INLAND LAND APPRECIATION FUND LP
10-Q, 1996-08-12
REAL ESTATE
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<PAGE>   1


                               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 June 30, 1996

                                      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 #0-18431


                      Inland Land Appreciation Fund, L.P.
            (Exact name of registrant as specified in its charter)


         Delaware                                  #36-3544798
(State or other jurisdiction           (I.R.S. Employer Identification Number)
      of incorporation 
      or organization)


2901 Butterfield Road, Oak Brook, Illinois             60521
 (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-

<PAGE>   2



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

                                Balance Sheets

                      June 30, 1996 and December 31, 1995
                                  (unaudited)

                                    Assets
                                    ______


<TABLE>
<CAPTION>
                                                        1996         1995
                                                   ------------  ------------
<S>                                                <C>           <C>
Current assets:
  Cash and cash equivalents (Note 1).............. $    47,590       626,942 
  Accounts and accrued interest receivable........      16,896         7,224
  Mortgage loans receivable (Note 5)..............      35,662        73,614
  Other current assets............................         834         1,165 
                                                   ------------  ------------

    Total current assets..........................     100,982       708,945

Other assets......................................      19,915        19,915
Investments in land and improvements, at cost
  (including acquisition fees paid to Affiliates
  of $1,475,347 and $1,476,810 at June 30, 1996
  and December 31, 1995, respectively) (Notes 1,
  2 and 3)........................................  25,627,274    24,846,973 
                                                   ------------  ------------

Total assets...................................... $25,748,171    25,575,833 
                                                   ============  ============




</TABLE>







                See accompanying notes to financial statements.


                                    -2-

<PAGE>   3



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

                                Balance Sheets
                                  (continued)

                      June 30, 1996 and December 31, 1995
                                  (unaudited)

                       Liabilities and Partners' Capital
                       _________________________________


<TABLE>
<CAPTION>
                                                       1996          1995
                                                   ------------  ------------
<S>                                                <C>           <C>
Current liabilities:
  Accounts payable................................ $    48,082       131,772
  Accrued real estate taxes.......................      44,687        47,733
  Due to Affiliates (Notes 2 and 6)...............       3,038        13,855
  Notes payable to Affiliate (Note 6).............     320,279          -
  Unearned income.................................      29,996        20,707
  Current portion of deferred gain on sales.......       8,619        14,926 
                                                   ------------  ------------
  
Total current liabilities.........................     454,701       228,993 
                                                   ------------  ------------

Partners' capital (Notes 1 and 2):
  General Partner:
    Capital contribution..........................         500           500 
    Cumulative net income.........................     167,876       168,497
    Cumulative cash distributions.................    (153,743)     (153,743)
                                                   ------------  ------------

                                                        14,633        15,254 
                                                   ------------  ------------
  Limited Partners:
    Units of $1,000. Authorized 30,001 Units,
      29,760.25 and 29,792.25 Units outstanding
      at June 30, 1996 and December 31, 1995,
      respectively (net of offering costs
      of $3,768,113, of which $1,069,764 was
      paid to Affiliates).........................  26,013,253    26,040,820
    Cumulative net income.........................   3,411,988     3,437,161
    Cumulative cash distributions.................  (4,146,404)   (4,146,395)
                                                   ------------  ------------

                                                    25,278,837    25,331,586 
                                                   ------------  ------------

    Total Partners' capital.......................  25,293,470    25,346,840 
                                                   ------------  ------------

Total liabilities and Partners' capital........... $25,748,171    25,575,833 
                                                   ============  ============
</TABLE>




                See accompanying notes to financial statements.


                                    -3-


<PAGE>   4


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

                           Statements of Operations

           For the three and six months ended June 30, 1996 and 1995
                                  (unaudited)



<TABLE>
<CAPTION>
                                        Three months             Six months
                                           ended                   ended
                                          June 30,                June 30,
                                    --------------------    ------------------
                                       1996       1995        1996      1995
                                    ----------  --------    -------   --------
<S>                                 <C>         <C>         <C>       <C>
Income:
  Sale of investments in land
    (Notes 1 and 3)...............  $  52,811     92,911     59,117    139,127
  Rental income (Note 4)...........    35,538     62,560     92,897    123,302
  Interest income..................     1,533     18,191      8,497     38,068
  Other income.....................      -          -            30       -    
                                    ----------  --------    -------   --------

                                       89,882    173,662    160,541    300,497 
                                    ----------  --------    -------   --------

Expenses:
  Cost of investments in land sold.    22,785     65,218     22,785     97,827
  Professional services to
    Affiliates.....................     3,004      6,738     13,564     13,133
  Professional services to
    non-affiliates.................     3,884         13     27,464     24,563
  General and administrative
    expenses to Affiliates.........     4,894      5,890     13,462     14,591
  General and administrative
    expenses to non-affiliates.....     7,031      6,515     10,797     10,390
  Marketing expenses to Affiliates.    (5,188)     7,428     27,052     42,659
  Marketing expenses to
    non-affiliates.................     6,213      5,575     18,561     10,377
  Land operating expenses to
    Affiliates.....................    14,671     14,414     28,927     28,861
  Land operating expenses to
    non-affiliates.................    10,712     20,421     23,723     34,170 
                                    ----------  --------    -------   --------

                                       68,006    132,212    186,335    276,571 
                                    ----------  --------    -------   --------

Net income (loss).................. $  21,876     41,450    (25,794)    23,926
                                    ========== ========== ========== ==========

</TABLE>



                See accompanying notes to financial statements.


                                    -4-

<PAGE>   5



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

                           Statements of Operations
                                  (continued)

           For the three and six months ended June 30, 1996 and 1995
                                  (unaudited)



<TABLE>
<CAPTION>
                                         Three months           Six months
                                            ended                 ended
                                           June 30,              June 30,
                                    --------------------  ---------------------
                                       1996       1995       1996       1995
                                    ---------  ---------  ---------- ----------
<S>                                 <C>        <C>        <C>        <C>
Net income (loss) allocated to:
  General Partner.................. $     (81)         1       (621)      (174)
  Limited Partners.................    21,957     41,449    (25,173)    24,100 
                                    ---------  ---------  ---------- ----------
Net income......................... $  21,876     41,450    (25,794)    23,926
                                    ========== ========== ========== ==========

Net income (loss) allocated to the
  one General Partner Unit......... $     (81)         1       (621)      (174)
                                    ========== ========== ========== ==========

Net income allocated to Limited
  Partners per weighted average
  Limited Partnership Units (29,774
  and 29,792 for the three months
  ended June 30, 1996 and 1995,
  and 29,783 and 29,809 for the
  six months ended June 30, 1996
  and 1995, respectively).......... $     .73        1.39      (.85)       .81
                                    ========== ========== ========== ==========
</TABLE>




                See accompanying notes to financial statements.


                                    -5-



<PAGE>   6

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

                           Statements of Cash Flows

                For the six months ended June 30, 1996 and 1995
                                  (unaudited)




<TABLE>
<CAPTION>
                                                       1996          1995
                                                   ------------  ------------
<S>                                                <C>           <C>
Cash flows from operating activities:
  Net income (loss)............................... $   (25,794)       23,926
  Adjustments to reconcile net income (loss) to
      net cash used in operating activities:
    Gain on sale of investments in land...........     (36,332)      (41,300)
    Changes in assets and liabilities:
      Accounts and accrued interest receivable....      (9,672)      (30,197)
      Other current assets........................         331        (3,580)
      Accounts payable............................     (83,690)       (1,810)
      Accrued real estate taxes..................       (3,046)        8,012
      Due to Affiliates...........................     (10,817)          (46)
      Unearned income.............................       9,289        (3,435)
                                                   ------------  ------------

Net cash used in operating activities.............    (159,731)      (48,430)
                                                   ------------  ------------

Cash flows from investing activities:
  Additions to investments in land................    (803,086)     (515,875)
  Notes payable to Affiliate......................     320,279          -
  Principal payments collected on mortgage
    loans receivable..............................      37,952          -
  Proceeds from disposition of investments in land      52,810       139,127 
                                                   ------------  ------------

Net cash used in investing activities.............    (392,045)     (376,748)
                                                   ------------  ------------

Cash flows from financing activities:
  Repurchase of Limited Partnership Units.........     (27,567)       (5,418)
  Foreign Partners' withholding...................          (9)         -    
                                                   ------------  ------------

Net cash used in financing activities.............     (27,576)       (5,418)
                                                   ------------  ------------

Net decrease in cash and cash equivalents.........    (579,352)     (430,596)
Cash and cash equivalents at beginning of period..     626,942     1,267,942 
                                                   ------------  ------------

Cash and cash equivalents at end of period........ $    47,590       837,346 
                                                   ============  ============

</TABLE>



                See accompanying notes to financial statements.


                                    -6-


<PAGE>   7


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

                         Notes to Financial Statements

                                 June 30, 1996
                                  (unaudited)


Readers of this  Quarterly  Report  should  refer  to the Partnership's audited
financial statements for the  fiscal  year  ended  December 31, 1995, which are
included  in  the  Partnership's  1995   Annual  Report,  as  certain  footnote
disclosures which would  duplicate  those  contained  in such audited financial
statements have been omitted from this Report.

(1)  Organization and Basis of Accounting

Inland Land  Appreciation  Fund,  L.P.  (the  "Partnership")  was  organized on
October 23, 1987 by the filing  of  a Certificate of Limited Partnership, which
was restated on August 25, 1988,  under the Revised Uniform Limited Partnership
Act of the State of Delaware.    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  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 $30,000,000  in  gross  offering proceeds, not including the
General  Partner's  contribution  of  $500  or  the  Initial  Limited Partner's
contribution of $1,000.  All of  the  holders of these Units have been admitted
to the Partnership.  As of  June  30,  1996, the  Partnership has repurchased a
total of 240.75 Units for  $219,636  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. Inland  Real  Estate  Investment  Corporation  is the General
Partner.

The preparation of financial  statements  in conformity with generally accepted
accounting principles 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.

Deferred organization costs were  amortized  over  a 60-month period.  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 and are carried at
cost, which approximates fair value  because  of the relative short maturity of
these instruments.

Investments in land  held  by  the  Partnership  are  carried  at  the lower of
aggregate cost or net realizable  value.  Periodically, the Partnership reviews
the portfolio and if management  determines that parcels suffered an impairment
in value which is deemed to be  other than temporary, the carrying value of the
parcels would be  reduced  to  their  net  realizable  value through the direct
write-off method.  Through June 30, 1996, there were no such impairments.



                                    -7-

<PAGE>   8



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

                         Notes to Financial Statements
                                  (continued)

                                 June 30, 1996
                                  (unaudited)



Except as described in footnote (b) to Note (3) of these notes, the Partnership
uses the area method of allocation, which approximates 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 parcel is divided by the total
number of acres to arrive at a per acre price.

The fair value of  the  mortgage  loans  receivable approximates their carrying
value due to their short term to maturity.

No provision for Federal income taxes  has  been made as the liability for such
taxes is that of the partners rather than the Partnership.

Statement of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of Long-Lived Assets to Be Disposed Of" was issued in March 1995 and
is  effective  for  fiscal  years  beginning  after  December  15,  1995.  This
pronouncement is not  expected  to  have  a  material  effect  on the financial
position or results of operations of the Partnership.

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 periods
presented herein.  Results of interim periods are not necessarily indicative of
results to be expected for the year.


(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 to Affiliates and  general and administrative expenses to
Affiliates, of which $1,505 and  $13,440  was  unpaid  as  of June 30, 1996 and
December 31, 1995, respectively.














                                    -8-

<PAGE>   9



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

                         Notes to Financial Statements
                                  (continued)

                                 June 30, 1996
                                  (unaudited)



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.    Such fees of $28,927 and
$28,861 have been incurred for  the  six  months  ended June 30, 1996 and 1995,
respectively, and are included  in  land  operating  expenses to Affiliates, of
which $0 and $415  was  unpaid  as  of  June  30,  1996  and December 31, 1995,
respectively.

An  Affiliate  of  the  General  Partner  performed  marketing  and advertising
services of the Partnership's land investments and was reimbursed (as set forth
under terms of the Partnership Agreement)  for  direct costs, all of which have
been paid as of June 30, 1996.

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 direct costs.    Such  costs  of  $27,027  and $59,042 have been
incurred for the six months ended June 30, 1996 and 1995, respectively, and are
included in investments in land and  improvements,  all of which have been paid
as of June 30, 1996.

















                                    -9-



<PAGE>   10

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

                        Notes to Financial Statements
                                 (continued)

(3) Investments in Land and Improvements

<TABLE>
<CAPTION>
                                                                                                             Total
                   Gross                                                         Costs                     Remaining      Current
                   Acres    Purchase/              Initial Costs              Capitalized     Costs of     Costs of      Year Gain
                                     -------------------------------------
       Location: Purchased   Sales       Original   Acquisition              Subsequent to    Property    Parcels at      on Sale
Parcel  County    /(Sold)    Date         Costs       Costs        Total      Acquisition       Sold        6/30/96      Recognized 
- ------ --------- --------- --------- -----------   -------------  --------   -------------    --------    ----------     ----------
<S>     <C>      <C>       <C>       <C>           <C>           <C>         <C>             <C>          <C>           <C>
 1       Kendall   84.7360  01/19/89 $   423,680       61,625      485,305      1,118,788         -        1,604,093         -

 2       McHenry  223.4121  01/19/89     650,000       95,014      745,014         16,762      611,505       150,271         -
                 (183.3759) 12/27/90 

 3       Kendall   20.0000  02/09/89     189,000       13,305      202,305           -         202,305          -            -
                  (20.0000) 05/08/90 

 4       Kendall   69.2760  04/18/89     508,196       38,126      546,322        132,330      235,275       443,377         -
                    (.4860) 02/28/91
                  (27.5750) 08/25/95

 5   Kendall (a)  372.2230  05/03/89   2,532,227      135,943    2,668,170         25,408      160,313     2,533,265         -
                   (Option) 04/06/90 

 6   Kendall (b)   78.3900  06/21/89     416,783       31,691      448,474        126,949         -          575,423         -

 7   Kendall (b)   77.0490  06/21/89      84,754        8,163       92,917        111,371         -          204,288         -

 8   Kendall (b)    5.0000  06/21/89      60,000        5,113       65,113           -          65,113          -            -
                   (5.0000) 10/06/89 

 9   McHenry (b)   51.0300  08/07/89     586,845       22,482      609,327            585         -          609,912         -

10   McHenry (b)  123.9400  08/07/89      91,939        7,224       99,163            600       99,763          -            -
                 (123.9400) 12/06/89

11   McHenry (b)   30.5920  08/07/89     321,216       22,641      343,857          5,404         -          349,261         -

12       Kendall   90.2710  10/31/89     907,389       41,908      949,297             65        7,456       941,906         -
                    (.7090) 04/26/91

13       McHenry   92.7800  11/07/89     251,306       19,188      270,494          2,767         -          273,261         -

14       McHenry   76.2020  11/07/89     419,111       23,402      442,513         42,570         -          485,083         -

15          Lake   84.5564  01/03/90   1,056,955       85,283    1,142,238        646,440         -        1,788,678               
                                       ---------      -------    ---------      ---------    ---------     ---------     ---------  
      Subtotal                         8,499,401      611,108    9,110,509      2,230,039    1,381,730     9,958,818         -
</TABLE>


                                     -10-


<PAGE>   11



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

                        Notes to Financial Statements
                                 (continued)



(3) Investments in Land and Improvements (continued)

<TABLE>
<CAPTION>
                                                                                                             Total
                   Gross                                                         Costs                     Remaining     Current
                   Acres   Purchase/               Initial Costs              Capitalized    Costs of      Costs of     Year Gain
                                      ------------------------------------
       Location: Purchased   Sales      Original    Acquisition              Subsequent to   Property     Parcels at     on Sale
Parcel  County    /(Sold)    Date        Costs        Costs        Total      Acquisition      Sold         6/30/96    Recognized
- ------ --------- --------- --------   ----------   ------------- ---------   -------------   --------     ----------   ----------
<S> <C>           <C>       <C>       <C>          <C>          <C>          <C>             <C>          <C>           <C>
        Subtotal                       8,499,401      611,108    9,110,509      2,230,039    1,381,730     9,958,818         -

16  Kane/Kendall   72.4187  01/29/90   1,273,537       55,333    1,328,870         43,273         -        1,372,143         -

17       McHenry   99.9240  01/29/90     739,635       61,038      800,673        119,981         -          920,654         -

18       McHenry   71.4870  01/29/90     496,116       26,259      522,375         15,484       11,109       526,750         -
                    (.5000) 06/05/90
                    (.5000) 12/11/90
                    (.5200) 03/11/93

19       McHenry   63.6915  02/23/90     490,158       29,158      519,316          6,283         -          525,599         -

20          Kane  224.1480  02/28/90   2,749,800      183,092    2,932,892        200,014        3,651     3,129,255         -
                    (.2790) 10/17/91

21       Kendall  172.4950  03/08/90   1,327,459       75,822    1,403,281         64,507         -        1,467,788         -

22       McHenry  254.5250  04/11/90   2,608,881      136,559    2,745,440         21,683         -        2,767,123         -

23       Kendall  140.0210  05/08/90   1,480,000      116,240    1,596,240        390,015    1,196,909       789,346        6,306
                   (4.4100) var 1993
                  (35.8800) var 1994
                   (3.4400) var 1995

24       Kendall  298.4830  05/23/90   1,359,774       98,921    1,458,695         12,798       83,663     1,387,830       30,026
                  (12.4570) 05/25/90 
                   (4.6290) 04/01/96 

25          Kane  225.0000  06/01/90   2,600,000      168,778    2,768,778         13,190         -        2,781,968         -    
                                     ------------ ------------ ------------ -------------- ------------ ------------- ------------

                                     $23,624,761    1,562,308   25,187,069      3,117,267    2,677,062    25,627,274       36,332
                                     ============ ============ ============ ============== ============ ============= ============

</TABLE>






                                     -11-


<PAGE>   12

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

                        Notes to Financial Statements
                                 (continued)



(3) Investments in Land and Improvements (continued)


a.   Included in the purchase agreement of Parcel 5 was a condition that 
     required the Partnership to buy an option to purchase an additional 243 
     acres immediately to the west of this parcel.  The sale transaction 
     relates to the sale of this option.


b.   The Partnership purchased from two third parties, two sets of three 
     contiguous parcels of land (Parcels 6,7 & 8; and Parcels 9, 10 and 11).  
     The General Partner believes  that  the  total  value  of  this  land will 
     be maximized if it is treated and marketed to buyers as six  separate  
     parcels  and  closed  the  transactions  as  six separate purchases to
     facilitate this.  Parcels 6, 7, and 8 will be treated as one parcel  and 
     Parcels  9,  10 and 11 will be treated as one parcel for purposes of
     computing Parcel Capital (as defined) and distributions to the Partners.


c.   Reconciliation of real estate owned:


<TABLE>
<CAPTION>
                                          1996               1995   
                                      -----------         ----------
<S>                                   <C>                 <C>
     Balance at January 1,........... $24,846,973         24,106,379

     Additions during period.........     803,086          1,069,759

     Sales during period.............      22,785            329,165 
                                      -----------         ----------
     Balance at end of period........ $25,627,274         24,846,973
                                      ===========         ==========
</TABLE>








                                     -12-


<PAGE>   13


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

                         Notes to Financial Statements
                                  (continued)

                                 June 30, 1996
                                  (unaudited)



(4)  Farm Rental Income

The Partnership has determined that all leases relating to the farm parcels are
operating leases.  Accordingly, rental income is reported when earned.

As of June 30, 1996, the Partnership  had  farm leases of generally one year in
duration, for approximately 2,145 acres of the approximately 2,678 acres owned.


(5)  Mortgage Loans Receivable

As a result of the sale  of  four  lots  in Parcel 23, the Partnership received
mortgage loans receivable totaling  $155,921.    As  of  December 31, 1995, two
mortgage loans receivable totaling  $82,307  had  been prepaid.  During 1996 an
additional mortgage loan receivable  of  $37,952  was prepaid.  The Partnership
will continue to receive interest only payments based on an interest rate of 9%
per annum on the remaining mortgage loan  which has principal due in the fourth
quarter of 1996.


(6)  Notes Payable to Affiliate

On May 1, 1996 and June 1, 1996, the Partnership obtained two separate lines of
credit from the General Partner,  Inland Real Estate Investment Corporation, in
the aggregate amounts of $1,000,000 and $3,000,000, to be used specifically for
the pre-development improvements on two  of the Partnership's land investments,
Parcel 15 and Parcel 1, respectively.    As  of June 30, 1996, notes payable to
Affiliate was $320,279, all of which  was applicable to the note collateralized
by Parcel 15.  The Partnership is required  to pay a 1% loan fee to the General
Partner on each line of credit as money  is  funded.  As of June 30, 1996, loan
fees paid to the General Partner  totaled  $3,203,  all of which have been paid
and included in investment in  land  and improvements.  The note collateralized
by Parcel 15, accrues interest  at  10.9%,  and requires a principal paydown of
$150,000 on October 1, 1996, and  thereafter  Net Sales Proceeds from Parcel 15
will be applied first to paydown the note. This note has a maturity date of May
1, 1997.  The note collateralized  by  Parcel 1, accrues interest at 10.9%, and
requires monthly principal paydowns of $200,000 commencing January 1, 1997, and
thereafter Net Sales Proceeds from  Parcel  1  will be applied first to paydown
the note.  This note has a  maturity  date  of  June  30, 1998.  As of June 30,
1996, accrued interest to the General Partner totaled $1,533, which is included
in investments in land and improvements, of  which $1,533 was unpaid as of June
30, 1996.





                                   -13-

<PAGE>   14



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

                         Notes to Financial Statements
                                  (continued)

                                 June 30, 1996
                                  (unaudited)



(7)  Subsequent Events

On August 8,  1996,  the  Partnership  sold  two  lots  in the Countryside Glen
Subdivision (Parcel 15) to unaffiliated third  parties for a total of $159,980.
The cost allocated to  these  lots  was  approximately $120,000, resulting in a
gain on sale of approximately $40,500, net of closing costs.























                                   -14-


<PAGE>   15


Item 2.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
         Results of Operations



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.   The Offering
terminated on October 6, 1989, with  total  sales of 30,000 Units at $1,000 per
Unit, resulting in $30,000,000  in  gross  offering proceeds, not including the
General  Partner's  contribution  of  $500  or  the  Initial  Limited Partner's
contribution of $1,000.  The Limited  Partners of the Partnership will 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  included  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 June 30, 1996, the Partnership  has had multiple sales transactions, through
which it has disposed  of  approximately  424  acres of the approximately 3,102
acres originally owned.  As of  June  30, 1996, cumulative distributions of net
sales  proceeds  have  totaled  $4,146,404   to  the  Limited  Partners  (which
represents  a  return  of  Invested  Capital,  as  defined  in  the Partnership
Agreement) and $153,743 to  the  General  Partner.    As  of June 30, 1996, the
Partnership has used $3,117,267  of  working  capital  reserve for rezoning and
other activities  and  such  amount  is  included  in  investments  in land and
improvements.

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 June  30,  1996,  the  Partnership  owns,  in whole or in part,
twenty-two of its original parcels, the  majority  of which are leased to local
tenants and are generating sufficient  cash  flow from leases to cover property
taxes and insurance.

At June 30, 1996, the  Partnership  had  cash  and cash equivalents of $47,590.
The Unit  Repurchase  Program  has  approximately  $168,000  remaining  for the
repurchase of Units. There are  currently  no  requests for repurchase, but the
Partnership plans to replenish cash  available  for this program through future
parcel sales.    The  Partnership  has  increased  its  parcel  sales effort in
anticipation of rising land values.










                                   -15-


<PAGE>   16


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.    Parcel 1, zoned and its
preliminary plan approved by the  Village  of Oswego, has improvements underway
and sites are being marketed to potential buyers.  Parcel 15, zoned and annexed
to the Village of Hawthorne Woods, also has improvements underway and sites are
being marketed to potential buyers.   Two contracts are pending the buyers' due
diligence on Parcel 15.  Reference is made  to Note 7 of the Notes to Financial
Statements for further discussion on the sale of two lots of Parcel 15.

Results of Operations

As  of  June  30,  1996,  the  Partnership  owned  twenty-two  parcels  of land
consisting  of  approximately   2,678   acres.   Of   the  2,678  acres  owned,
approximately 2,145 acres are  tillable  and  leased  to  local farmers and are
generating sufficient cash flow  to  cover  property taxes, insurance and other
miscellaneous expenses.  The sale of investments in land income and the cost of
investments in land sold recorded for  the  three and six months ended June 30,
1995 is a result of the  continued  sale  of  lots  of  Parcel 23.  The sale of
investments in land income and  the  cost  of investments in land sold recorded
for the three and six months ended  June  30,  1996  is a result of the sale of
4.629 acres of Parcel 24 and  the  prepayment of a mortgage loan receivable and
recognition of deferred gain relating to the  1994 lot sales of Parcel 23.  The
decrease in rental income for the three  and six months ended June 30, 1996, as
compared to three and six months ended June 30, 1995, is due to the decrease of
tillable acres and an overall  decrease  of  the  land portfolio as a result of
land sales and pre-development.    This  decrease  was  partially offset by the
annual increase in lease  amounts  from  tenants.   The decrease land operating
expenses to non- affiliates for the  three  and six months ended June 30, 1996,
as compared to  the  three  and  six  months  ended  June  30,  1995, is due to
decreases in real estate taxes and grounds maintenance of the land portfolio as
a result of land sales.

Interest income decreased for the three and  six months ended June 30, 1996, as
compared to the three and six months  ended June 30, 1995, due primarily to the
Partnership utilizing  its  working  capital  reserve  to  fund pre-development
activity on the Partnership's land investments.

Professional services to non-affiliates increased  for the three and six months
ended June 30, 1996, as compared  to  the  three  and six months ended June 30,
1995, due to an increase in in-house legal services.

Marketing expenses to Affiliates decreased  for  the three and six months ended
June 30, 1996, as compared to the three and six months ended June 30, 1995, due
to  a  decrease  in  expenses   relating   to  marketing  and  advertising  the
Partnership's land investments.  Marketing expenses to non-affiliates increased
for the three and six months ended June  30, 1996, as compared to the three and
six months ended June 30, 1995,  due  to  an increase in advertising and travel
expenses relating to marketing the land portfolio to prospective purchasers.



                                    PART II

Items 1 through 6(b) are  omitted  because  of  the absence of conditions under
which they are required.


                                   -16-



<PAGE>   17

                                  SIGNATURES



Pursuant to the  requirements  of  the  Securities  Exchange  Act  of 1934, the
Registrant has duly caused  this  report  to  be  signed  on  its behalf by the
undersigned, thereunto duly authorized.


                            INLAND LAND APPRECIATION FUND, L.P.

                            By:   Inland Real Estate Investment Corporation
                                  General Partner


                                  /S/ ROBERT D. PARKS

                            By:   Robert D. Parks
                                  Chairman
                            Date: August 12, 1996


                                  /S/ PATRICIA A. CHALLENGER

                            By:   Patricia A. Challenger
                                  Senior Vice President
                            Date: August 12, 1996


                                  /S/ CYNTHIA M. HASSETT

                            By:   Cynthia M. Hassett
                                  Principal Financial Officer and
                                  Principal Accounting Officer
                            Date: August 12, 1996









                                   -17-

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<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                          47,590
<SECURITIES>                                         0
<RECEIVABLES>                                   52,558
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               100,982
<PP&E>                                      25,627,274
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              25,748,171
<CURRENT-LIABILITIES>                          454,701
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                  25,293,470
<TOTAL-LIABILITY-AND-EQUITY>                25,748,171
<SALES>                                         59,117
<TOTAL-REVENUES>                               160,541
<CGS>                                           22,785
<TOTAL-COSTS>                                   52,650
<OTHER-EXPENSES>                               133,685
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                               (25,794)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (25,794)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (25,794)
<EPS-PRIMARY>                                    (.85)
<EPS-DILUTED>                                    (.85)
        

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