<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 JUNE 30, 1997
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 31, 1997
Page 1 of 9 Sequentially Numbered Pages
<PAGE> 2
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS
AS OF JUNE 30, 1997, AND DECEMBER 31, 1996
<TABLE>
<CAPTION>
June 30,
1997 December 31,
(Unaudited) 1996
----------- -----------
<S> <C> <C>
ASSETS:
Land Held for Sale $ 4,261,551 $ 4,261,551
Cash and Cash Equivalents 3,484 234
Other Assets 1,059 1,059
----------- -----------
$ 4,266,094 $ 4,262,844
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT):
Accrued Liabilities 95,783 89,045
Note Payable 37,137 23,637
----------- -----------
132,920 112,682
----------- -----------
Class A Limited Partners' Interest 4,133,182 4,150,168
Subordinated Limited Partners' Interest 87 87
General Partners' Interest (95) (93)
----------- -----------
4,133,174 4,150,162
----------- -----------
$ 4,266,094 $ 4,262,844
=========== ===========
</TABLE>
See Notes to Condensed Financial Statements
2
<PAGE> 3
INTERSTATE LAND INVESTORS 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,
1997 1996 1997 1996
------- ------- -------- --------
<S> <C> <C> <C> <C>
INCOME:
Interest Income $ 52 $ 15 $ 80 $ 41
------- ------- -------- --------
52 15 80 41
EXPENSES:
Property Taxes 28 28 57 57
Insurance Expense 114 114 228 228
Professional and Legal Fees 5,724 5,905 14,045 13,185
General and Administrative Costs 1,080 19 1,080 649
Interest Expense 938 465 1,658 933
------- ------- -------- --------
Total Expenses 7,884 6,531 17,068 15,052
------- ------- -------- --------
NET LOSS ($7,832) ($6,516) ($16,988) ($15,011)
======= ======= ======== ========
NET LOSS ALLOCATION:
General Partners (1) (1) (2) (2)
Class A Limited Partners (7,831) (6,515) (16,986) (15,009)
------- ------- -------- --------
Total Net Loss
Allocated to Partners ($7,832) ($6,516) ($16,988) ($15,011)
======= ======= ======== ========
CLASS A LIMITED PARTNERSHIP
UNITS OUTSTANDING 5,100 5,100 5,100 5,100
------- ------- -------- --------
NET LOSS PER CLASS A
LIMITED PARTNERSHIP UNIT ($ 1.54) ($ 1.28) ($ 3.33) ($ 2.94)
======= ======= ======== ========
</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, 1997, AND 1996
(Unaudited)
<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
==== =========== === ===========
Subordinated
General Limited Limited
Partners Partners Partner Total
-------- -------- ------- -----
Partners' Equity (Deficit)
at December 31, 1996 ($93) $ 4,150,168 $87 $ 4,150,162
Net Loss for the Six Months
Ended June 30, 1997 (2) (16,986) 0 (16,988)
---- ----------- --- -----------
PARTNERS' EQUITY (DEFICIT)
AT JUNE 30, 1997 ($95) $ 4,133,182 $87 $ 4,133,174
==== =========== === ===========
</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, 1997, AND 1996
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, June 30,
1997 1996
(Unaudited) (Unaudited)
----------- -----------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss ($16,988) ($15,011)
Adjustments to reconcile net loss to net cash used for operations:
Increase in Accrued Liabilities 6,738 6,183
-------- --------
Net Cash Used for Operating Activities (10,250) (8,828)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in Note Payable 13,500 8,000
-------- --------
Net Cash Provided by Financing Activities 13,500 8,000
Decrease in Cash and Cash Equivalents 3,250 (828)
-------- --------
Cash and Cash Equivalents at Beginning of period 234 1,140
-------- --------
Cash and Cash Equivalents at End of Period $ 3,484 $ 312
======== ========
</TABLE>
See Notes to Condensed Financial Statements
5
<PAGE> 6
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 1997
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, 1997, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1997.
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 31, 1997, there were 523 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, 1997, 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, 1997, and 1996 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, 1997, the Registrant had $3,484 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, 1997, AS COMPARED TO SIX MONTHS ENDED JUNE 30, 1996
The Registrant reported a net loss for the six months ended June 30, 1997, of
$16,988 as compared to a net loss of $15,011 for the same period in 1996.
The Registrant reported operating expenses of $17,068 for the six months ended
June 30, 1997, as compared to $15,052 for the same period in 1996. The increase
in operating expenses is primarily the result of increased interest expense due
to greater borrowings as well as higher charges for investor processing
services.
THREE MONTHS ENDED JUNE 30, 1997, AS COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1996
The Registrant reported a net loss of $7,832 for the three months ended June 30,
1997, as compared to a net loss of $6,516 for the same period in 1996.
General and administrative expense increased $1,061 for the three months ended
June 30, 1997, as compared to the same period in 1996 due to a difference in the
timing of the payment of costs related to required SEC filings for the
Registrant.
7
<PAGE> 8
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In May, 1996, the Partnership filed a Complaint in the General Court of
Justice, Superior Court Division against William Garith Allen, a General
Partner, seeking damages for Mr. Allen's failure to purchase the Property at the
Put Price. The Partnership is seeking damages equal to the difference between
the current value of the Property and the Put Price. The lawsuit is in the
preliminary discovery stage. Mr. Allen has not asserted any claims against the
Partnership and the Partnership believes that its claims against Mr. Allen have
merit. Mr. Allen has asserted that he is insolvent and will be unable to satisfy
any award that the Partnership may recover. The Partnership is investigating
that assertion and will continue to evaluate the claim and the likelihood of any
recovery based upon the information received from Mr. Allen.
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
EX 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, 1997.
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, 1997
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 SIX MONTHS ENDED
JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 3,484
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,484
<PP&E> 4,261,551
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,266,094
<CURRENT-LIABILITIES> 132,920
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4,133,174
<TOTAL-LIABILITY-AND-EQUITY> 4,266,094
<SALES> 0
<TOTAL-REVENUES> 80
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 15,410
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,658
<INCOME-PRETAX> (16,988)
<INCOME-TAX> 0
<INCOME-CONTINUING> (16,988)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (16,988)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
