<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, 1998
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.)
IJL Financial Center, 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 August 10, 1998
Page 1 of 8 Sequentially Numbered Pages
<PAGE> 2
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
Condensed Balance Sheets
As of June 30, 1998, and December 31, 1997
<TABLE>
<CAPTION>
June 30,
1998 December 31,
(Unaudited) 1997
----------- -----------
ASSETS:
<S> <C> <C>
Land Held for Sale $ 4,261,551 $ 4,261,551
Cash and Cash Equivalents 449,488 953
Other Assets 1,059 1,059
----------- -----------
$ 4,712,098 $ 4,263,563
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT):
Accrued Liabilities 103,968 102,852
Note Payable 0 37,137
----------- -----------
103,968 139,989
----------- -----------
Class A Limited Partners' Interest 4,608,092 4,123,584
Subordinated Limited Partners' Interest 86 86
General Partners' Interest (48) (96)
----------- -----------
4,608,130 4,123,574
----------- -----------
$ 4,712,098 $ 4,263,563
=========== ===========
</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,
1998 1997 1998 1997
-------- --------- -------- --------
<S> <C> <C> <C> <C>
INCOME:
Interest Income $ 62 $ 52 $ 102 $ 80
Other Income - Legal Settlement $500,000 $ 0 $500,000 $ 0
-------- --------- -------- --------
500,062 52 500,102 80
EXPENSES:
Property Taxes 28 28 57 57
Insurance Expense 216 114 216 228
Professional and Legal Fees 2,713 5,724 9,063 14,045
General and Administrative Costs 1,666 1,080 4,453 1,080
Interest Expense 786 938 1,757 1,658
-------- --------- -------- --------
Total Expenses 5,409 7,884 15,546 17,068
-------- --------- -------- --------
NET INCOME (LOSS) $494,653 ($ 7,832) $484,556 ($16,988)
======== ========= ======== ========
NET INCOME (LOSS) ALLOCATION:
General Partners 49 (1) 48 (2)
Class A Limited Partners 494,604 (7,831) 484,508 (16,986)
-------- --------- -------- --------
Total Net Income (Loss)
Allocated to Partners $494,653 ($ 7,832) $484,556 ($16,988)
======== ========= ======== ========
CLASS A LIMITED PARTNERSHIP
UNITS OUTSTANDING 5,100 5,100 5,100 5,100
-------- --------- -------- --------
NET INCOME (LOSS) PER CLASS A
LIMITED PARTNERSHIP UNIT $ 96.99 ($ 1.54) $ 95.01 ($ 3.33)
======== ========= ======== ========
</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, 1998, and 1997
(Unaudited)
<TABLE>
<CAPTION>
Subordinated
General Limited Limited
Partners Partners Partner Total
-------- -------- ------- -----
<S> <C> <C> <C> <C>
Partners' Equity (Deficit)
at December 31, 1996 ($93) $ 4,150,168 $87 $ 4,150,162
Net Income (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>
<TABLE>
<CAPTION>
Subordinated
General Limited Limited
Partners Partners Partner Total
-------- -------- ------- -----
<S> <C> <C> <C> <C>
Partners' Equity (Deficit)
at December 31, 1997 ($96) $4,123,584 $86 $4,123,574
Net Income (Loss) for the Six Months
Ended June 30, 1998 48 484,508 0 484,556
---- ---------- --- ----------
PARTNERS' EQUITY (DEFICIT)
AT JUNE 30, 1998 ($48) $4,608,092 $86 $4,608,130
==== ========== === ==========
</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, 1998, and 1997
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, June 30,
1998 1997
(Unaudited) (Unaudited)
----------- -----------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 484,556 ($16,988)
Adjustments to reconcile net income (loss) to
net cash provided by (used for) operations:
Increase in Accrued Liabilities 1,116 6,738
--------- --------
Net Cash Provided by (Used for) Operating Activities 485,672 (10,250)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (Decrease) in Note Payable (37,137) 13,500
--------- --------
Net Cash Used for Provided by (Used for) Financing Activities (37,137) 13,500
Increase in Cash and Cash Equivalents 448,535 3,250
--------- --------
Cash and Cash Equivalents at Beginning of period 953 234
--------- --------
Cash and Cash Equivalents at End of Period $ 449,488 $ 3,484
========= ========
</TABLE>
See Notes to Condensed Financial Statements
5
<PAGE> 6
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
Notes to Condensed Financial Statements (unaudited)
June 30, 1998
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, 1998, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1998.
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 August 10, 1998, 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 August 10, 1998, the Partnership held all 97
acres of the Property.
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results of Operations
1. Liquidity and Capital Resources
As of June 30, 1998, the Registrant had excess cash on hand in the amount of
$449,488. This amount reflects the $500,000 proceeds received from the William
Garith Allen legal settlement and the payoff of the $50,337 outstanding loan.
Approximately $160,000 will be retained for working capital and the remaining
$306,000 will be distributed to the partners by August 31, 1998.
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 the interest earned on its short-term investments.
6
<PAGE> 7
2. Results of Operations
The Partnership reported a net income $484,556 for the six months
ended June 30, 1998, as compared to the net loss of $16,988 for the six months
ended June 30, 1997. The net gain is due to the following:
The settlement of the lawsuit with William Garith Allen resulted in
$500,000 in extraordinary income. Professional and legal fees decreased from
$14,045 to $9,063 due to savings in tax and audit services. General and
administrative expenses increased from $1,080 to $4,453 as a result of studies
performed to evaluate the current market and environmental conditions in the
area of the property. All other expenses were roughly in line with 1997 second
quarter results.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Partnership has settled the claims against William Garith Allen
in exchange for assignment to a third party, a $500,000 cash payment and
relinquishment of his interests in the Partnership. The Partnership and Mr.
Allen have signed mutual releases in conjunction with this settlement.
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
7
<PAGE> 8
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, 1998.
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
(Registrant)
BY: /s/ J. Christopher Boone
--------------------------------------------
J. Christopher Boone
ISC Realty Corporation,
General Partner and Principal Executive
Officer, Principal Financial Officer of the
Registrant
DATE: August 10, 1998
8
<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, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 449,488
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 4,261,551
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,712,098
<CURRENT-LIABILITIES> 103,968
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4,608,130
<TOTAL-LIABILITY-AND-EQUITY> 4,712,098
<SALES> 0
<TOTAL-REVENUES> 500,102
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 13,789
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,757
<INCOME-PRETAX> 484,556
<INCOME-TAX> 0
<INCOME-CONTINUING> 484,556
<DISCONTINUED> 0
<EXTRAORDINARY> 500,000
<CHANGES> 0
<NET-INCOME> 484,556
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
