INLAND LAND APPRECIATION FUND LP
10-Q, 2000-08-14
REAL ESTATE
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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, 1999

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

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

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

Balance Sheets

June 30, 1999 and December 31, 1998
(unaudited)

Assets

 

 

2000

1999

Current assets:

 

 

 

  Cash and cash equivalents (Note 1)

$

542,636 

696,685 

  Accounts and accrued interest receivable (Note 5)

 

609,602 

462,209 

  Current portion of mortgage loans receivable (Note 5)

 

1,416,944 

1,427,057 

  Other current assets

 

              871 

            1,371 

 

 

 

 

Total current assets

 

    2,570,053 

     2,587,322 

 

 

 

 

Other assets

 

39,910 

42,984 

Mortgage loans receivable, less current portion (Note 5)

 

    1,548,646 

     1,747,986 

Investments in land and improvements, at cost (including   acquisition fees paid to Affiliates of $869,139 and $877,618 at   June 30, 2000 and December 31, 1999, respectively) (Notes 1,   2 and 3)

 

   20,685,099 

   20,302,677 

 

 

 

 

Total assets

$

24,843,708 

24,680,969 

 

 

==========

==========





















See accompanying notes to financial statements.

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

Balance Sheets
(continued)

June 30, 2000 and December 31, 1999
(unaudited)

Liabilities and Partners' Capital

 

 

2000

1999

 

 

 

 

Current liabilities:

 

 

 

  Accounts payable

$

4,457 

9,617 

  Accrued real estate taxes

 

43,921 

45,099 

  Due to Affiliates (Note 2)

 

17,697 

42,744 

  Notes payable to Affiliate (Note 6)

 

2,493,750 

2,493,750 

  Unearned income

 

          1,586 

           3,207 

 

 

 

 

Total current liabilities

 

   2,561,411 

    2,594,417 

 

 

 

 

Deferred gain on sale of investments in land and improvements   (Note 5)

 

       279,627

       296,357 

 

 

 

 

Partners' capital (Notes 1 and 2):

 

 

 

  General Partner:

 

 

 

    Capital contribution

 

500 

500 

    Cumulative net income

 

174,111 

172,541 

    Cumulative cash distributions

 

    (153,743)

     (153,743)

 

 

 

 

 

 

        20,868 

          19,298

  Limited Partners:

 

 

 

    Units of $1,000. Authorized 30,001 Units, 29,596 Units       outstanding (net of offering costs of $3,768,113, of which       $1,069,764 was paid to Affiliates)

 

25,875,185 

25,875,185 

    Cumulative net income

 

8,180,240 

7,969,335 

    Cumulative cash distributions

 

(12,073,623)

 (12,073,623)

 

 

 

 

 

 

  21,981,802 

  21,770,897 

 

 

 

 

Total Partners' capital

 

  22,002,670 

  21,790,195 

 

 

 

 

Total liabilities and Partners' capital

$

24,843,708 

24,680,969 

 

 

=========

=========




See accompanying notes to financial statements.

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

Statements of Operations

For the three and six months ended June 30, 2000 and 1999
(unaudited)

 

 

Three months

Three months

Six months

Six months

 

 

ended

ended

ended

ended

 

 

June 30, 2000

June 30,1999

June 30, 2000

June 30, 1999

Income:

 

 

 

 

 

  Sale of investments in land and     improvements (Notes 1 and 3)

$

199,080

-    

199,080

484,130

  Recognition of deferred gain on sale of     investments in land and improvements     (Note 5)

 

4,626

62,498

16,730

67,501

  Rental income (Note 4)

 

63,361

68,580

127,433

128,513

  Interest income

 

77,950

81,402

154,766

162,933

  Other income

 

            5,489

              -    

           5,489

            3,500

 

 

 

 

 

 

 

 

        350,506

       212,480

       503,498

        846,577

 

 

 

 

 

 

Expenses:

 

 

 

 

 

  Cost of land sold

 

160,325

-    

160,325

320,961

  Professional services to Affiliates

 

3,608

5,155

12,922

15,555

  Professional services to non-affiliates

 

2,260

57

29,560

28,732

  General and administrative expenses to     Affiliates

 

4,204

2,349

14,483

14,123

  General and administrative expenses to     non-affiliates

 

7,372

8,252

22,558

27,153

  Marketing expenses to Affiliates

 

2,724

5,577

7,036

32,726

  Marketing expenses to non-affiliates

 

6,105

5,869

13,458

11,561

  Land operating expenses to non-    affiliates

 

          18,034

        15,723

         30,681

         29,492

 

 

 

 

 

 

 

 

        204,632

        42,982

       291,023

       480,303

 

 

 

 

 

 

Net income (loss)

$

145,874

169,498

212,475

366,274

 

 

==========

=========

=========

=========









See accompanying notes to financial statements.

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

Statements of Operations
(continued)

For the three and six months ended June 30, 2000 and 1999
(unaudited)

 

 

Three months

Three months

Six months

Six months

 

 

ended

ended

ended

ended

 

 

June 30, 2000

June 30,1999

June 30, 2000

June 30, 1999

 

 

 

 

 

 

Net income (loss) allocated to:

 

 

 

 

 

  General Partner

$

1,025

1,070

1,570

1,356

  Limited Partners

 

         144,849

         168,428

         210,905

         364,918

 

 

 

 

 

 

Net income (loss)

$

145,847

169,498

212,475

366,274

 

 

==========

==========

==========

==========

 

 

 

 

 

 

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

$

1,025

1,070

1,570

1,356

 

 

==========

==========

==========

==========

 

 

 

 

 

 

Net income (loss) per Unit, basic and   diluted, allocated to Limited Partners per   weighted average Limited Partnership   Units (29,596 and 29,600 for the three   months ended June 30, 2000 and 1999,    and 29,596 and 29,603 for the six   months ended June 30, 2000 and 1999,   respectively)

$

4.89

5.69

7.13

12.33

 

 

==========

==========

==========

==========
















See accompanying notes to financial statements.

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

Statements of Cash Flows

For the six months ended June 30, 2000 and 1999
(unaudited)

 

 

2000

1999

Cash flows from operating activities:

 

 

 

  Net income

$

212,475 

366,274 

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

 

 

 

    Gain on sale of investments in land and improvements

 

(38,755)

(163,169)

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

 

(16,730)

(67,502)

    Changes in assets and liabilities:

 

 

 

      Accounts and accrued interest receivable

 

(147,393)

(130,097)

      Other assets

 

3,574 

1,584 

      Accounts payable

 

(5,160)

4,616 

      Accrued real estate taxes

 

(1,178)

2,425 

      Due to Affiliates

 

(25,047)

(260,234)

      Unearned income

 

          (1,621)

        (39,997)

 

 

 

 

Net cash used in operating activities

 

        (19,835)

      (286,100)

 

 

 

 

Cash flows from investing activities:

 

 

 

  Additions to investments in land and improvements

 

(542,747)

(203,421)

  Principal payments collected on mortgage loans receivable

 

209,453 

207,313 

  Proceeds from disposition of investments in land and improvements

 

       199,080 

       484,130 

 

 

 

 

Net cash provided by (used in) investing activities

 

      (134,214)

       488,022 

 

 

 

 

Cash flows from financing activities:

 

 

 

  Repurchase of Limited Partnership Units

 

              -     

          (6,833)

 

 

 

 

Net cash provided by financing activities

 

              -     

          (6,833)

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(154,049)

195,089 

Cash and cash equivalents at beginning of period

 

       696,685 

    1,133,942 

 

 

 

 

Cash and cash equivalents at end of period

$

542,636 

1,329,031 

 

 

=========

=========







See accompanying notes to financial statements.

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

Notes to Financial Statements

June 30, 2000
(unaudited)

Readers of this Quarterly Report should refer to the Partnership's audited financial statements for the fiscal year ended December 31, 1999, which are included in the Partnership's 1999 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

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 June 30, 2000, the Partnership has repurchased a total of 404.75 Units for $357,702 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.

Except as described in footnote (b) to Note 3 of these notes, the Partnership uses the area method of allocation, which approximates the relative sales method of allocation, whereby a per acre price is used as the standard allocation method for land purchases and sales. The total cost of the parcel is divided by the total number of acres to arrive at a per acre price.

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.

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.

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

Notes to Financial Statements
(continued)

June 30, 2000
(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 $2,236 and $878 were unpaid as of June 30, 2000 and December 31, 1999, 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 June 30, 1998, the Partnership had met this limit. No such fees were incurred in 1999 and 2000.

An Affiliate of the General Partner performed 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 $7,036 and $32,726 have been incurred and are included in marketing expenses to Affiliates for the six months ended June 30, 2000 and 1999, respectively. As of June 30, 2000 and December 31, 1999, all of such fees 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 investments in land.

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

Notes to Financial Statements

June 30, 2000
(unaudited)

(3)   Investments in Land and Improvements

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

Costs

 

Remaining

 

 

 

Gross Acres

 

Initial

Initial

 

Capitalized

 

Costs of

Current Year

 

Location

Purchased

Purchase/

Original

Acquisition

Initial Total

Subsequent to

Costs of

Parcels at

Gain on Sale

Parcel

County

(Sold)

Sales Date

Costs

Costs

Costs

Acquisition

Property Sold

06/30/00

Recognized

 

 

 

 

 

 

 

 

 

 

 

1

Kendall

84.7360 

01/19/89

$   423,680

61,625

485,305

5,462,589

5,947,894

-    

-    

 

 

(3.5200)

12/24/96

 

 

 

 

 

 

 

 

 

(.3520)

11/25/97

 

 

 

 

 

 

 

 

 

(80.8640)

12/29/97

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

McHenry

223.4121 

01/19/89

650,000

95,014

745,014

26,816

771,830

-    

38,755

 

 

(183.3759)

12/27/90

 

 

 

 

 

 

 

 

 

(40.0362)

05/11/00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

90,268

235,275

401,315

-    

 

 

(.4860)

02/28/91

 

 

 

 

 

 

 

 

 

(27.5750)

08/25/95

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

Kendall

372.2230 

05/03/89

2,532,227

135,943

2,668,170

328,121

160,313

2,835,978

-    

 

(a)

(Option)

04/06/90

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6

Kendall

78.3900 

06/21/89

416,783

31,691

448,474

223,946

-    

672,420

-    

 

(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7

Kendall

77.0490 

06/21/89

84,754

8,163

92,917

209,208

-    

302,125

-    

 

(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8

Kendall

5.0000 

06/21/89

60,000

5,113

65,113

-    

65,113

-    

-

 

(b)

(5.0000)

10/06/89

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9

McHenry

51.0300 

08/07/89

586,845

22,482

609,327

8,129

-    

617,456

-    

 

(b)

 

 

 

 

 

 

 

 

 

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

Notes to Financial Statements

June 30, 2000
(unaudited)

(3)   Investments in Land and Improvements (continued)

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

Costs

 

Remaining

 

 

 

Gross Acres

 

Initial

Initial

 

Capitalized

 

Costs of

Current Year

 

Location

Purchased

Purchase/

Original

Acquisition

Initial Total

Subsequent to

Costs of

Parcels at

Gain on Sale

Parcel

County

(Sold)

Sales Date

Costs

Costs

Costs

Acquisition

Property Sold

06/30/00

Recognized

 

 

 

 

 

 

 

 

 

 

 

10

McHenry

123.9400 

08/07/89

91,939

7,224

99,163

600

99,763

-    

-    

 

(b)

(123.9400)

12/06/89

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11

McHenry

30.5920 

08/07/89

321,216

22,641

343,857

11,565

-    

355,422

-    

 

(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12

Kendall

90.2710 

10/31/89

907,389

41,908

949,297

9,209

7,456

951,050

-    

 

 

(.7090)

04/26/91

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13

McHenry

92.7800 

11/07/89

251,306

19,188

270,494

9,332

6,136

273,690

-    

 

 

(2.0810)

09/18/97

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14

McHenry

76.2020 

11/07/89

419,111

23,402

442,513

48,572

-    

491,085

-    

 

 

 

 

 

 

 

 

 

 

 

15

Lake

84.5564 

01/03/90

1,056,955

85,283

1,142,238

1,661,344

2,803,582

-    

-    

 

 

(10.5300)

Var 1996

 

 

 

 

 

 

 

 

 

(5.4680)

Var 1997

 

 

 

 

 

 

 

 

 

(68.5584)

Var 1998

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16

Kane/

Kendall

72.4187 

01/29/90

1,273,537

55,333

1,328,870

665,558

1,106,579

887,849

-    

 

 

(30.9000)

07/10/98

 

 

 

 

 

 

 

 

 

(10.3910)

12/15/99

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17

McHenry

99.9240 

01/29/90

739,635

61,038

800,673

452,872

320,961

932,584

-    

 

 

(27.5100)

01/29/99

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18

McHenry

71.4870 

01/29/90

496,116

26,259

522,375

26,255

11,109

537,521

-    

 

 

(1.0000)

Var 1990

 

 

 

 

 

 

 

 

 

(.5200)

03/11/93

 

 

 

 

 

 

 

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

Notes to Financial Statements

June 30, 2000
(unaudited)

(3)   Investments in Land and Improvements (continued)

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

Costs

 

Remaining

 

 

 

Gross Acres

 

Initial

Initial

 

Capitalized

 

Costs of

Current Year

 

Location

Purchased

Purchase/

Original

Acquisition

Initial Total

Subsequent to

Costs of

Parcels at

Gain on Sale

Parcel

County

(Sold)

Sales Date

Costs

Costs

Costs

Acquisition

Property Sold

06/30/00

Recognized

 

 

 

 

 

 

 

 

 

 

 

19

McHenry

63.6915

02/23/90

490,158

29,158

519,316

13,129

-    

532,445

-    

 

 

 

 

 

 

 

 

 

 

 

20

Kane

224.1480

02/28/90

2,749,800

183,092

2,932,892

994,465

3,651

3,923,706

-    

 

 

(.2790)

10/17/91

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21

Kendall

172.4950 

03/08/90

1,327,459

75,822

1,403,281

954,415

2,357,696

-    

-    

 

 

(172.4950)

Var 1998

 

 

 

 

 

 

 

22

McHenry

254.5250

04/11/90

2,608,881

136,559

2,745,440

38,684

-    

2,784,124

-    

 

 

 

 

 

 

 

 

 

 

 

23

Kendall

140.0210 

05/08/90

1,480,000

116,240

1,596,240

909,395

2,505,635

-    

-    

 

 

(4.4100)

Var 1993

 

 

 

 

 

 

 

 

 

(35.8800)

Var 1994

 

 

 

 

 

 

 

 

 

(3.4400)

Var 1995

 

 

 

 

 

 

 

 

 

(96.2910)

08/26/99

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24

Kendall

298.4830 

05/23/90

1,359,774

98,921

1,458,695

24,387

83,663

1,399,419

-    

 

 

(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

     18,132

         -    

  2,786,910

        -    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$23,624,761

1,562,308

25,187,069

12,186,991

16,688,961

20,685,099

38,755

 

 

 

 

=========

==========

==========

==========

==========

=========

==========

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

Notes to Financial Statements

June 30, 2000
(unaudited)

(3) Investments in Land and Improvements (continued)

  1. 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.
  2. The Partnership purchased from two third parties, two sets of three contiguous parcels of land (Parcels 6, 7 and 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.
  3. Reconciliation of investments in land and improvements owned:

 

 

June 30,

December 31,

 

 

      2000      

      1999      

 

 

 

 

Balance at January 1,

$

20,302,677 

21,440,929

Additions during period

 

542,747 

782,498

Sales during period

 

       (160,325)

     (1,920,750)

 

 

 

 

Balance at end of period

$

20,685,099

20,302,677

 

 

===========

===========

 

(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, 2000, the Partnership had farm leases of generally one year in duration, for approximately 1,880 acres of the approximately 2,132 acres owned.


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

Notes to Financial Statements

June 30, 2000
(unaudited)

(5)  Mortgage Loans Receivable

Mortgage loans receivable are the result of sales of Parcels, in whole or in part. The Partnership has recorded a deferred gain on these sales. The deferred gain will be recognized over the life of the related mortgage loan receivable as principal payments are received. At June 30, 2000, the fair market value of the mortgage loans receivable approximated their carrying value.

Parcel

Maturity

Interest Rate

Principal Balance 06/30/00

Principal Balance 12/31/99

Accrued Interest Receivable 06/30/00

Deferred Gain 06/30/00

 

 

 

 

 

 

 

1

12/30/03

9.00%

$  1,416,944

1,427,057

239,589

69,803

 

 

 

 

 

 

 

15

06/30/02

9.00%

232,803

328,516

103,280

7,968

 

 

 

 

 

 

 

21

06/30/03

9.00%

704,240

747,666

197,731

188,012

 

 

 

 

 

 

 

23

08/26/03

9.00%

      611,603

      671,804

        62,495

        13,844

 

 

 

 

 

 

 

 

 

 

$  2,965,590

3,175,043

603,095

279,627

 

 

 

=========

=========

=========

=========

 

 

 

 

 

 

 

 

(6)  Notes Payable to Affiliate

On December 31, 1998, the Partnership obtained a loan from the General Partner in the amount of $2,493,750 solely collateralized by Parcel 5. The note accrues interest at 7.2% and has a maturity date of December 29, 2001. For the six months ended June 30, 2000, interest of $44,888 was capitalized, of which $15,461 was unpaid as of June 30, 2000. At June 30, 2000, the fair market value of the notes payable to Affiliate approximated its carrying value.

Item 2.  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 quarterly report on Form 10-Q constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Partnership's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among other things, federal, state or local regulations; adverse changes in general economic or local conditions; inability of borrower to meet financial obligations; uninsured losses; and potential conflicts of interest between the Partnership and its Affiliates, including the General Partner.

Liquidity and Capital Resources

On October 12, 1988, the Partnership commenced an Offering of 10,000 (subject to increase to 30,000) Limited Partnership Units pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. On October 6, 1989, the Offering terminated with a total of 30,000 Units sold to the public at $1,000 per Unit resulting in $30,000,000 in gross offering proceeds, which does not include the Initial Limited Partner and the General Partner. All of the holders of these Units have been admitted to the Partnership. The Limited Partners of the Partnership share in their portion of benefits of ownership of the Partnership's real property investments according to the number of Units held.

The Partnership used $25,187,069 of gross offering proceeds to purchase on an all-cash basis twenty-five parcels of undeveloped land and an option to purchase undeveloped land. These investments include the payment of the purchase price, acquisition fees and acquisition costs of such properties. Fourteen of the parcels were purchased during 1989 and eleven during 1990. As of June 30, 2000, the Partnership has had multiple sales transactions, through which it has disposed of approximately 970 acres of the approximately 3,102 acres originally owned. As of June 30, 2000, cumulative distributions to the Limited Partners have totaled $12,073,623 (which represents a return of Invested Capital, as defined in the Partnership Agreement) and $153,743 to the General Partner. Through June 30, 2000, the Partnership has used $12,186,991 of working capital reserve for rezoning and other activities. Such amounts have been capitalized and are included in investments in land.

The Partnership's capital needs and resources will vary depending upon a number of factors, including the extent to which the Partnership conducts rezoning and other activities relating to utility access, the installation of roads, subdivision and/or annexation of land to a municipality, changes in real estate taxes affecting the Partnership's land, and the amount of revenue received from leasing. As of June 30, 2000, the Partnership owns, in whole or in part, seventeen of its twenty-five original parcels, the majority of which are leased to local farmers and are generating sufficient cash flow from farm leases to cover property taxes and insurance.

At June 30, 2000, the Partnership had cash and cash equivalents of $542,636, of which approximately $42,700 is reserved for the repurchase of Units through the Unit Repurchase Program. The remaining amount is available to be used for Partnership expenses and liabilities, cash distributions to partners and other activities with respect to some or all of its land parcels. The Partnership has increased its parcel sales effort in anticipation of rising land values.

The Partnership plans to enhance the value of its land through pre-development activities such as rezoning annexation and land planning. The Partnership has already been successful in, or is in the process of pre-development activity on a majority of the Partnership's land investments. Parcels 4, 6 and 7 have completed one phase of improvements for an industrial park and sites are being marketed. A second phase is planned for late 2000. Parcel 16 has been zoned with development and sales marketing underway. Zoning discussions have begun on Parcel 12. The Partnership sold the remaining acres of Parcels 1, 15 and 21 to unaffiliated third-parties (see Note 3 of the Notes to Financial Statements.)

Results of Operations

As of June 30, 2000, the Partnership owned seventeen parcels of land consisting of approximately 2,132 acres. Of the 2,132 acres owned, approximately 1,880 acres are tillable, leased to local farmers and generate sufficient cash flow to cover property taxes, insurance and other miscellaneous expenses.

Income from the sale of investments in land and improvements and the cost of land sold for the six months ended June 30, 2000 is the result of the sale of approximately 40 acres of Parcel 2. Income from the sale of investments in land and improvements and the cost of land sold for the six months ended June 30, 1999 is the result of the sale of approximately 28 acres of Parcel 17.

Professional services to Affiliates and non-affiliates decreased for the six months ended June 30, 2000, as compared to the six months ended June 30, 1999, due to a decrease in legal and accounting services.

General and administrative expenses to Affiliates decreased for the six months ended June 30, 2000, as compared to the six months ended June 30, 1999, due to a decrease in investor service expense General and administrative expenses to non-affiliates decreased for the six months ended June 30, 2000, as compared to the six months ended June 30, 1999, due to a decrease in the Illinois Replacement Tax.

Marketing expenses to Affiliates decreased for the six months ended June 30, 2000, as compared to the six months ended June 30, 1999, due to an increase in the capitalization of marketing costs to the specific land parcels.

Land operating expenses to non-affiliates decreased for the six months ended June 30, 2000, as compared to the six months ended June 30, 1999, due to a decrease in maintenance and utility expenses of the Partnership's land investments.

 

PART II - Other Information

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

 

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 11, 2000

 

 

 

 

 

/S/ PATRICIA A. DELROSSO

 

 

By:

Patricia A. DelRosso

 

Senior Vice President

Date:

August 11, 2000

 

 

 

 

 

/S/ KELLY TUCEK

 

 

By:

Kelly Tucek

 

Principal Financial Officer and

 

Principal Accounting Officer

Date:

August 11, 2000

 



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