<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 MARCH 31, 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.)
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 April 30, 1998
Page 1 of 9 Sequentially Numbered Pages
<PAGE> 2
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS
AS OF MARCH 31, 1998, AND DECEMBER 31, 1997
<TABLE>
<CAPTION>
March 31,
1998 December 31,
(Unaudited) 1997
----------- ------------
<S> <C> <C>
ASSETS:
Land Held for Sale $ 4,261,551 $ 4,261,551
Cash and Cash Equivalents 0 953
Other Assets 1,059 1,059
----------- -----------
$ 4,262,610 $ 4,263,563
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT):
Checks Written in Excess of Recorded Bank Balance $ 481 $ 0
Note Payable 44,637 37,137
Accrued Liabilities 103,854 102,852
----------- -----------
148,972 139,989
----------- -----------
Class A Limited Partners' Interest 4,113,649 4,123,584
Subordinated Limited Partners' Interest 86 86
General Partners' Interest (97) (96)
----------- -----------
4,113,638 4,123,574
----------- -----------
$ 4,262,610 $ 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
Months Months
Ended Ended
March 31, March 31,
1998 1997
--------- ---------
<S> <C> <C>
INCOME:
Interest Income $ 34 $ 28
------- -------
34 28
EXPENSES:
Interest Expense $ 971 $ 720
Property Tax Expense 29 29
Insurance Expense 0 114
Professional and Legal Fees 8,146 7,330
General and Administrative Costs 824 991
------- -------
Total Expenses 9,970 9,184
------- -------
NET LOSS ($9,936) ($9,156)
======= =======
NET LOSS ALLOCATION:
General Partners (1) (1)
Class A Limited Partners (9,935) (9,155)
------- -------
Total Net Loss
Allocated to Partners ($9,936) ($9,156)
======= =======
CLASS A LIMITED PARTNERSHIP
UNITS OUTSTANDING 5,100 5,100
------- -------
NET LOSS PER CLASS A
LIMITED PARTNERSHIP UNIT ($ 1.95) ($ 1.80)
======= =======
</TABLE>
See Notes to Condensed Financial Statements
3
<PAGE> 4
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
CONDENSED STATEMENT OF PARTNERS' EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 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 Loss for the Three Months
Ended March 31, 1997 (1) (9,935) 0 (9,936)
------- ----------- ------ -----------
PARTNERS' EQUITY (DEFICIT)
AT MARCH 31, 1997 ($ 94) $ 4,140,233 $ 87 $ 4,140,226
======= =========== ====== ===========
</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 Loss for the Three Months
Ended March 31, 1998 (1) (9,935) 0 (9,936)
------- ----------- ------ -----------
PARTNERS' EQUITY (DEFICIT)
AT MARCH 31, 1998 ($ 97) $ 4,113,649 $ 86 $ 4,113,638
======= =========== ====== ===========
</TABLE>
See Notes to Condensed Financial Statements
4
<PAGE> 5
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
CONDENSED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, March 31,
1998 1997
(Unaudited) (Unaudited)
------------ ------------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss ($9,936) ($9,156)
Adjustments to reconcile net loss to
net cash provided by (used for) operations:
Increase in Accrued Liabilities 1,002 3,487
------- -------
Net Cash Used for Operating Activities (8,934) (5,669)
CASH FLOW FROM FINANCING ACTIVITIES:
Increase in Note Payable 7,500 3,500
------- -------
Net Cash Provided by Financing Activities 7,500 3,500
Increase (Decrease) in Cash and Cash Equivalents (1,434) (2,169)
------- -------
Cash and Cash Equivalents at Beginning of period 953 234
------- -------
Cash and Cash Equivalents at End of Period ($ 481) ($1,935)
======= =======
</TABLE>
See Notes to Condensed Financial Statements
5
<PAGE> 6
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
Notes To Condensed Financial Statements (Unaudited)
March 31, 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 three month period ended March 31, 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 April 30, 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 April 30, 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 March 31, 1998, the Registrant had checks written in excess of recorded
bank balance of $481. To cover cash needs and meet the operating expenses of the
partnership, the Registrant has executed a note payable to a General Partner in
the amount of $50,000 which will be drawn down as funding for working capital is
needed. The note will accrue interest at the rate of prime plus two percent and
will extend through the term of the partnership, due upon the sale of the
Property.
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 loss of $9,907 for the three months
ended March 31, 1998, as compared to $9,156 for the three months ended March 31,
1997. The increase in net loss is due to the following:
Professional and legal fees increased from $7.330 to $8,146, or 11.1%
in 1998. This increase was the result of studies performed to evaluate the
current market conditions in the area of the property. Interest expense
increased by $251 due to greater balances outstanding on the note payable. All
other expenses were roughly in line with 1997 first quarter results.
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. 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. A
settlement agreement with Allen has been negotiated, subject to limited partner
approval. The settlement provides for a $500,000 payment to the Partnership and
an assignment of the Partnership's claim against Allen. Limited partner
approval will be solicited within the next 45 days.
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 three months ended
March 31, 1998.
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
(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: MAY 11, 1998
--------------------
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 THREE MONTHS ENDED
MARCH 31, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 4,261,551
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,262,610
<CURRENT-LIABILITIES> 148,972
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4,113,638
<TOTAL-LIABILITY-AND-EQUITY> 4,262,610
<SALES> 0
<TOTAL-REVENUES> 34
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,999
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 971
<INCOME-PRETAX> (9,936)
<INCOME-TAX> 0
<INCOME-CONTINUING> (9,936)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,936)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
