878 |
|
|
Investment properties (including acquisition fees paid to Affiliates of $1,031,271 and $1,154,729 at September 30, 2002 and December 31, 2001, respectively) (Note 3): |
|||
|
Land and improvements |
22,919,060 |
25,439,556 |
|
|
Total assets |
$ |
50,635,789 |
46,018,596 |
|
=========== |
========== |
See accompanying notes to financial statements.
-2-
INLAND LAND APPRECIATION FUND II, L.P.
(a limited partnership)
Balance Sheets
(continued)
September 30, 2002 and December 31, 2001
(unaudited)
Liabilities and Partners' Capital
|
2002 |
2001 |
||
|
Current liabilities: |
|||
|
Accounts payable |
$ |
144,174 |
365,653 |
|
Accrued real estate taxes |
119,422 |
69,146 |
|
|
Due to Affiliates (Note 2) |
40,275 |
8,075 |
|
|
Unearned income |
199,886 |
96,688 |
|
|
Total current liabilities |
503,757 |
539,562 |
|
|
Deferred gain on sale of investment properties (Note 5) |
9,327,710 |
10,075,165 |
|
|
Partners' capital: |
|||
|
General Partner: |
|||
|
Capital contribution |
500 |
500 |
|
|
Cumulative net income |
2,154,929 |
2,157,496 |
|
|
Cumulative cash distributions |
(1,789,294) |
(1,789,294) |
|
|
|
366,135 |
368,702 |
|
|
Limited Partners: |
|||
|
Units of $1,000. Authorized 60,000 Units, 50,067 and 50,070 Units outstanding at September 30, 2002 and December 31, 2001, respectively (net of offering costs of $7,532,439, of which $2,535,445 was paid to Affiliates) |
42,559,909 |
42,561,109 |
|
|
Cumulative net income |
28,671,384 |
23,267,164 |
|
|
Cumulative cash distributions |
(30,793,106) |
(30,793,106) |
|
|
|
40,438,187 |
35,035,167 |
|
|
Total Partners' capital |
40,804,322 |
35,403,869 |
|
|
Total liabilities and Partners' capital |
$ |
50,635,789 |
46,018,596 |
|
========= |
========== |
See accompanying notes to financial statements.
-3-
INLAND LAND APPRECIATION FUND II, L.P.
(a limited partnership)
Statements of Operations
For the three and nine months ended September 30, 2002 and 2001
(unaudited)
|
Three months |
Three months |
Nine months |
Nine months |
||
|
ended |
ended |
ended |
ended |
||
|
September 30, 2002 |
September 30, 2001 |
September 30, 2002 |
September 30, 2001 |
||
|
Income: |
|||||
|
Sale of investment properties (Note 3) |
$ |
7,889,614 |
3,845,922 |
9,295,248 |
18,789,367 |
|
Rental income (Note 4) |
51,739 |
57,353 |
154,050 |
179,494 |
|
|
Interest income |
215,690 |
306,932 |
717,610 |
658,881 |
|
|
Other income |
8,727 |
- |
9,592 |
30,150 |
|
|
8,165,770 |
4,210,207 |
10,176,500 |
19,657,892 |
||
|
Expenses: |
|||||
|
Cost of investment properties sold |
2,422,723 |
1,752,539 |
3,636,932 |
6,242,527 |
|
|
Professional services to Affiliates |
16,070 |
14,874 |
45,360 |
72,829 |
|
|
Professional services to non-affiliates |
3,000 |
2,000 |
39,103 |
36,128 |
|
|
General and administrative expenses to Affiliates |
3,004 |
5,206 |
12,417 |
13,199 |
|
|
General and administrative expenses to non-affiliates |
24,811 |
(1,218) |
131,548 |
26,410 |
|
|
Marketing expenses to Affiliates |
6,574 |
27,816 |
16,524 |
39,186 |
|
|
Marketing expenses to non-affiliates |
38,004 |
1,845 |
128,954 |
24,960 |
|
|
Land operating expenses to non-affiliates |
82,882 |
38,905 |
174,752 |
127,580 |
|
|
Depreciation |
- |
- |
- |
776 |
|
|
Bad debt expense |
- |
- |
589,257 |
- |
|
|
2,597,068 |
1,841,967 |
4,774,847 |
6,583,595 |
||
|
Net income |
$ |
5,568,702 |
2,368,240 |
5,401,653 |
13,074,297 |
See accompanying notes to financial statements.
-4-
INLAND LAND APPRECIATION FUND II, L.P.
(a limited partnership)
Statements of Operations
(continued)
For the three and nine months ended September 30, 2002 and 2001
(unaudited)
|
Three months |
Three months |
Nine months |
Nine months |
||
|
ended |
ended |
ended |
ended |
||
|
September 30, 2002 |
September 30, 2001 |
September 30, 2002 |
September 30, 2001 |
||
|
Net income (loss) allocated to: |
|||||
|
General Partner |
$ |
1,018 |
2,749 |
(2,567) |
548,075 |
|
Limited Partners |
5,567,684 |
2,365,491 |
5,404,220 |
12,526,222 |
|
|
Net income |
$ |
5,568,702 |
2,368,240 |
5,401,653 |
13,074,297 |
|
========== |
========== |
========== |
========== |
||
|
Net income (loss) allocated to the one General Partner Unit |
$ |
1,018 |
2,749 |
(2,567) |
548,075 |
|
========== |
========== |
========== |
========== |
||
|
Net income per Unit, basic and diluted, allocated to Limited Partners per weighted average Limited Partnership Units (50,068 and 50,073 for the three months ended September 30, 2002 and 2001, and 50,067 and 50,073 for the nine months ended September 30, 2002 and 2001, respectively) |
$ |
111.20 |
47.24 |
107.94 |
250.16 |
|
========== |
========== |
========== |
========== |
See accompanying notes to financial statements.
-5-
INLAND LAND APPRECIATION FUND II, L.P.
(a limited partnership)
Statements of Cash Flows
For the nine months ended September 30, 2002 and 2001
(unaudited)
|
2002 |
2001 |
||
|
Cash flows from operating activities: |
|||
|
Net income |
$ |
5,401,653 |
13,074,297 |
|
Adjustments to reconcile net income to net cash used in operating activities: |
|||
|
Depreciation |
- |
776 |
|
|
Gain on sale of investment properties |
(5,658,316) |
(12,546,840) |
|
|
Recognition of deferred gain on sale of investment properties |
(747,455) |
- |
|
|
Bad debt expense |
1,336,712 |
- |
|
|
Changes in assets and liabilities: |
|||
|
Accounts and accrued interest receivable |
(811,136) |
(536,753) |
|
|
Other current assets |
12,005 |
(11,971) |
|
|
Accounts payable |
(221,479) |
78,430 |
|
|
Accrued real estate taxes |
50,276 |
(59,477) |
|
|
Due to Affiliates |
32,200 |
(17,778) |
|
|
Unearned income |
103,198 |
(79,408) |
|
|
Net cash used in operating activities |
(502,342) |
(98,724) |
|
|
Cash flows from investing activities: |
|||
|
Additions to investment properties |
(1,116,436) |
(3,621,210) |
|
|
Principal payments collected on mortgage loans receivable |
228,000 |
- |
|
|
Proceeds from sale of investment properties |
9,295,248 |
18,789,367 |
|
|
Net cash provided by investing activities |
8,406,812 |
15,168,157 |
|
|
Cash flows from financing activities: |
|||
|
Repurchase of Limited Partnership Units |
(1,200) |
- |
|
|
Net cash used in financing activities |
(1,200) |
- |
|
|
Net increase in cash and cash equivalents |
7,903,270 |
4,526,633 |
|
|
Cash and cash equivalents at beginning of period |
2,185,530 |
1,762,071 |
|
|
Cash and cash equivalents at end of period |
$ |
10,088,800 |
6,288,704 |
|
========= |
========= |
See accompanying notes to financial statements.
-6-
INLAND LAND APPRECIATION FUND II, L.P.
(a limited partnership)
Notes to Financial Statements
September 30, 2002
(unaudited)
Readers of this Quarterly Report should refer to the Partnership's audited financial statements for the fiscal year ended December 31, 2001, which are included in the Partnership's 2001 Annual Report, as certain footnote disclosures which would substantially duplicate those contained in such audited financial statements have been omitted from this Report.
(1) Organization and Basis of Accounting
The Registrant, Inland Land Appreciation Fund II, L.P. (the "Partnership"), is a limited partnership formed on June 28, 1989, 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 25, 1989, the Partnership commenced an Offering of 30,000 (subject to increase to 60,000) Limited Partnership Units pursuant to a Registration under the Securities Act of 1933. The Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement") provides for Inland Real Estate Investment Corporation to be the General Partner. On October 24, 1991, the Partnership terminated its Offering of Units, with total sales of 50,476.17 Units, at $1,000 per Unit, resulting in $50,476,170 in gross offering proceeds, not including the General Partner's capital contribution of $500. All of the holders of these Units have been admitted to the Partnership. As of September 30, 2002, the Partnership has repurchased a total of 408.65 Units for $383,822 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 periods. Actual results could differ from those estimates.
In the opinion of management, the financial statements contain all the adjustments necessary, which are of a normal recurring nature, to present fairly the financial position and results of operations for the period presented herein. Results of interim periods are not necessarily indicative of results to be expected for the year.
- -7-
INLAND LAND APPRECIATION FUND II, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
September 30, 2002
(unaudited)
(2) Transactions with Affiliates
The General Partner and its Affiliates are entitled to reimbursement for salaries and expenses of employees of the General Partner and its Affiliates relating to the administration of the Partnership. Such costs are included in professional services and general and administrative expenses to Affiliates, of which $10,792 and $8,075 was unpaid as of September 30, 2002 and December 31, 2001, respectively.
The General Partner is entitled to receive Asset Management Fees equal to one-quarter of 1% of the original cost to the Partnership of undeveloped land annually, limited to a cumulative total over the life of the Partnership of 2% of the land's original cost to the Partnership. As of September 30, 2000, the Partnership had met this limit.
An Affiliate of the General Partner performed sales marketing and advertising services for the Partnership and was reimbursed (as set forth under terms of the Partnership Agreement) for direct costs. Such costs of $16,524 and $39,186 have been incurred for the nine months ended September 30, 2002 and 2001, respectively, and are included in marketing expenses to Affiliates. As of September 30, 2002 and December 31, 2001, all of such costs were paid.
An Affiliate of the General Partner performed property upgrades, rezoning, annexation and other activities to prepare the Partnership's land investments for sale and was reimbursed (as set forth under terms of the Partnership Agreement) for salaries and direct costs. The Affiliate did not recognize a profit on any project. Such costs are included in investment properties.
- -8-
INLAND LAND APPRECIATION FUND II, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(3) Investment Properties
|
Gross Acres |
Purchase/ |
Initial Costs |
Costs Capitalized |
Costs of |
Total Remaining Costs of |
Current Year Gain (Loss) |
||||||
|
Parcel |
Illinois |
Purchased |
Sales |
Original |
Acquisition |
Total |
Subsequent to |
Property |
Parcels at |
on Sale |
||
|
# |
County |
(Sold) |
Date |
Costs |
Costs |
Costs |
Acquisition |
Sold |
09/30/02 |
Recognized |
||
|
1 |
McHenry |
372.759 |
04/25/90 |
$ |
2,114,295 |
114,070 |
2,228,365 |
606,648 |
- |
2,835,013 |
- |
|
|
2 |
Kendall |
41.118 |
07/06/90 |
|
549,639 |
43,889 |
593,528 |
14,853 |
- |
608,381 |
- |
|
|
3 |
Kendall |
120.817 |
11/06/90 |
|
1,606,794 |
101,863 |
1,708,657 |
109,127 |
- |
1,817,784 |
- |
|
|
4 |
Kendall |
299.025 |
06/28/91 |
|
1,442,059 |
77,804 |
1,519,863 |
75,224 |
- |
1,595,087 |
- |
|
|
5 |
Kane |
189.0468 |
02/28/91 |
|
1,954,629 |
94,569 |
2,049,198 |
349,845 |
2,399,043 |
- |
- |
|
|
(189.0468) |
05/16/01 |
|||||||||||
|
6 |
Lake |
57.3345 |
04/16/91 |
|
904,337 |
71,199 |
975,536 |
28,868 |
4,457 |
999,947 |
- |
|
|
|
|
(.258) |
10/01/94 |
|||||||||
|
7 |
McHenry |
56.7094 |
04/22/91 |
|
680,513 |
44,444 |
724,957 |
3,210,451 |
3,935,408 |
- |
- |
|
|
|
(12.6506) |
Var 1997 |
||||||||||
|
|
(15.7041) |
Var 1998 |
||||||||||
|
|
(19.6296) |
Var 1999 |
||||||||||
|
(8.7251) |
Var 2000 |
|||||||||||
|
|
||||||||||||
|
8 |
Kane |
325.394 |
06/14/91 |
|
3,496,700 |
262,275 |
3,758,975 |
35,905 |
744,933 |
3,049,947 |
- |
|
|
|
(.870) |
04/03/96 |
||||||||||
|
(63.000) |
01/23/01 |
|||||||||||
|
9 (d) |
Will |
9.867 |
08/13/91 |
|
- |
- |
- |
- |
- |
- |
- |
|
|
(9.867) |
09/16/02 |
|||||||||||
|
10 |
Will |
150.66 |
08/20/91 |
|
1,866,716 |
89,333 |
1,956,049 |
16,859 |
- |
1,972,908 |
- |
|
|
11 |
Will |
138.447 |
08/20/91 |
|
289,914 |
20,376 |
310,290 |
2,700 |
312,990 |
- |
- |
|
|
|
(138.447) |
05/03/93 |
||||||||||
|
12 (d) |
Will |
44.732 |
08/20/91 |
|
- |
- |
- |
- |
- |
- |
- |
|
|
(44.732) |
09/16/02 |
|||||||||||
|
13 |
Will |
6.342 |
09/23/91 |
|
139,524 |
172 |
139,696 |
- |
139,696 |
- |
- |
|
|
|
|
(6.342) |
05/03/93 |
|||||||||
-9-
INLAND LAND APPRECIATION FUND II, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(3) Investment Properties (continued)
|
Gross Acres |
Purchase/ |
Initial Costs |
Costs Capitalized |
Costs of |
Total Remaining Costs of |
Current Year Gain (Loss) |
||||||
|
Parcel |
Illinois |
Purchased |
Sales |
Original |
Acquisition |
Total |
Subsequent to |
Property |
Parcels at |
on Sale |
||
|
# |
County |
(Sold) |
Date |
Costs |
Costs |
Costs |
Acquisition |
Sold |
09/30/02 |
Recognized |
||
|
14 |
Kendall |
44.403 |
09/03/91 |
|
888,060 |
68,210 |
956,270 |
1,241,370 |
837,897 |
1,359,743 |
15,961 |
|
|
(15.392) |
04/16/01 |
|||||||||||
|
(2.1749) |
08/23/02 |
|||||||||||
|
15 |
Kendall |
100.364 |
09/04/91 |
|
1,050,000 |
52,694 |
1,102,694 |
117,829 |
1,220,523 |
- |
- |
|
|
|
(5.000) |
09/01/93 |
||||||||||
|
|
(11.000) |
12/01/94 |
||||||||||
|
|
(84.364) |
08/14/98 |
||||||||||
|
16 |
McHenry |
168.905 |
09/13/91 |
|
1,402,058 |
69,731 |
1,471,789 |
97,766 |
1,569,555 |
- |
- |
|
|
(168.905) |
08/03/01 |
|||||||||||
|
17 |
Kendall |
3.462 |
10/30/91 |
|
435,000 |
22,326 |
457,326 |
113,135 |
570,461 |
- |
213,753 |
|
|
(2.113) |
03/06/01 |
|||||||||||
|
(1.349) |
08/23/02 |
|||||||||||
|
18 |
McHenry |
139.1697 |
11/07/91 |
|
1,160,301 |
58,190 |
1,218,491 |
348,235 |
- |
1,566,726 |
- |
|
|
19 |
Kane |
436.236 |
12/13/91 |
|
4,362,360 |
321,250 |
4,683,610 |
187,211 |
4,870,821 |
- |
- |
|
|
(436.236) |
05/16/01 |
|||||||||||
|
20 |
Kane & |
|||||||||||
|
Kendall |
400.129 |
01/31/92 |
|
1,692,623 |
101,318 |
1,793,941 |
1,378,981 |
1,250,469 |
1,922,453 |
- |
||
|
|
(21.138) |
06/30/99 |
||||||||||
|
21 |
Kendall |
15.013 |
05/26/92 |
|
250,000 |
23,844 |
273,844 |
13,347 |
18,798 |
268,393 |
- |
|
|
|
(1.000) |
03/16/99 |
||||||||||
|
22 |
Kendall |
391.959 |
10/30/92 |
|
3,870,000 |
283,186 |
4,153,186 |
1,739,504 |
3,900,101 |
1,992,589 |
5,166,004 |
|
|
|
(10.000) |
01/06/94 |
||||||||||
|
|
(5.538) |
01/05/96 |
||||||||||
|
|
(2.400) |
07/27/99 |
||||||||||
|
(73.395) |
Var 2001 |
|||||||||||
|
(136.000) |
08/14/02 |
|||||||||||
-10-
INLAND LAND APPRECIATION FUND II, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(3) Investment Properties (continued)
|
Gross Acres |
Purchase/ |
Initial Costs |
Costs Capitalized |
Costs of |
Total Remaining Costs of |
Current Year Gain (Loss) |
||||||
|
Parcel |
Illinois |
Purchased |
Sales |
Original |
Acquisition |
Total |
Subsequent to |
Property |
Parcels at |
on Sale |
||
|
# |
County |
(Sold) |
Date |
Costs |
Costs |
Costs |
Acquisition |
Sold |
09/30/02 |
Recognized |
||
|
23 (c) |
Kendall |
133.2074 |
10/30/92 |
|
3,231,942 |
251,373 |
3,483,315 |
4,665,998 |
8,149,313 |
- |
(14,082) |
|
|
|
(11.525) |
07/16/93 |
||||||||||
|
|
(44.070) |
Var 1995 |
||||||||||
|
|
(8.250) |
Var 1996 |
||||||||||
|
|
(2.610) |
Var 1997 |
||||||||||
|
|
(10.6624) |
Var 1998 |
||||||||||
|
|
(5.8752) |
Var 1999 |
||||||||||
|
(49.0120) |
Var 2000 |
|||||||||||
|
(.2028) |
Var 2001 |
|||||||||||
|
(1.0000) |
02/22/02 |
|||||||||||
|
23A(a) |
Kendall |
.2676 |
10/30/92 |
|
170,072 |
12,641 |
182,713 |
- |
182,713 |
- |
- |
|
|
|
(.2676) |
03/16/93 |
||||||||||
|
24 |
Kendall |
3.908 |
01/21/93 |
|
645,000 |
56,316 |
701,316 |
30,436 |
731,752 |
- |
- |
|
|
(3.908) |
04/16/01 |
|||||||||||
|
24A(b) |
Kendall |
.406 |
01/21/93 |
155,000 |
13,533 |
168,533 |
- |
168,533 |
- |
- |
||
|
(.406) |
04/16/01 |
|||||||||||
|
25 |
Kendall |
656.687 |
01/28/93 |
|
1,625,000 |
82,536 |
1,707,536 |
22,673 |
1,730,209 |
- |
- |
|
|
|
(656.687) |
10/31/95 |
||||||||||