Back to GetFilings.com



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For The Fiscal Year Ended December 31, 2002

or

[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file #0-18431

Inland Land Appreciation Fund, L.P.

(Exact name of registrant as specified in its charter)

Delaware

36-3544798

(State of organization)

(I.R.S. Employer Identification Number)

   

2901 Butterfield Road, Oak Brook, Illinois

60523

(Address of principal executive office)

(Zip Code)

Registrant's telephone number, including area code: 630-218-8000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Name of each exchange on which registered:

None

None

Securities registered pursuant to Section 12(g) of the Act:

LIMITED PARTNERSHIP UNITS

(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[X]

State the aggregate market value of the voting stock held by nonaffiliates of the registrant. Not applicable.

The Prospectus of the Registrant dated October 12, 1988, as supplemented and filed pursuant to Rule 424(b) and 424(c) under the Securities Act of 1933 is incorporated by reference in Parts I, II and III of this Annual Report on Form 10-K.

Indicate by a checkmark whether the registrant is an accelerated filer (as defined in Securities Exchange Act

Rule 12b-2)    __ Yes     X  No

-1-


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

TABLE OF CONTENTS

 

 

Part I

Page

     

Item 1.

Business

3

     

Item 2.

Properties

3

     

Item 3.

Legal Proceedings

6

     

Item 4.

Submission of Matters to a Vote of Security Holders

6

     
 

Part II

 
     

Item 5.

Market for Partnership's Limited Partnership Units and Related Security Holder Matters

6

     

Item 6.

Selected Financial Data

7

     

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

8

     

Item 7(a)

Quantitative and Qualitative Disclosure About Market Risk

11

     

Item 8.

Financial Statements and Supplementary Data

12

     

Item 9.

Changes in and Disagreements with Independent Auditors on Accounting and Financial Disclosure

30

     
 

Part III

 
     

Item 10.

Directors and Executive Officers of the Registrant

30

     

Item 11.

Executive Compensation

35

     

Item 12.

Security Ownership of Certain Beneficial Owners and Management

36

     

Item 13.

Certain Relationships and Related Transactions

36

     

Item 14.

Controls and Procedures

36

     
 

Part IV

 
     

Item 15.

Exhibits, Financial Statement Schedules, and Reports on Form 8-K

37

     

SIGNATURES

38

-2-


PART I

Item 1. Business

Inland Land Appreciation Fund, L.P. was formed in October 1987 to invest in undeveloped land on an all-cash basis and realize appreciation of such land upon resale. On October 12, 1988, we commenced an offering of 10,000 (subject to increase to 30,000) limited partnership units ("units") at $1,000 per unit, pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. The offering terminated on October 6, 1989, after we sold 30,000 units, at $1,000 per unit, resulting in gross offering proceeds of $30,000,000, which does not include proceeds from our general partner or our initial limited partner. All of the holders of our units have been admitted to our partnership. Inland Real Estate Investment Corporation is our general partner. We used $25,187,069 of gross offering proceeds to purchase on an all-cash basis twenty-five parcels of undeveloped land and an option to purchase undeveloped land. Our limited partners share in their portion of benefits of ownership of our real propert y investments according to the number of units held. As of December 31, 2002, we have repurchased a total of 407.75 Units for $359,484 from various limited partners through the unit repurchase program. Under this program limited partners may under certain circumstances have their units repurchased for an amount equal to their original capital as reduced by distributions from net sale proceeds.

We purchased on an all-cash basis, twenty-five parcels of undeveloped land and are engaged in the rezoning and resale of the parcels. All of the investments were made in the Chicago metropolitan area. The anticipated holding period of the land was approximately two to seven years from the completion of the land portfolio acquisitions. As of December 31, 2002, we have had multiple sales transactions, through which we have disposed of approximately 1,147 acres of the approximately 3,102 acres originally owned.

We are engaged in the business of real estate investment which management considers being a single operating segment. A presentation of information about operating segments would not be material to an understanding of our business taken as a whole.

We had no employees during 2002.

Our general partner and its affiliates provide services to us. Our general partner and its affiliates are reimbursed for salaries and expenses of employees of the general partner and its affiliates relating to the administration of the partnership. An affiliate of the general partner performs marketing and advertising services for us and is reimbursed for direct costs. An affiliate of the general partner performs property upgrades, rezoning, annexation and other activities to prepare our parcels for sale and is reimbursed for salaries and direct costs.

 

Item 2. Properties

We acquired fee ownership of the following real property investments:

 

Gross Acres

Purchase/Sales

Parcel & Location

Purchased/Sold

Date

Parcel 1, Kendall County, Illinois

84.7360     

01/19/89

(3.5200     

sold 12/24/96)

(.3520     

sold 11/25/97)

(80.8640     

sold 12/29/97)

     

Parcel 2, McHenry County, Illinois

223.4121     

01/19/89

(183.3759     

sold 12/27/90)

 

(40.0362     

sold 05/11/00)

     

-3-


     
 

Gross Acres

Purchase/Sales

Parcel & Location

Purchased/Sold

Date

     

Parcel 3, Kendall County, Illinois

20.0000     

02/09/89

(20.0000     

sold 05/08/90)

     

Parcel 4, Kendall County, Illinois

69.2760     

04/18/89

 

(.4860     

sold 02/28/91)

 

(27.5750     

sold 08/25/95)

 

(3.9500     

sold 11/01/00)

 

(4.4000     

sold various 2001)

 

(2.1417     

sold various 2002)

     

Parcel 5, Kendall County, Illinois

372.2230 (a)

05/03/89

(Option     

sold 04/06/90)

     

Parcel 6, Kendall County, Illinois

78.3900     

06/21/89

     

Parcel 7, Kendall County, Illinois

77.0490     

06/21/89

     

Parcel 8, Kendall County, Illinois

5.0000     

06/21/89

(5.0000     

sold 10/06/89)

     

Parcel 9, McHenry County, Illinois

51.0300     

08/07/89

     

Parcel 10, McHenry County, Illinois

123.9400     

08/07/89

(123.9400     

sold 12/06/89)

     

Parcel 11, McHenry County, Illinois

30.5920     

08/07/89

     

Parcel 12, Kendall County, Illinois

90.2710     

10/31/89

(.7090     

sold 04/26/91)

     

Parcel 13, McHenry County, Illinois

92.7800     

11/07/89

(2.0810     

sold 09/18/97)

 

(90.6990     

sold 02/15/01)

     

Parcel 14, McHenry County, Illinois

76.2020     

11/07/89

     

Parcel 15, Lake County, Illinois

84.5564     

01/03/90

(10.5300     

sold various 1996)

(5.4680     

sold various 1997)

(68.5584     

sold various 1998)

 

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

-4-


 

     
 

Gross Acres

Purchase/Sales

Parcel & Location

Purchased/Sold

Date

     

Parcel 16, Kane/Kendall Counties,

72.4187

01/29/90

  Illinois

(30.9000

sold 07/10/98)

(10.3910

sold 12/15/99)

 

(3.1000

sold 12/12/00)

     

Parcel 17, McHenry County, Illinois

99.9240

01/29/90

(27.5100

sold 01/29/99)

     

Parcel 18, McHenry County, Illinois

71.4870

01/29/90

(1.0000

sold various 1990)

(.5200

sold 03/11/93)

     

Parcel 19, McHenry County, Illinois

63.6915

02/23/90

     

Parcel 20, Kane County, Illinois

224.1480

02/28/90

(.2790

sold 10/17/91)

     

Parcel 21, Kendall County, Illinois

172.4950

03/08/90

(172.4950

sold various 1998)

     

Parcel 22, McHenry County, Illinois

254.5250

04/11/90

     

Parcel 23, Kendall County, Illinois

140.0210

05/08/90

(4.4100

sold various 1993)

(35.8800

sold various 1994)

(3.4400

sold various 1995)

(96.2910

sold 08/26/99)

     

Parcel 24, Kendall County, Illinois

298.4830

05/23/90

(12.4570

sold 05/25/90)

(4.6290

sold 04/01/96)

 

(69.82

sold 11/26/02)

     

Parcel 25, Kane County, Illinois

225.0000

06/01/90

 

 

The General Partner anticipates that land purchased by us will produce sufficient income to pay property taxes, insurance and other miscellaneous expenses. Income will be derived through leases to farmers or from other activities compatible with undeveloped land. The majority of the parcels purchased by us consist of land which generates revenue from farming or other leasing activities. It is not expected that we will generate cash distributions to limited partners from farm leases or other activities.

 

-5-


Item 3. Legal Proceedings

We are not subject to any material pending legal proceedings.

 

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of our security holders during 2002.

 

 

PART II

 

Item 5. Market for the Partnership's Limited Partnership Units and Related Security Holder Matters

As of December 31, 2002, there were 3,090 holders of our units. There is no public market for units nor is it anticipated that any public market for units will develop.

Although we have established a unit repurchase program, funds for repurchase of units are limited. Units will be repurchased from limited partners at a price equal to 100% of their original capital as reduced by distributions from net sale proceeds. As of December 31, 2002, we had approximately $44,000 available for the repurchase of units.
























-6-


Item 6. Selected Financial Data

 

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

For the years ended December 31, 2002, 2001, 2000, 1999, and 1998

(not covered by Independent Auditors' Report)

 

 

   

2002

2001

2000

1999

1998

             

Total assets

$

27,611,879 

26,413,426

25,475,076

24,680,969

25,809,385

             

Total income

$

1,906,799 

1,289,468

1,383,351

4,021,769

8,008,204

             

Net income

$

314,651 

652,753

845,328

1,882,472

2,030,823

             

Net income (loss) allocated to the one general partner unit

$

(8,513)

2,807

3,335

4,063

2,529

             

Net income allocated per limited partnership unit (b)

$

10.92

21.96

28.45

63.46

68.47

             

Distributions per limited partnership unit from sales (b)(c)

$

51.76

-   

50.68

89.55

115.68

             

Weighted average limited partnership units

 

29,593

29,593

29,596

29,599

29,621

  1. The above selected financial data should be read in conjunction with the financial statements and related notes appearing elsewhere in this annual report.
  2. The net income per unit and distributions per unit data is based upon the weighted average number of units outstanding.
  3. Distributions from sales represent a return of original capital.









-7-


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this annual report on Form 10-K constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. These factors include, among other things, the ability to obtain annexation and zoning approvals required to develop our properties; the approval of local governing bodies to develop our properties; successful lobbying of local "no growth" or limited development homeowner groups; adverse changes in real estate, financing and general economic or local conditions; eminent domain proceedings; changes in the environmental condit ions or changes in the environmental positions of governmental bodies; and potential conflicts of interest between us and our affiliates, including our general partner.

 

Liquidity and Capital Resources

On October 12, 1988, we commenced an offering of 10,000 (subject to increase to 30,000) limited partnership units pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. On October 6, 1989, the offering terminated after we had sold 30,000 units to the public at $1,000 per unit resulting in $30,000,000 in gross offering proceeds, which does not include proceeds from the initial limited partner and the general partner. All of the holders of our units have been admitted to our partnership. Our limited partners share in their portion of benefits of ownership of our real property investments according to the number of units held.

We used $25,187,069 of gross offering proceeds to purchase on an all-cash basis twenty-five parcels of undeveloped land and an option to purchase undeveloped land. These investments include the payment of the purchase price, acquisition fees and acquisition costs of such properties. Fourteen of the parcels were purchased during 1989 and eleven during 1990. As of December 31, 2002, we have had multiple sales transactions, through which we have disposed of approximately 1,147 acres of the approximately 3,102 acres originally owned. As of December 31, 2002, cumulative distributions to the limited partners have totaled $15,105,323 (which represents a return of original capital) and $153,743 to the general partner. Through December 31, 2002, we have used $16,361,202 of working capital for rezoning and other activities. Such amounts have been capitalized and are included in investments in land.

Our capital needs and resources will vary depending upon a number of factors, including the extent to which we conduct rezoning and other activities relating to utility access, the installation of roads, subdivision and/or annexation of land to a municipality, changes in real estate taxes affecting our land, and the amount of revenue received from leasing. As of December 31, 2002, we own, in whole or in part, sixteen of our twenty-five original parcels, the majority of which are leased to local farmers and are generating sufficient cash flow from farm leases to cover property taxes and insurance.

At December 31, 2002, we had cash and cash equivalents of $1,350,883, of which approximately $44,000 is reserved for the repurchase of units through the unit repurchase program. The remaining $1,306,883 is available to be used for our costs and liabilities, cash distributions to partners and other activities with respect to some or all of our land parcels. We have increased our parcel sales effort in anticipation of rising land values.






- -8-


We plan to enhance the value of our land through pre-development activities such as rezoning, annexation and land planning. We have already been successful in, or are in the process of, pre-development activity on a majority of our land investments. Parcels 4, 6 and 7 have completed two phases of improvements for an industrial park and sites are being marketed. Parcel 16 has been zoned with development and sales marketing underway. Parcel 12 was annexed and zoned during 2002 and marketing has begun. Zoning discussions have begun on Parcel 12, 17, 18 and 22.

 

Transactions with Related Parties

Our general partner and its affiliates are entitled to reimbursement for salaries and expenses of employees of the general partner and its affiliates relating to our administration. Such costs are included in professional services and general and administrative expenses to affiliates, of which $6,242 and $3,342 were unpaid as of December 31, 2002 and 2001, respectively.

An affiliate of our general partner performed marketing and advertising services for us and was reimbursed for direct costs. Such costs of $16,346, $32,627 and $14,216 have been incurred and are included in marketing expenses to affiliates for the years ended December 31, 2002, 2001 and 2000, respectively, of which $10,905 was unpaid as of December 31, 2002 and all of which was paid as of December 31, 2001.

An affiliate of the general partner performed property upgrades, rezoning, annexation and other activities to prepare our parcels for sale and was reimbursed for salaries and direct costs. The affiliate did not recognize a profit on any project. Such costs are included in investments in land.

 

Results of Operations

As of December 31, 2002, we owned sixteen parcels of land consisting of approximately 1,955 acres. Of the 1,955 acres owned, approximately 1,848 acres are tillable, leased to local farmers and generate sufficient cash flow to cover property taxes, insurance and other miscellaneous expenses. Sales of investments in land and improvements of $1,609,108 and cost of land sold of $450,778 for the year ended December 31, 2002 is a result of the sale of two lots of Parcel 4 and the sale of approximately 70 acres of Parcel 24. Sale of investments in land and improvements of $750,900 and cost of land sold of $384,614 for the year ended December 31, 2001 is a result of the sale of four lots of Parcel 4 and the sale of the balance of 91 acres of Parcel 13. Sale of investments in land and improvements of $770,078 and cost of land sold of $298,882 for the year ended December 31, 2000 is a result of the sale of approximately 40 acres of Parcel 2, the sale of an additional lot of Parcel 4 and the sale of 3 acres of Parc el 16.

Interest income decreased from $259,774 for the year ended December 31, 2001 to $6,827 for the year ended December 31, 2002, as a result of our stopping the accrual of interest income on the mortgage loans receivable relating to Parcels 1, 15, 21 and 23. Interest income decreased from $311,036 for the year ended December 31, 2000 to $259,774 for the year ended December 31, 2001, primarily as a result of less interest income earned on the mortgage loans receivable as we received paydowns on the mortgages generated from the sales. We also had less cash available to invest on a short term basis during the year which also resulted in a decrease in interest income earned.

Professional services to affiliates increased from $24,388 for the year ended December 31, 2001 to $37,398 for the year ended December 31, 2002, due to an increase in legal services. Professional services to Affiliates decreased from $32,696 for the year ended December 31, 2000 to $24,388 for the year ended December 31, 2001, due to a decrease in legal services.



-9-


General and administrative expenses to Affiliates decreased from $22,339 for the year ended December 31, 2000 to $15,745 for the year ended December 31, 2001, due to a decrease in investor service expense and data processing expense. General and administrative expenses to non-affiliates increased from $22,387 for the year ended December 31, 2001 to $27,864 for the year ended December 31, 2002, due to an increase in postage expense. General and administrative expenses to non-affiliates decreased from $31,544 for the year ended December 31, 2000 to $22,387 for the year ended December 31, 2001, due to decreases in the Illinois Replacement Tax paid and printing costs.

Marketing expenses to non-affiliates increased from $49,668 for the year ended December 31, 2001 to $125,569 for the year ended December 31, 2002, due to an increase in marketing, advertising and travel expenses relating to marketing the land portfolio to prospective purchasers. Marketing expenses to Affiliates and non-affiliates increased for the year ended December 31, 2001, as compared to the year ended December 31, 2000, due to an increase in advertising related to marketing the land portfolio to prospective purchasers.

Land operating expenses to non-affiliates increased from $66,249 for the year ended December 31, 2001 to $106,588 for the year ended December 31, 2002, due to an increase in real estate tax expense. Land operating expenses to non-affiliates decreased from $85,245 for the year ended December 31, 2000 to $66,249 for the year ended December 31, 2001, due to a decrease in real estate tax expense in 2001 and one time costs incurred in 2000 relating to a proposed spec building. This decrease was partially offset by an increase in grounds maintenance expenses of our land investments.

 

We determined that the maximum value of Parcels 1, 15, 21 and 23 could be realized if the parcels were developed and sold as individual lots. However, if we developed and sold individual lots directly to buyers, we could be deemed a dealer of real estate and our limited partners could be subject to unrelated business taxable income. Therefore, we sold the parcels to a third party developer whereby a significant portion of the sales price was represented by notes receivable from the buyer. These transactions were deemed installment sales. The velocity of the developer's individual lot sales was slower than was originally projected and consequently, the developer's carrying costs were higher. As a result of the development's financial difficulties, the net sale proceeds available to us are lower than projected. For the year ended December 31, 2002, we have recorded an allowance for doubtful accounts of $767,248 relating to the accrued interest receivable on mortgage loans resulting from the sale of these p arcels.




















-10-


Selected Quarterly Financial Data (unaudited)

The following represents the results of operations for each quarter during the years ended December 31, 2002, 2001 and 2000.

     
   

12/31/02

09/30/02

06/30/02

03/31/02

Total income

$

1,501,855

81,077 

184,342

139,525 

Net income (loss)

 

1,072,216

(199,617)

70,147

(628,095)

           

Net income (loss) per common units, basic and   diluted

 

36.23

(6.75)

2.37

(21.22)

     
   

12/31/01

09/30/01

06/30/01

03/31/01

Total income

$

124,462

705,257

208,982

250,767

Net income

 

67,435

306,004

126,894

152,420

           

Net income per common units, basic and   diluted

 

2.28

10.34

4.29

5.15

     
   

12/31/00

09/30/00

06/30/00

03/31/00

Total income

$

721,490

158,363

350,506

152,992

Net income

 

507,186

125,667

145,874

66,601

           

Net income per common units, basic and   diluted

 

17.14

4.25

4.93

2.25

 

Inflation

Inflation in future periods may cause capital appreciation of our investments in land. Rental income levels (from leases to new tenants or renewals of existing tenants) will rise and fall in accordance with normal agricultural market conditions and may or may not be affected by inflation. To date, our operations have not been significantly affected by inflation.

 

 

Item 7(a). Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.







-11-


Item 8. Financial Statements and Supplementary Data


INLAND LAND APPRECIATION FUND, L.P.

(a limited partnership)

 

Index

 

 

Page

   

Independent Auditors' Report

13

   

Financial Statements:

 
   

  Balance Sheets, December 31, 2002 and 2001

14

   

  Statements of Operations, for the years ended December 31, 2002, 2001, and 2000

16

   

  Statements of Partners' Capital, for the years ended December 31, 2002, 2001, and 2000

17

   

  Statements of Cash Flows, for the years ended December 31, 2002, 2001, and 2000

18

   

  Notes to Financial Statements

20

 

 

Schedules not filed:

All schedules have been omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.













-12-


 

 

 

 

INDEPENDENT AUDITORS' REPORT

 

To the Partners of

Inland Land Appreciation Fund, L.P.

We have audited the accompanying balance sheets of Inland Land Appreciation Fund, L.P. (a limited partnership) ("the Partnership") as of December 31, 2002 and 2001, and the related statements of operations, partners' capital, and cash flows for each of the three years in the period ended December 31, 2002. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of Inland Land Appreciation Fund, L.P. as of December 31, 2002 and 2001, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

 

Deloitte & Touche LLP

 

 

 

 

January 30, 2003

Chicago, Illinois











- -13-


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

Balance Sheets

December 31, 2002 and 2001


Assets

 

   

2002

2001

Current assets:

     

  Cash and cash equivalents (Note 1)

$

1,350,883

188,806

  Accounts and accrued interest receivable (net of allowance for
doubtful accounts of $767,248 at December 31, 2002) (Note 6)

 

202,172

969,028

  Current portion of mortgage loans receivable (Note 6)

 

2,101,007

144,557

  Other current assets

 

-    

5,172

       

Total current assets

 

3,654,062

1,307,563

       

Other assets

 

16,840

16,840

Deferred loan fees (net of accumulated amortization of $21,891 and
$10,284 at December 31, 2002 and 2001, respectively)

 

55,616

19,716

Mortgage loans receivable, less current portion (Note 6)

 

-    

2,291,799

Investments in land and improvements, at cost (including acquisition fees paid   to Affiliates of $830,551 and $850,016 at December 31, 2002 and 2001,   respectively) (Notes 3 and 4)

 

23,885,361

22,777,508

       

Total assets

$

27,611,879

26,413,426

     


















See accompanying notes to financial statements.

-14-


 

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

Balance Sheets
(continued)

December 31, 2002 and 2001

Liabilities and Partners' Capital

 

   

2002

2001

       

Current liabilities:

     

  Accounts payable

$

71,485 

11,035 

  Accrued real estate taxes

 

82,966 

46,903 

  Due to Affiliates (Notes 3 and 7)

 

355,351 

56,006 

  Current portion of notes payable to Affiliate (Note 7)

 

2,520,984 

3,993,750 

  Unearned income

 

669,280 

269,280 

       

Total current liabilities

 

3,700,066 

4,376,974 

       

Notes payable to Affiliate, less current portion (Note 7)

 

3,100,000

-    

Deferred gain on sale of investments in land and improvements (Note 6)

 

242,368 

249,958 

       

Partners' capital:

     

  General Partner:

     

    Capital contribution

 

500 

500 

    Cumulative net income

 

170,170 

178,683 

    Cumulative cash distributions

 

(153,743)

(153,743)

       

 

16,927 

25,440 

  Limited Partners:

     

    Units of $1,000. Authorized 30,001 Units, 29,593 outstanding at       December 31, 2002 and 2001, (net of offering costs of $3,768,113, of       which $1,069,764 was paid to Affiliates)

 

25,873,403 

25,873,403 

    Cumulative net income

 

9,784,438 

9,461,274 

    Cumulative cash distributions

 

(15,105,323)

(13,573,623)

       

 

20,552,518 

21,761,054 

       

Total Partners' capital

 

20,569,445 

21,786,494 

       

Total liabilities and Partners' capital

$

27,611,879 

26,413,426 

       




See accompanying notes to financial statements.

-15-


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

Statements of Operations

For the years ended December 31, 2002, 2001 and 2000

 

   

2002

2001

2000

         

Income:

       

  Sale of investments in land and improvements (Note 4)

$

1,609,108 

750,900

770,078

  Recognition of deferred gain on sale of investments in     land and improvements (Note 6)

 

7,590 

5,800

40,599

  Rental income (Note 5)

 

274,768 

272,752

254,617

  Interest income

 

6,827 

259,774

311,036

  Other income

 

8,506 

242

7,021

         
   

1,906,799 

1,289,468

1,383,351

         

Expenses:

       

  Cost of land sold

 

450,778 

384,614

298,882

  Professional services to Affiliates

 

37,398 

24,388

32,696

  Professional services to non-affiliates

 

33,258 

30,753

29,750

  General and administrative expenses to Affiliates

 

15,492 

15,745

22,339

  General and administrative expenses to non-affiliates

 

27,864 

22,387

31,544

  Marketing expenses to Affiliates

 

16,346 

32,627

14,216

  Marketing expenses to non-affiliates

 

125,569 

49,668

23,351

  Land operating expenses to non-affiliates

 

106,588 

66,249

85,245

  Amortization of deferred loan fees

 

11,607 

10,284

-    

  Bad debt expense

 

767,248 

-    

-    

         
   

1,592,148 

636,715

538,023

         

Net income

$

314,651 

652,753

845,328

         

Net income (loss) allocated (Note 2):

       

  General Partner

$

(8,513)

2,807

3,335

  Limited Partners

 

323,164 

649,946

841,993

         

Net income

$

314,651

652,753

845,328

         

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

$

(8,513)

2,807

3,335

         

Net income per Unit allocated to Limited Partners per   weighted average Limited Partnership Units (29,593,   29,593 and 29,596 for the years ended December 31,   2002, 2001 and 2000, respectively)

$

10.92

21.96

28.45

See accompanying notes to financial statements.

-16-


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

Statements of Partners' Capital

For the years ended December 31, 2002, 2001 and 2000

 

   

General

Limited

 
   

Partner

Partners

Total

         

Balance at January 1, 2000

$

19,298

21,770,897 

21,790,195 

         

Net income (Note 2)

 

3,335

841,993 

845,328 

Distributions to Partners ($50.68 per weighted average   Limited Partnership Units of 29,596) (Note 2)

 

-      

(1,500,000)

(1,500,000)

Repurchase of Limited Partnership Units

 

-      

(1,782)

(1,782)

         

Balance at December 31, 2000

 

22,633

21,111,108 

21,133,741 

         

Net income (Note 2)

 

2,807 

649,946 

652,753 

         

Balance at December 31, 2001

 

25,440

21,761,054 

21,786,494 

         

Net income (loss) (Note 2)

 

(8,513)

323,164 

314,651 

Distributions to Partners ($51.76 per weighted average   Limited Partnership Units of 29,593) (Note 2)

 

-      

(1,531,700)

(1,531,700)

         

Balance at December 31, 2002

$

16,927

20,552,518 

20,569,445 

         
















See accompanying notes to financial statements.

-17-


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

Statements of Cash Flows

For the years ended December 31, 2002, 2001 and 2000

   

2002

2001

2000

         

Cash flows from operating activities:

       

  Net income

$

314,651 

652,753 

845,328 

  Adjustments to reconcile net income to net cash provided     by operating activities:

       

    Gain on sale of investments in land and improvements

 

(1,158,330)

(366,286)

(471,196)

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

 

(7,590)

(5,800)

(40,599)

    Bad debt expense

 

767,248 

-     

-     

    Amortization of deferred loan fees

 

11,607 

10,284 

-     

    Changes in assets and liabilities:

       

      Accounts and accrued interest receivable

 

(392)

(228,598)

(278,221)

      Other assets

 

5,172 

(3,662)

26,005 

      Accounts payable

 

60,450 

6,154 

(4,736)

      Accrued real estate taxes

 

36,063 

(940)

2,744 

      Due to Affiliates

 

299,345 

36,183 

(22,921)

      Unearned income

 

400,000 

250,000 

16,073 

         

Net cash provided by operating activities

 

728,224 

350,088 

72,477 

         

Cash flows from investing activities:

       

  Principal payments collected on mortgage loans receivable

 

335,349 

222,030 

516,657 

  Additions to investments in land and improvements

 

(1,558,631)

(2,055,105)

(1,103,222)

  Proceeds from disposition of investments in land and     improvements

 

1,609,108 

750,900 

770,078 

         

Net cash flow provided by (used in) investing activities

 

385,826 

(1,082,175)

183,513 

         

Cash flows from financing activities:

       

  Repurchase of Limited Partnership Units

 

-     

-     

(1,782)

  Net proceeds from notes payable to Affiliate

 

1,627,234 

-     

1,500,000 

  Loan fees

 

(47,507)

-     

(30,000)

  Cash distributions

 

(1,531,700)

-     

(1,500,000)

         

Net cash flow provided by (used in) financing activities

 

48,027 

-     

(31,782)




See accompanying notes to financial statements.

-18-


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

Statements of Cash Flows
(continued)

For the years ended December 31, 2002, 2001 and 2000

   

2002

2001

2000

         

Net increase (decrease) in cash and cash equivalents

$

1,162,077

(732,087)

224,208

Cash and cash equivalents at beginning of year

 

188,806

920,893 

696,685

         

Cash and cash equivalents at end of year

$

1,350,883

188,806 

920,893

Cash paid for interest

$

3,797

271,932

191,523

 Supplemental schedule of non-cash investing and financing activities:

   

2002

2001

2000

         

Reduction in investments in land and improvements

$

450,778

384,614 

298,882

Gain on sale of investments in land and improvements

 

1,158,330

366,286 

471,196

Proceeds from disposition of investments in land and   improvements

$

1,609,108

750,900 

770,078

         















See accompanying notes to financial statements.

-19-


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

Notes to Financial Statements


For the years ended December 31, 2002, 2001 and 2000

(1) Organization and Basis of Accounting

The Registrant, Inland Land Appreciation Fund, L.P. (the "Partnership"), was formed in October 1987, pursuant to the Delaware Revised Uniform Limited Partnership Act, to invest in undeveloped land on an all-cash basis and realize appreciation of such land upon resale. On October 12, 1988, the Partnership commenced an Offering of 10,000 (subject to increase to 30,000) Limited Partnership Units ("Units") pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. Inland Real Estate Investment Corporation is the General Partner. The Offering terminated on October 6, 1989, with total sales of 30,000 Units, at $1,000 per Unit, not including the General Partner or the Initial Limited Partner. All of the holders of these Units have been admitted to this Partnership. The Limited Partners of the Partnership share in their portion of benefits of ownership of the Partnership's real property investments according to the number of Units held. As of December 31, 2002, the Partner ship has repurchased a total of 407.75 Units for $359,484 from various Limited Partners through the Unit Repurchase Program. Under this program Limited Partners may under certain circumstances have their Units repurchased for an amount equal to their Invested Capital.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") 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 period. Actual results could differ from those estimates.

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 which are carried at cost, which approximates market.

The Partnership recognizes income from the sale of land parcels in accordance with Statement of Financial Accounting Standards No. 66, "Accounting for Sales of Real Estate".

Except as described in footnote (b) to Note 4 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.

Statement of Financial Accounting Standards No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS No. 121") requires the Partnership to record an impairment loss on its property to be held for investment whenever its carrying value cannot be fully recovered through estimated undiscounted future cash flows from their operations and sale. The amount of the impairment loss to be recognized would be the difference between the property's carrying value and the properties estimated fair value. As of December 31, 2001, the Partnership had not recognized any such impairment losses under SFAS 121.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", ("SFAS No. 144"). SFAS 144 addresses accounting and reporting for the impairment or disposal of long-lived assets. This statement supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets to be Disposed Of". The provisions of this statement are effective for the Partnership beginning January 1, 2002. SFAS No. 144 established new rules for the recognition, measurement and reporting of long-lived assets which are impaired and

-20-


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

Notes to Financial Statements
(continued)

either held for sale or in use by the Partnership. The adoption of this statement did not have a material impact on the financial position or results of operations of the Partnership.

A presentation of information about operating segments as required in SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information" would not be material to an understanding of the Partnership's business taken as a whole as the Partnership is engaged in the business of real estate investment which management considers to be a single operating segment.

Effective January 1, 2001, the Partnership adopted the provisions of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended by SFAS Nos. 137 and 138. This statement standardizes the accounting for derivative instruments by requiring that an entity recognize those items as assets or liabilities in the statement of financial position and measure them at fair value. It also provides for matching the timing of gain or loss recognition on the hedging instrument with the recognition of (a) the changes in fair value of the hedged asset or liability attributable to the hedged risk or (b) the earnings effect of the hedged forecasted transaction. The net impact of the adoption of SFAS No. 133 has no effect on the Partnership's financial statements.

The Partnership is required to pay a withholding tax to the Internal Revenue Service with respect to a Partner's allocable share of the Partnership's taxable net income, if the Partner is a foreign person. The Partnership will first pay the withholding tax from the distributions to any foreign partner, and to the extent that the tax exceeds the amount of distributions withheld, or if there have been no distributions to withhold, the excess will be accounted for as a distribution to the foreign partner. Withholding tax payments are made every April, June, September and December.

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

The Partnership's records are maintained on the accrual basis of accounting in accordance GAAP. The Federal income tax return has been prepared from such records after making appropriate adjustments, if any, to reflect the Partnership's accounts as adjusted for Federal income tax reporting purposes. Such adjustments are not recorded in the records of the Partnership. The net effect of these items is summarized as follows:

2002

2001

     

Tax

 

Tax

   

GAAP

Basis

GAAP

Basis

   

Basis

(unaudited)

Basis

(unaudited)

           

Total assets

$

27,611,879 

31,379,994 

26,413,426

30,181,539

           

Partners' capital:

         

  General Partner

 

16,927 

20,662 

25,440

29,181

  Limited Partners

 

20,552,518 

24,316,898 

21,761,054

25,525,427

           

Net income (loss) allocated:

         

  General Partner

 

(8,513)

(821)

2,807

4,059

  Limited Partners

 

323,164 

315,473 

649,946

762,883

           

Net income per Limited Partnership Unit

 

10.92 

10.66 

21.96

25.78

The net income per Unit is based upon the weighted average number of Units of 29,593 during 2002 and 2001.

-21-


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

Notes to Financial Statements
(continued)

 

(2) Partnership Agreement

The Partnership Agreement defines the allocation of profits and losses, and available cash. If and to the extent that real estate taxes and insurance payable with respect to the Partnership's land during a given year exceed revenues of the Partnership, the General Partner will make a Supplemental Capital Contribution of such amount to the Partnership to ensure that it has sufficient funds to make such payments.

Profits and losses from operations (other than capital transactions) will be allocated 99% to the Limited Partners and 1% to the General Partner. The net gain from a sale of Partnership properties is first allocated among the Partners in proportion to the negative balances, if any, in their respective capital accounts. Thereafter, except as provided below, net gain is allocated to the General Partner in an amount equal to the proceeds distributed to the General Partner from such sale and the balance of any net gain is allocated to the Limited Partners. If the amount of net gain realized from a sale is less than the amount of cash distributed to the General Partner from such sale, the Partnership will allocate income or gain to the General Partner in an amount equal to the excess of the cash distributed to the General Partner with respect to such sale as quickly as permitted by law. Any net loss from a sale will be allocated to the Limited Partners.

Distributions of Net Sale Proceeds will be allocated between the General Partner and the Limited Partners based upon both an aggregate overall return to the Limited Partners and a separate return with respect to each parcel of land purchased by the Partnership.

As a general rule, Net Sale Proceeds will be distributed 90% to the Limited Partners and 10% to the General Partner until the Limited Partners have received from Net Sale Proceeds (i) a return of their Original Capital plus (ii) a noncompounded Cumulative Preferred Return of 15% of their Invested Capital. However, with respect to each parcel of land, the General Partner's 10% share will be subordinated until the Limited Partners receive a return of the Original Capital attributed to such parcel ("Parcel Capital") plus a 6% per annum noncompounded Cumulative Preferred Return thereon.

After the amounts described in items (i) and (ii) above and any previously subordinated distributions to the General Partner have been paid, and the amount of any Supplemental Capital Contributions have been repaid to the General Partner, subsequent distributions shall be paid 75% to the Limited Partners and 25% to the General Partner without considering Parcel Capital. If, after all Net Sale Proceeds have been distributed, the General Partner has received more than 25% of all Net Sale Proceeds (exclusive of distributions made to the Limited Partners to return their Original Capital), the General Partner shall contribute to the Partnership for distribution to the Limited Partners an amount equal to such excess.

Any distributions from Net Sale Proceeds at a time when Invested Capital is greater than zero shall be deemed applied first as a reduction of such Invested Capital before application to payment of any deficiency in the 15% Cumulative Preferred Return.



- -22-


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

Notes to Financial Statements
(continued)

(3) 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 $6,242 and $3,342 were unpaid as of December 31, 2002 and 2001, respectively.

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 $16,346, $32,627 and $14,216 have been incurred and are included in marketing expenses to Affiliates for the years ended December 31, 2002, 2001 and 2000, respectively, of which $10,905 was unpaid as of December 31, 2002 and all of which was paid as of December 31, 2001.

An Affiliate of the General Partner performed property upgrades, rezoning, annexation and other activities to prepare 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.











-23-


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

Notes to Financial Statements
(continued)

(4) Investments in Land and Improvements

         

Initial Costs

       
 

Illinois

Gross Acres Purchased

Purchase/Sales

 

Original

Acquisition

Total

Costs Capitalized Subsequent to

Costs of Property

Total Remaining Costs of Parcels at

Current Year Gain on Sale

Parcel

County

(Sold)

Date

 

Costs

Costs

Costs

Acquisition

Sold

12/31/02

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

-     

-     

(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

944,981

478,324

1,012,979

83,900

(.4860)

02/28/91

               

(27.5750)

08/25/95

               
   

(3.9500)

11/01/00

               
   

(4.4000)

Var 2001

               
   

(2.1470)

Var 2002

               
                       

5

Kendall (a)

372.2230

05/03/89

 

2,532,227

135,943

2,668,170

449,129

160,313

2,956,986

-     

 

(Option)

04/06/90

               
                       

6

Kendall (b)

78.3900

06/21/89

 

416,783

31,691

448,474

1,088,911

-     

1,537,385

-     

                     

7

Kendall (b)

77.0490

06/21/89

 

84,754

8,163

92,917

1,072,471

-     

1,165,388

-     

                     

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

31,983

-     

641,310

-     

                     

10

McHenry (b)

123.9400

08/07/89

 

91,939

7,224

99,163

600

99,763

-     

-     

 

(123.9400)

12/06/89

               
                       

-24-


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

Notes to Financial Statements
(continued)

(4) Investments in Land and Improvements (continued)

         

Initial Costs

       
 

Illinois

Gross Acres Purchased

Purchase/Sales

 

Original

Acquisition

Total

Costs Capitalized Subsequent to

Costs of Property

Total Remaining Costs of Parcels at

Current Year Gain on Sale

Parcel

County

(Sold)

Date

 

Costs

Costs

Costs

Acquisition

Sold

12/31/02

Recognized

                       

11

McHenry (b)

30.5920

08/07/89

$

321,216

22,641

343,857

34,616

-     

378,473

-     

                     

12

Kendall

90.2710

10/31/89

 

907,389

41,908

949,297

198,900

7,456

1,140,741

-     

(.7090)

04/26/91

               
                       

13

McHenry

92.7800

11/07/89

 

251,306

19,188

270,494

18,745

289,239

-     

-     

(2.0810)

09/18/97

               
   

(90.6990)

02/15/01

               
                       

14

McHenry

76.2020

11/07/89

419,111

23,402

442,513

65,140

-     

507,653

-     

                       

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

702,225

1,201,401

829,694

-     

(30.9000)

07/10/98

               

(10.3910)

12/15/99

               
   

(3.1000)

12/12/00

               
                       

17

McHenry

99.9240

01/29/90

739,635

61,038

800,673

637,906

320,961

1,117,618

-     

(27.5100)

01/29/99

               
                       

18

McHenry

71.4870

01/29/90

496,116

26,259

522,375

114,557

11,109

625,823

-     

(1.0000)

Var 1990

               

(.5200)

03/11/93

               
                       

19

McHenry

63.6915

02/23/90

490,158

29,158

519,316

29,607

-     

548,923

-     

                       

20

Kane

224.1480

02/28/90

2,749,800

183,092

2,932,892

1,748,448

3,651

4,677,689

-     

(.2790)

10/17/91

               

-25-


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

Notes to Financial Statements
(continued)

(4) Investments in Land and Improvements (continued)

         

Initial Costs

       
 

Illinois

Gross Acres Purchased

Purchase/Sales

 

Original

Acquisition

Total

Costs Capitalized Subsequent to

Costs of Property

Total Remaining Costs of Parcels at

Current Year Gain on Sale

Parcel

County

(Sold)

Date

 

Costs

Costs

Costs

Acquisition

Sold

12/31/02

Recognized

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

124,076

-     

2,869,516

-     

                       

23

Kendall

140.0210

05/08/90

 

1,480,000

116,240

1,596,240

909,395

2,505,635

-     

7,590 

(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

50,159

436,638

1,072,216

1,074,430

(12.4570)

05/25/90

               

(4.6290)

04/01/96

               
   

(69.82)

11/26/02

               
                       

25

Kane

225.0000

06/01/90

2,600,000

168,778

2,768,778

34,189

-     

2,802,967

-     

                       

Totals

 

$

23,624,761

1,562,308

25,187,069

16,361,202

17,662,910

23,885,361

1,165,920

                       

-26-


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

Notes to Financial Statements
(continued)

 

(4) 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:
  4.    

    2002

    2001

           

    Balance at January 1,

    $

    22,777,508 

    21,107,017 

    Additions during year

     

    1,558,631 

    2,055,105 

    Sales during year

     

    (450,778)

    (384,614)

           

    Balance at December 31,

    $

    23,885,361 

    22,777,508 

  5. The aggregate cost of investments in land and improvements owned at December 31, 2002 for Federal income tax purposes was approximately $23,885,000 (unaudited).

 

(5) 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 December 31, 2002, the Partnership had farm leases of generally one year in duration, for approximately 1,848 acres of the approximately 1,955 acres owned.









-27-


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

Notes to Financial Statements
(continued)

 

(6) 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. The fair market value of the mortgage loans receivable was approximately $2,028,000 and $2,559,000 at December 31, 2002 and 2001, respectively.

     

Principal Balance

Principal Balance

Accrued Interest Receivable

Deferred Gain

Parcel

Maturity

Interest Rate

12/31/02

12/31/01

12/31/02

12/31/02

             

1

12/30/03

9.00%

$  1,233,175

1,233,215

423,794

60,752

             

15

12/31/03

9.00%

144,557

144,557

123,358

4,947

             

21

06/30/03

9.00%

656,050

656,050

286,779

175,147

             

23

08/26/03

9.00%

67,225

  402,534

  135,097

  1,522

             
     

$  2,101,007

$  2,436,356

969,028

242,368

             

Less allowance for doubtful accounts

-    

-    

767,248

-    

             
     

$  2,101,007

2,436,356

201,780

242,368

 

(7) 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. During 2002, the General Partner advanced an additional $12,234. The note accrues interest at prime plus .5% and has a maturity date which was extended to December 29, 2003. For the years ended December 31, 2002 and 2001, respectively, interest of $138,435 and $182,059, respectively, was capitalized, of which $168,859 and $30,424 was unpaid as of December 31, 2002 and 2001, respectively.

On December 6, 2000, the Partnership obtained a loan from the General Partner in the amount of $1,500,000 collateralized by Parcels 17, 18 and 22. During 2002, the General Partner advanced an additional $15,000. The note accrues interest at prime plus .5% and has a maturity date of November 30, 2004. For the years ended December 31, 2002 and 2001, interest of $127,040 and $142,536, respectively, was capitalized, of which $149,279 and $22,240 was unpaid as of December 31, 2002 and 2001, respectively.

On May 9, 2002, the General Partner advanced the Partnership a loan in the amount of $200,000. The note accrued interest at 5.25%. This advance was repaid in full on September 17, 2002. For the year ended December 31, 2002, interest of $3,797 was capitalized, all of which was paid on December 31, 2002.

-28-


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

Notes to Financial Statements
(continued)

 

On September 17, 2002, the Partnership obtained a loan from the General Partner in the amount of $1,600,000, collateralized by Parcels 4, 6 and 7. The note accrues interest at a rate of prime plus .5% and has a maturity date of September 17, 2005. For the year ended December 31, 2002, interest of $20,066 was capitalized, all of which was unpaid as of December 31, 2002.

The fair market value of the notes payable to Affiliate was approximately $5,671,000 and $4,097,000 at December 31, 2002 and 2001, respectively.



























-29-


 

Item 9. Changes in and Disagreements with Independent Auditors on Accounting and Financial Disclosure

There were no disagreements on accounting or financial disclosure matters during 2002.

 

PART III

 

Item 10. Directors and Executive Officers of the Registrant

Our general partner, Inland Real Estate Investment Corporation, was organized in 1984 for the purpose of acting as general partner of limited partnerships formed to acquire, own and operate real properties. Our general partner is a wholly owned subsidiary of The Inland Group, Inc. In 1990, Inland Real Estate Investment Corporation became the replacement general partner for an additional 301 privately owned real estate limited partnerships syndicated by affiliates. The general partner has responsibility for all aspects of our operations. The relationship of the general partner to its affiliates is described under the caption "Conflicts of Interest" at pages 11 to 13 of the prospectus, a copy of which description is hereby incorporated herein by reference.

 

Officers and Directors

The officers, directors, and key employees of The Inland Group, Inc. and its Affiliates ("Inland") that are likely to provide services to us are as follows:

 

 

Functional Title

   

Daniel L. Goodwin

Chairman and Chief Executive Officer

Robert H. Baum

Executive Vice President-General Counsel

G. Joseph Cosenza

Senior Vice President-Acquisitions

Robert D. Parks

Senior Vice President-Investments

Brenda G. Gujral

President and Chief Operating Officer-IREIC

Catherine L. Lynch

Treasurer

Roberta S. Matlin

Assistant Vice President-Investments

Patricia A. DelRosso

Vice President-Asset Management

Kelly Tucek

Assistant Vice President-Partnership Accounting












-30-


    DANIEL L. GOODWIN (age 59) is Chairman of the Board of Directors of The Inland Group, Inc., a billion-dollar real estate and financial organization located in Oak Brook, Illinois. Among Inland's subsidiaries is the largest property management firm in Illinois and one of the largest commercial real estate and mortgage banking firms in the Midwest.

Mr. Goodwin has served as Director of the Avenue Bank of Oak Park and as a director of the Continental Bank of Oakbrook Terrace. He was Chairman of the Bank Holding Company of American National Bank of DuPage. Currently he is the Chairman of the Board of Inland Mortgage Corporation.

Mr. Goodwin has been in the housing industry for more than 30 years, and has demonstrated a lifelong interest in housing-related issues. He is a licensed real estate broker and a member of the National Association of Realtors, the Illinois Association of Realtors and the Northern Illinois Commercial Association of Realtors. He has developed thousands of housing units in the Midwest, New England, Florida, and the Southwest. He is also the author of a nationally recognized real estate reference book for the management of residential properties.

Mr. Goodwin has served on the Board of the Illinois State Affordable Housing Trust Fund for six years and was recently appointed to serve once again by Governor George Ryan. He is an advisor for the Office of Housing Coordination Services of the State of Illinois, and a member of the Seniors Housing Committee of the National Multi-Housing Council. He was appointed Chairman of the Housing Production Committee for the Illinois State Affordable Housing Conference by former Governor Edgar. He also served as a member of the Cook County Commissioner's Economic Housing Development Committee, and he was the Chairman of the DuPage County Affordable Housing Task Force. The 1992 Catholic Charities Award was presented to Mr. Goodwin for his work in addressing affordable housing needs. The City of Hope designated him as the Man of the Year for the Illinois construction industry. In 1989, the Chicago Metropolitan Coalition on Aging presented Mr. Goodwin with an award in recognition of his efforts in making housing more affordable to Chicago's Senior Citizens. On May 4, 1995, PADS, Inc. (Public Action to Deliver Shelter) presented Mr. Goodwin with the affordable housing award, recognizing The Inland Group as the leading corporate provider of transitional housing for the homeless people of DuPage County. Mr. Goodwin also serves as Chairman of New Directions Housing Corporation, which provides affordable housing in the Midwest.

Mr. Goodwin is a product of Chicago-area schools, and obtained his Bachelor's and Master's Degrees from Illinois Universities. Following graduation, he taught for five years in the Chicago Public Schools. His commitment to education has continued through his work with the BBF Family Services' Pilot Elementary School in Chicago, and the development of the Inland Vocational Training Center for the Handicapped located at Little City in Palatine, Illinois. He personally established an endowment which funds a perpetual scholarship program for inner-city disadvantaged youth. In 1990 he received the Northeastern Illinois University President's Meritorious Service Award. Mr. Goodwin holds a Master's Degree in Education and in 1986, he was awarded an Honorary Doctorate from Northeastern Illinois University College of Education. More than 12 years ago, under Mr. Goodwin's direction, Inland instituted a program to educate disabled students about the workplace. Most of those original students are employed at Inland t oday, and Inland continues as one of the largest employers of the disabled in DuPage County. Mr. Goodwin has served as a member of the Board of Governors of Illinois State Colleges and Universities, and he is currently Vice Chairman of the Board of Trustees of Benedictine University. Since January 1996, he has been Chairman of the Northeastern Illinois University Board of Trustees.






-31-


In 1988 Mr. Goodwin received the Outstanding Business Leader Award from the Oak Brook Jaycees and in March 1994 he won the Excellence in Business Award from the DuPage Area Association of Business and Industry. Additionally, he was honored by Little Friends on May 17, 1995 for rescuing their Parent-Handicapped Infant Program. He was the recipient of the 1995 March of Dimes Life Achievement Award and was recognized as the 1998 Corporate Leader of the Year by the Oak Brook Area Association of Commerce and Industry. The Ray Graham Association for People with Disabilities honored Mr. Goodwin as the 1999 Employer of the Year. Also, in 1999, the YWCA DuPage District bestowed the Corporate Recognition Award for Inland's policies and practices that demonstrate a commitment to the advancement of women in the workplace. For many years, he has been Chairman of the National Football League Players Association Mackey Awards for the benefit of inner-city youth and he served as the recent Chairman of the Speakers Club o f the Illinois House of Representatives.

    ROBERT H. BAUM (age 58) has been with The Inland Group, Inc. and its affiliates since 1968 and is one of the four original principals. Mr. Baum is Vice Chairman and Executive Vice President-General Counsel of The Inland Group, Inc. In his capacity as General Counsel, Mr. Baum is responsible for the supervision of the legal activities of The Inland Group, Inc. and its affiliates. This responsibility includes the supervision of The Inland Law Department and serving as liaison with outside counsel. Mr. Baum has served as a member of the North American Securities Administrators Association Real Estate Advisory Committee and as a member of the Securities Advisory Committee to the Secretary of State of Illinois. He is a member of the American Corporation Counsel Association and has also been a guest lecturer for the Illinois State Bar Association. Mr. Baum has been admitted to practice before the Supreme Court of the United States, as well as the bars of several federal courts of appeals and federal district courts and the State of Illinois and is a licensed real estate broker. He has served as a director of American National Bank of DuPage and currently serves as a director of Westbank. Mr. Baum also is a member of the Governing Council of Wellness House, a charitable organization that provides educational and emotional support for cancer patients and their families.

    G. JOSEPH COSENZA (age 58) has been with The Inland Group, Inc. and its affiliates since 1968 and is one of the four original principals. Mr. Cosenza is a Director and Vice Chairman of The Inland Group, Inc. and oversees, coordinates and directs Inland's many enterprises. In addition, Mr. Cosenza immediately supervises a staff of ten persons who engage in property acquisition. Mr. Cosenza has been a consultant to other real estate entities and lending institutions on property appraisal methods. He has directly overseen the purchase of close to $4 billion of income producing real estate from 1968 to the present.

Mr. Cosenza received his B.A. Degree from Northeastern Illinois University and his M.S. Degree from Northern Illinois University. From 1967 to 1968, he taught in the LaGrange, Illinois School District and from 1968 to 1972, he served as Assistant Principal and taught in the Wheeling, Illinois School District. Mr. Cosenza has been a licensed real estate broker since 1968 and an active member of various national and local real estate associations, including the National Association of Realtors and the Urban Land Institute.

Mr. Cosenza has also been Chairman of the Board of American National Bank of DuPage, and has served on the Board of Directors of Continental Bank of Oakbrook Terrace. He was the Chairman and is presently a Director on the Board of Westbank in Westchester, Hillside and Lombard, Illinois.










-32-


    ROBERT D. PARKS (age 59) has been with The Inland Group Inc. ("Inland") and its affiliates since 1968 and is one of the four original principals; Chairman of Inland Real Estate Investment Corporation and Director of Inland Securities Corporation. Mr. Parks is president, chief executive officer, and a director of Inland Real Estate Corporation. He is Chairman, Chief Executive Officer and Affiliated Director of Inland Retail Real Estate Trust, Inc. He is a director of Inland Real Estate Advisory Services, Inc., Inland Investment Advisors, Inc., Partnership Ownership Corp., Inland Southern Acquisitions, Inc. and Inland Southeast Investment Corp., and he is a Trustee of Inland Mutual Fund Trust.

Mr. Parks is responsible for the ongoing administration of existing investment programs, corporate budgeting and administration for Inland Real Estate Investment Corporation. He oversees and coordinates the marketing of all investments and investor relations.

Prior to joining Inland, Mr. Parks was a school teacher in Chicago's public schools. He received his B.A. Degree from Northeastern Illinois University and his M.A. Degree from the University of Chicago. He is a registered Direct Participation Program Limited Principal with the National Association of Securities Dealers, Inc. He is also a member of the Real Estate Investment Association, the Financial Planning Association, the Foundation for Financial Planning, as well as a member of the National Association of Real Estate Investments Trusts, Inc.

    BRENDA G. GUJRAL (age 61) is President and Chief Operating Officer and a director of Inland Real Estate Investment Corporation (IREIC). She is also President and Chief Operating Officer and a director of Inland Securities Corporation (ISC), a member firm of the National Association of Securities Dealers (NASD). Mrs. Gujral is also a director of Inland Investment Advisors, Inc., an investment advisor.

Mrs. Gujral has overall responsibility for the operations of IREIC, including the distribution of checks to over 50,000 investors, review of periodic communications to those investors, the filing of quarterly and annual reports for Inland's publicly registered investment programs with the Securities and Exchange Commission, compliance with other SEC and NASD securities regulations both for IREIC and ISC, review of asset management activities, and marketing and communications with the independent broker/dealer firms selling Inland's current and prior programs. Mrs. Gujral works with internal and outside legal counsel in structuring and registering the prospectuses for IREIC's investment programs and in connection with the preparation of its offering documents and registering the related securities with the Securities and Exchange Commission and state securities commissions.

Mrs. Gujral has been with the Inland organization for 22 years, becoming an officer in 1982. Prior to joining Inland, she worked for the Land Use Planning Commission establishing an office in Portland, Oregon, to implement land use legislation for that state.

She is a graduate of California State University. She holds Series 7, 22, 39 and 63 licenses from the NASD. Mrs. Gujral is a member of the National Association of Real Estate Investment Trusts (NAREIT), the Financial Planning Association (FPA), the Foundation for Financial Planning (FFP) and the National Association for Female Executives.

    CATHERINE L. LYNCH (age 44) joined Inland in 1989 and is the Treasurer of Inland Real Estate Investment Corporation. Ms. Lynch is responsible for managing the Corporate Accounting Department. Prior to joining Inland, Ms. Lynch worked in the field of public accounting for KPMG Peat Marwick since 1980. She received her B.S. Degree in Accounting from Illinois State University. Ms. Lynch is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and the Illinois CPA Society. She is registered with the National Association of Securities Dealers as a Financial Operations Principal.





-33-


    ROBERTA S. MATLIN (age 58) joined Inland in 1984 as Director of Investor Administration and currently serves as Senior Vice President of Inland Real Estate Investment Corporation ("IREIC") directing the day-today internal operations. Ms. Matlin is a Director of IREIC and of Inland Securities Corporation. Since 1998 she has been Vice President of Administration of Inland Retail Real Estate Trust, Inc. and was Vice President of Administration of Inland Real Corporation from 1995 until 2000. She is President and Director of Inland Investment Advisors, Inc. and Intervest Southern Real Estate Corporation, and a Trustee and Executive Vice President of Inland Mutual Fund Trust.

Prior to joining Inland, Ms. Matlin worked for the Chicago Region of the Social Security Administration of the Untied States Department of Health and Human Services.

Ms. Matlin is a graduate of the University of Illinois. She holds Series 7,22,24,39,63, and 65 licenses from the National Association of Securities Dealers.

    PATRICIA A. DELROSSO (age 50) joined Inland in 1985. Ms. DelRosso serves as Senior Vice President of Inland Real Estate Investment Corporation in the area of Asset Management. As head of the Asset Management Department, she develops operating and disposition strategies for all investment-owned properties. Ms. DelRosso also serves as President of the newly formed Inland Real Estate Exchange Corporation. In this capacity, she develops, implements and evaluates business plans for tenant-in-common and customized 1031 tax-deferred exchange replacement property offerings. Ms. DelRosso received her Bachelor's degree from George Washington University and her Master's from Virginia Tech University. Ms. DelRosso is a licensed real estate broker, NASD registered securities sales representative, a member of the Urban Land Institute and a member of the Northern Illinois Commercial Association of Realtors.

    KELLY TUCEK (age 40) joined Inland in 1989 and is an Assistant Vice President of Inland Real Estate Investment Corporation. As of August 1996, Ms. Tucek is responsible for the Investment Accounting Department which includes all public partnership accounting functions along with quarterly and annual SEC filings. Prior to joining Inland, Ms. Tucek was on the audit staff of Coopers and Lybrand since 1984. She received her B.A. Degree in Accounting and Computer Science from North Central College.


















-34-


Item 11. Executive Compensation

Our general partner is entitled to receive a share of cash distributions of net sales proceeds based upon both an aggregate overall return to the limited partners and a separate return with respect to each parcel of land purchased by us as described under the caption "Cash Distributions" and a share of profits or losses as described under the caption "Allocation of Profits or Losses" at page 38 of the prospectus, and at pages A-6 to A-9 of the partnership agreement, included as an exhibit to the prospectus, a copy of which descriptions is incorporated herein by reference.

We are permitted to engage in various transactions involving affiliates of our general partner, as described under the captions "Compensation and Fees" at pages 7-9 and "Conflicts of Interest" at pages 9-11 of the prospectus, and at pages A-10 through A-19 of the partnership agreement, included as an exhibit to the prospectus, a copy of which is incorporated herein by reference. The relationship of the general partner (and its directors and officers) to its affiliates is set forth above in Item 10.

Our general partner and it's affiliates may be reimbursed for their expenses or out-of-pocket costs relating to the our administration. For the year ended December 31, 2002, such costs were $52,890, of which $6,242 was unpaid as of December 31, 2002.

Our general partner was entitled to receive an asset management fee equal to one-quarter of 1% of our original cost of undeveloped land annually, limited to a cumulative total over the life of our partnership of 2% of the land's original cost to us. As of June 30, 1998, we had met this limit.

An affiliate of the general partner performed marketing and advertising services for us and was reimbursed (as set forth under terms of the partnership agreement) for direct costs. For the year ended December 31, 2002, we incurred $16,346 of such costs, of which $10,905 was unpaid as of December 31, 2002.

An affiliate of the general partner performed property upgrades, rezoning, annexation and other activities to prepare our land investments for sale and was reimbursed (as set forth under terms of the partnership agreement) for salaries and direct costs. For the year ended December 31, 2002, we incurred $436,459 of such costs, all of which was paid and included in the investments in land and improvements. As of December 31, 2002, notes payable to an affiliate totaled $5,620,984. For the year ended December 31, 2002, interest of $289,338 was capitalized.














-35-


Item 12. Security Ownership of Certain Beneficial Owners and Management

  1. No person or group is known by us to own beneficially more than 5% of the outstanding units of our partnership
  2. The officers and directors of our general partner own as a group the following units of our partnership:
  3.  

    Amount and Nature

     
     

    of Beneficial

    Percent

    Title of Class

    Ownership

    of Class

         

    Limited partnership units

    314 Units directly

    1%

         

    No officer or director of our general partner possesses a right to acquire beneficial ownership of units of our partnership.

    All of the outstanding shares of our general partner are owned by an affiliate or its officers and directors as set forth above in Item 10.

  4. There exists no arrangement, known to us, the operation of which may at a subsequent date result in a change in our control.

Item 13. Certain Relationships and Related Transactions

There were no significant transactions or business relationships with the general partner, affiliates or their management other than those described in Items 10 and 11 above. Reference is made to Note 3 of the Notes to Financial Statements (Item 8 of this Annual Report) for information regarding related party transactions.

Item 14: Controls and Procedures

Within 90 days prior to the filing date of this report, the general partner conducted, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information that is required to be disclosed in the periodic reports that we must file with the Securities and Exchange Commission.

There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.








-36-


PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

  1. The financial statements listed in the index at page 12 of this annual report are filed as part of this annual report.
  2. Exhibits. The following exhibits are incorporated herein by reference:
  3. 3  Restated Certificate of Limited Partnership and amended and restated Agreement of Limited Partnership, included as Exhibits A and B of the Prospectus dated October 12, 1988 as supplemented, are incorporated herein by reference thereto.

    4  Form of Certificate of Ownership representing interests in the registrant filed as Exhibits 4(a) and 4(b) to Registration Statement on Form S-11, File No. 33-18607, is incorporated herein by reference thereto.

    28 Prospectus, to Form S-11 Registration Statement, File No. 33-18607, as filed with Securities Exchange Commission on October 12, 1988, as supplemented to date, is incorporated herein by reference thereto.

    99.1 Section 906 Certification by the Principal Executive Officer.

    99.2 Section 906 Certificate by the Principal Financial Officer.

  4. Financial Statement Schedules.
  5. All schedules have been omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.

     

  6. Reports on Form 8-K:

None.

 

No annual report or proxy material for the year 2002 has been sent to our limited partners. An annual report will be sent to the limited partners subsequent to this filing and we will furnish copies of such report to the commission when it is sent to the limited partners.











-37-


SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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.

Inland Real Estate Investment Corporation

General Partner

   

/s/

Brenda G. Gujral

   

By:

Brenda G. Gujral

President and Director

Date:

March 25, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

By:

Inland Real Estate Investment Corporation

General Partner

   

/s/

Brenda G. Gujral

   

By:

Brenda G. Gujral

President and Director

Date:

March 25, 2003

   

/s/

Patricia A. DelRosso

   

By:

Patricia A. DelRosso

Senior Vice President

Date:

March 25, 2003

   

/s/

Kelly Tucek

   

By:

Kelly Tucek

Assistant Vice President

Date:

March 25, 2003

   

/s/

Robert D. Parks

   

By:

Robert D. Parks

Chairman

Date:

March 25, 2003

   

/s/

Daniel L. Goodwin

   

By:

Daniel L. Goodwin

Director

Date:

March 25, 2003

   

-38-


Section 302 CERTIFICATION

I, Brenda G. Gujral, President, certify that:

    1. I have reviewed this annual report on Form 10-K of Inland Land Appreciation Fund, L.P.;
    2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
    3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.
    4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
      1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
      2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
      3. presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
    5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
      1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
      2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
    6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
    7. By: Inland Real Estate Investment Corporation

      General Partner

      /S/ Brenda G. Gujral                                   

      Name: Brenda G. Gujral

      Title: President of the General Partner and

      Principal Executive Officer of Inland Land Appreciation Fund, L.P

      Date: March 25, 2003

      -39-


       

      Section 302 CERTIFICATION

      I, Kelly Tucek, Assistant Vice President, certify that:

    8. I have reviewed this annual report on Form 10-K of Inland Land Appreciation Fund, L.P.;
    9. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
    10. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.
    11. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
      1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
      2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
      3. presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
    12. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
      1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
      2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
    13. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


By: Inland Real Estate Investment Corporation

General Partner

/S/ Kelly Tucek                                   

Name: Kelly Tucek

Title: Assistant Vice President of the General Partner and

Principal Executive Officer of Inland Land Appreciation Fund, L.P

Date: March 25, 2003

-40-