<PAGE> 1
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 JUNE 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 July 10, 1996
Page 1 of 9 Sequentially Numbered Pages
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INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS
AS OF JUNE 30, 1996 AND DECEMBER 31, 1995
<TABLE>
<CAPTION>
June 30,
1996 December 31,
(Unaudited) 1995
----------- ------------
<S> <C> <C>
ASSETS:
Land Held for Sale $4,261,551 $4,261,551
Cash and Cash Equivalents 312 1,140
Other Assets 1,330 1,330
---------- ----------
$4,263,193 $4,264,021
========== ==========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT):
Accrued Liabilities 82,822 76,639
Note Payable 18,000 10,000
---------- ----------
100,822 86,639
---------- ----------
Class A Limited Partners' Interest 4,162,375 4,177,384
Subordinated Limited Partners' Interest 88 88
General Partners' Interest (92) (90)
---------- ----------
4,162,371 4,177,382
---------- ----------
$4,263,193 $4,264,021
========== ==========
</TABLE>
See Notes to Condensed Financial Statements
2
<PAGE> 3
INTERSTATE LAND INVEBSTORS I LIMITED PARTNERSHIP
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Three Six Six
Months Months Months Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
--------- -------- -------- --------
<S> <C> <C> <C> <C>
INCOME:
Interest Income $ 15 $ 1 $ 41 $ 14
------- ------- -------- --------
15 1 41 14
EXPENSES:
Property Taxes 0 356 0 712
Professional and Legal Fees 6,019 2,653 13,413 12,740
General and Administrative Costs 47 250 706 266
Interest Expense 465 47 933 47
------- ------- -------- --------
Total Expenses 6,531 3,306 15,052 13,765
------- ------- -------- --------
NET LOSS ($6,516) ($3,305) ($15,011) ($13,751)
======= ======= ======== ========
NET LOSS ALLOCATION:
General Partners (1) (0) (2) (1)
Class A Limited Partners (6,515) (3,305) (15,009) (13,750)
------- ------- -------- --------
Total Net Loss
Allocated to Partners ($6,516) ($3,305) ($15,011) ($13,751)
======= ======= ======== ========
CLASS A LIMITED PARTNERSHIP
UNITS OUTSTANDING 5,100 5,100 5,100 5,100
------- ------- -------- --------
NET LOSS PER CLASS A
LIMITED PARTNERSHIP UNIT ($1.28) ($0.65) ($2.94) ($2.70)
======= ======= ======== ========
</TABLE>
See Notes to Condensed Financial Statements
3
<PAGE> 4
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
CONDENSED STATEMENT OF PARTNERS' EQUITY (DEFICIT)
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
Subordinated
General Limited Limited
Partners Partners Partner Total
---------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Partners' Equity (Deficit)
at December 31, 1994 ($90) $4,177,384 $ 88 $4,177,382
Net Loss for the Six Months
Ended June 30, 1995 (1) (13,750) 0 (13,751)
------- ---------- -------- ----------
PARTNERS' EQUITY (DEFICIT)
AT JUNE 30, 1995 ($91) $4,163,634 $ 88 $4,163,631
======= ========== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
Subordinated
General Limited Limited
Partners Partners Partner Total
---------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Partners' Equity (Deficit)
at December 31, 1995 ($90) $4,177,384 $ 88 $4,177,382
Net Loss for the Six Months
Ended June 30, 1996 (2) (15,009) 0 (15,011)
------- ---------- -------- ----------
PARTNERS' EQUITY (DEFICIT)
AT JUNE 30, 1996 ($92) $4,162,375 $ 88 $4,162,371
======= ========== ======== ==========
</TABLE>
See Notes to Condensed Financial Statements
4
<PAGE> 5
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, June 30,
1996 1995
(Unaudited) (Unaudited)
----------- -----------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss $ (15,011) $ (13,751)
Adjustments to reconcile net loss to
net cash used for operations:
Increase in Property Taxes Payable 0 712
Increase in Accrued Liabilities 6,183 5,297
--------- ---------
Net Cash Used for Operating Activities (8,828) (7,742)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in Note Payable 8,000 7,000
--------- ---------
Net Cash Provided by Financing Activities 8,000 7,000
Decrease in Cash and Cash Equivalents (828) (742)
--------- ---------
Cash and Cash Equivalents at Beginning of period 1,140 1,858
--------- ---------
Cash and Cash Equivalents at End of Period $ 312 $ 1,116
========= =========
</TABLE>
See Notes to Condensed Financial Statements
5
<PAGE> 6
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 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 six month period
ended June 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 July 10, 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 July 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 $5,250 during the six month
periods ended June 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 June 30, 1996, the Registrant had $312 on hand in the form of
cash and cash equivalents. On May 22, 1995, the Partnership entered into an
agreement with ISCR to advance funds to the Partnership up to $50,000. The
advances accrue interest at the rate of prime plus 2% and will only be repaid
to ISC Realty upon the sale of the property in accordance with Section 8.2 of
the Agreement of Limited Partnership. 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
SIX MONTHS ENDED JUNE 30, 1996 AS COMPARED TO SIX MONTHS ENDED JUNE 30, 1995
The Registrant reported a net loss for the six months ended June 30,
1996 of $15,011 as compared to a net loss of $13,751 for the same period in
1995.
The Registrant reported operating expenses of $15,052 for the six
months ended June 30, 1996 as compared to $13,765 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 $712 for the six month period ended June 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 JUNE 30, 1996 AS COMPARED TO THE THREE MONTHS ENDED
JUNE 30, 199
The Registrant reported a net loss of $6,516 for the three months ended
June 30, 1996 as compared to a net loss of $3,305 for the same period in 1995.
Professional and legal fees increased approximately $3,300 for the
three months ended June 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.
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 six months ended June 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: August 13, 1996
-------------------
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INTERIM
FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 312
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 312
<PP&E> 4,261,551
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,263,193
<CURRENT-LIABILITIES> 82,822
<BONDS> 18,000
0
0
<COMMON> 0
<OTHER-SE> 4,162,371
<TOTAL-LIABILITY-AND-EQUITY> 4,263,193
<SALES> 0
<TOTAL-REVENUES> 41
<CGS> 0
<TOTAL-COSTS> 14,119
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 933
<INCOME-PRETAX> (15,011)
<INCOME-TAX> 0
<INCOME-CONTINUING> (15,011)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (15,011)
<EPS-PRIMARY> (2.94)
<EPS-DILUTED> (2.94)
</TABLE>
