<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
or
[ ] Transition Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
For Quarterly Period Ended SEPTEMBER 30, 1996
Commission file number 33-22420-A
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its charter)
NORTH CAROLINA 56-1610635
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
INTERSTATE TOWER P. O. BOX 1012
CHARLOTTE, NC 28201-1012
(Address of principal executive offices)
(Zip Code)
(704) 379-9164
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant has (1) filed all reports
required to be filed required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve 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 the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
5,100 limited partnership units outstanding at November 8, 1996
Page 1 of 9 Sequentially Numbered Pages
<PAGE> 2
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
Condensed Balance Sheets
As of September 30, 1996 and December 31, 1995
<TABLE>
<CAPTION>
September 30,
1996 December 31,
(Unaudited) 1995
------------- ------------
<S> <C> <C>
ASSETS:
Land Held for Sale $4,261,551 $4,261,551
Cash and Cash Equivalents (137) 1,140
Other Assets 1,330 1,330
---------- ----------
$4,262,744 $4,264,021
========== ==========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT):
Accrued Liabilities 86,057 76,639
Note Payable 20,000 10,000
---------- ----------
$ 106,057 $ 86,639
---------- ----------
Class A Limited Partners' Interest 4,156,691 4,177,384
Subordinated Limited Partners' Interest 88 88
General Partners' Interest (92) (90)
---------- ----------
4,156,687 4,177,382
---------- ----------
$4,262,744 $4,264,021
========== ==========
</TABLE>
See attached notes to the condensed financial statements
2
<PAGE> 3
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
Condensed Statement of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Three Nine Nine
Months Months Months Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
1996 1995 1996 1995
------------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
INCOME:
Interest Income $ 7 $ 14 $ 48 $ 28
------- ------- -------- --------
7 14 48 28
EXPENSES:
Property Taxes 28 356 86 1,068
Professional and Legal Fees 3,283 4,454 16,696 17,194
Interest expense 523 219 1,456 266
General and Administrative Costs 1,344 455 2,505 721
------- ------- -------- --------
Total Expenses 5,178 5,484 20,743 19,249
------- ------- -------- --------
NET LOSS $(5,171) $(5,470) $(20,695) $(19,221)
======= ======= ======== ========
NET LOSS ALLOCATION:
General Partners ($1) ($1) ($2) ($2)
Class A Limited Partners (5,170) (5,469) (20,693) (19,219)
------- ------- -------- --------
Total Net Loss
Allocated to Partners (5,171) (5,470) (20,695) (19,221)
======= ======= ======== ========
CLASS A LIMITED PARTNERSHIP
UNITS OUTSTANDING 5,100 5,100 5,100 5,100
======= ======= ======== ========
NET LOSS PER CLASS A
LIMITED PARTNERSHIP UNIT $ (1.01) $ (1.07) $ (4.06) $ (3.77)
======= ======= ======== ========
</TABLE>
See attached notes to the condensed financial statements
3
<PAGE> 4
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
Condensed Statement of Partners' Equity (Deficit)
For the Nine Months ended September 30, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
Subordinated
General Limited Limited Limited
Partners Partners Partner Total
-------- -------- ------------ -------
<S> <C> <C> <C> <C>
Partners' Equity (Deficit)
at December 31, 1994 $(88) $4,199,114 $89 $4,199,115
Net Loss for the Nine Months
Ended September 30, 1995 (2) (19,219) 0 (19,221)
---- ---------- --- ----------
PARTNERS' EQUITY (DEFICIT)
AT SEPTEMBER 30, 1995 $(90) $4,179,895 $89 $4,179,894
==== ========== === ==========
Partners' Equity (Deficit)
at December 31, 1995 $(90) $4,177,384 $88 $4,177,382
Net Loss for the Nine Months
Ended September 30, 1996 (2) (20,693) 0 (20,695)
---- ---------- --- ----------
PARTNERS' EQUITY (DEFICIT)
AT SEPTEMBER 30, 1996 $(92) $4,156,691 $88 $4,156,687
==== ========== === ==========
</TABLE>
See attached notes to the condensed financial sttemens
4
<PAGE> 5
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
Condensed Statements of Cash Flows
For the Nine Months ended September 30, 1996 and 1995
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, September 30,
1996 1995
(Unaudited) (Unaudited)
----------- -----------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss $(20,695) $(19,221)
Adjustments to reconcile net loss to
net cash used for operations:
Increase (Decrease) in Property Taxes Payable 86 1,068
Increase in Accrued Liabilities 9,332 8,141
-------- --------
9,418 9,209
Net Cash used for Operating Activities (11,277) (10,012)
-------- --------
CASH FLOW FROM FINANCING ACTIVITIES:
Increase in Note Payable 10,000 9,000
-------- --------
Net Cash Provided by Financing Activities 10,000 9,000
-------- --------
Decrease in Cash and Cash Equivalents (1,277) (1,012)
Cash and Cash Equivalents at Beginning of Period 1,140 1,858
-------- --------
Cash and Cash Equivalents at End of Period $ (137) $ 846
======== ========
</TABLE>
See attached notes to the condensed financial statements
5
<PAGE> 6
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1996
1. BASIS OF PRESENTATION:
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the nine month period ended September 30, 1996, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1996.
2. ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES:
Interstate Land Investors I Limited Partnership (the "Partnership" or
"Registrant") is a North Carolina limited partnership. The Partnership filed a
registration statement in 1988 and offered the sale of the limited partnership
interests to persons who were admitted as limited partners. The offering
became effective September 7, 1988, and was terminated September 30, 1988.
Capital Contributions of $100 were received from the general partners and
$5,100,000 from the limited partners. The limited partnership interests were
sold in $1,000 units. On October 31, 1996, there were 520 unit holders of
record. The Partnership's business now consists of holding for investment,
disposing, and otherwise dealing in 97 acres of undeveloped land (the
"Property") located in York County, South Carolina. As of October 31, 1996,
the Partnership held all 97 acres of the Property.
Until January 1, 1992, the Managing General Partner was Performance
Investments, Inc. (PII), which is 100% owned by Mr. William Garith Allen and a
family member. Mr. Allen and ISC Realty Corporation (ISCR) are also General
Partners in the Partnership and effective January 1, 1993 assumed the role of
co-managing general partners. Interstate Development Associates (IDA) is
holder of the Subordinated Limited Partner interest, which may be assigned by
IDA to any of its affiliates at any time. Mr. Allen is a 50% general partner
in IDA.
3. RELATED PARTY TRANSACTIONS:
The Partnership incurred expenses of $7,875 during the nine month periods ended
September 30, 1996 and 1995, for services rendered by ISCR in connection with
certain administrative functions of the Partnership. Since payment of these
fees is deferred, the fees are included in accrued liabilities in the
accompanying balance sheets.
6
<PAGE> 7
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
1. LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1996, the Registrant had an overdraft balance of $137. On
May 22, 1995, the Partnership entered into an agreement with ISCR to advance
funds to the Partnership up to $50,000. As of September 30, 1996, $20,000 had
been advanced from ISCR to the Partnership. It is anticipated that future
deficits at the Partnership will be funded from ISCR in the same manner. Under
the Partnership Agreement, the General Partner shall lend funds to the
Partnership as and when necessary sufficient to pay expenses of the Partnership
where the Working Capital Reserve is inadequate to cover payment of such
expenses. Any such loans by the General Partners will be repaid out of the
first available funds of the Partnership with interest at the Prime Rate plus
2%. Until the Registrant disposes of its approximately 96.74 acre tract of
land located in York County, South Carolina, its only sources of additional
capital are loans and advances.
2. RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1996, AS COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1995
The Registrant reported a net loss for the nine months ended September 30,
1996, of $20,695 as compared to a net loss of $19,221 for the same period in
1995.
The Registrant reported operating expenses of $20,743 for the nine months ended
September 30, 1996, as compared to $19,249 for the same period in 1995. The
increase in operating expenses is primarily the result of an increase in
interest expense and higher charges for investor processing services. Property
tax expense decreased $982 for the nine month period ended September 30, 1996,
as compared to the same period in 1995 as a result of the property tax
exemption filed in 1993 with the York County Assessors office.
THREE MONTHS ENDED SEPTEMBER 30, 1996, AS COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1995
The Registrant reported a net loss of $5,171 for the three months ended
September 30, 1996, as compared to a net loss of $5,470 for the same period in
1995.
Professional and legal fees decreased approximately $1,171 for the three months
ended September 30, 1996, as compared to the same period in 1995 due to a
difference in the timing of the payment of the 1996 audit and tax return costs.
7
<PAGE> 8
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Partnership filed a complaint on May 24, 1996, against Mr. Allen
for failure to purchase the property at the "Put Price". The outcome of the
action is indeterminable at this time. The Partnership is seeking damages as
determined by the court for breach of contract. Mr. Allen has answered the
complaints and generally denied liability.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the nine months ended September 30,
1996.
8
<PAGE> 9
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
SIGNATURE
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.
INTERSTATE LAND INVESTORS I
LIMITED PARTNERSHIP
By: ISC Realty Corporation,
As Principal Executive Officer,
Principal Financial Officer, and
Principal Accounting Officer of the
Registrant
By: /s/ J. Christopher Boone
-----------------------------------
J. Christopher Boone
President
Dated: November 14, 1996
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF INTERSTATE LAND INVESTORS I FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> (137)
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> (137)
<PP&E> 4,261,551
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,262,744
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4,156,687
<TOTAL-LIABILITY-AND-EQUITY> 4,262,744
<SALES> 0
<TOTAL-REVENUES> 48
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 19,287
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,456
<INCOME-PRETAX> (20,695)
<INCOME-TAX> 0
<INCOME-CONTINUING> (20,695)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (20,695)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
