<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, 1999
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
201 N. TRYON ST., 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 May 13, 1999
Page 1 of 9 Sequentially Numbered Pages
<PAGE> 2
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS
AS OF MARCH 31, 1999, AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
March 31,
1999 December 31,
(Unaudited) 1998
----------- -----------
<S> <C> <C>
ASSETS:
Land Held for Sale $ 4,261,551 $ 4,261,551
Cash and Cash Equivalents 139,866 145,111
Other Assets 1,059 1,059
----------- -----------
$ 4,402,476 $ 4,407,721
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT):
Note Payable 7,084 7,084
Accrued Liabilities 107,654 107,625
----------- -----------
114,738 114,709
----------- -----------
Class A Limited Partners' Interest 4,287,688 4,292,962
Subordinated Limited Partners' Interest 98 98
General Partners' Interest (49) (48)
----------- -----------
4,287,738 4,293,012
----------- -----------
$ 4,402,476 $ 4,407,721
=========== ===========
</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,
1999 1998
----------- -----------
<S> <C> <C>
INCOME:
Interest Income $ 1,425 $ 34
----------- -----------
1,425 34
EXPENSES:
Interest Expense $ 0 $ 971
Property Tax Expense 30 29
Insurance Expense 0 0
Professional and Legal Fees 5,650 8,146
General and Administrative Costs 1,019 824
----------- -----------
Total Expenses 6,699 9,970
----------- -----------
NET LOSS $ (5,274) $ (9,936)
=========== ===========
NET LOSS ALLOCATION:
General Partners (1) (1)
Class A Limited Partners (5,273) (9,935)
----------- -----------
Total Net Loss
Allocated to Partners $ (5,274) $ (9,936)
=========== ===========
CLASS A LIMITED PARTNERSHIP
UNITS OUTSTANDING 5,100 5,100
----------- -----------
NET LOSS PER CLASS A
LIMITED PARTNERSHIP UNIT $ (1.03) $ (1.95)
=========== ===========
</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, 1999 AND 1998
(Unaudited)
<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
==== =========== === ===========
<CAPTION>
Subordinated
General Limited Limited
Partners Partners Partner Total
--------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Partners' Equity (Deficit)
at December 31, 1998 $(48) $ 4,292,962 $98 $ 4,293,012
Net Loss for the Three Months
Ended March 31, 1999 (1) (5,274) 0 (5,274)
---- ----------- --- -----------
PARTNERS' EQUITY (DEFICIT)
AT MARCH 31, 1999 $(49) $ 4,287,688 $98 $ 4,287,738
==== =========== === ===========
</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, 1999 AND 1998
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, March 31,
1999 1998
(Unaudited) (Unaudited)
------------ -------------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss $ (5,274) $ (9,936)
Adjustments to reconcile net loss to
net cash provided by (used for) operations:
Increase in Accrued Liabilities 29 1,002
----------- -----------
Net Cash Used for Operating Activities (5,245) (8,934)
CASH FLOW FROM FINANCING ACTIVITIES:
Increase (Decrease) in Note Payable 0 7,500
----------- -----------
Net Cash Provided by (Used by) Financing Activities 0 7,500
Increase (Decrease) in Cash and Cash Equivalents (5,245) (1,434)
----------- -----------
Cash and Cash Equivalents at Beginning of period 145,111 953
----------- -----------
Cash and Cash Equivalents at End of Period $ 139,866 $ (481)
=========== ===========
</TABLE>
See Notes to condensed Financial Statements
5
<PAGE> 6
INTERSTATE LAND INVESTORS I LIMITED PARTNERSHIP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 1999
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,
1999, are not necessarily indicative of the results that may be expected for the
year ending December 31, 1999.
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, 1999, 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, 1999, 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, 1999, the Registrant had excess cash on hand in the
amount of $139,866. This amount reflects the remainder that was retained for
working capital from the $500,000 proceeds received from the Wm. G. Allen legal
settlement, less the $306,000 distribution to the partners on July 31, 1998, and
the payoff of the $50,337 outstanding loan.
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 $5,274 for the three months
ended March 31, 1999, as compared to $9,936 for the same period in 1998.
Interest income increased from $34 for the three months ended March 31,
1998 to $1,425 for the same period in 1999 due to a higher cash balance on hand.
Professional and legal fees decreased from $8,146 for the three months ended
March 31, 1998 to $5,650 for the same period in 1999 as a result of the
settlement of the lawsuit against Allen. General and administrative expenses
totaled $1,019 for the three months ended March 31, 1999, as compared to $824
for the same period in 1998. This increase is due to higher database maintenance
fees paid. Interest expense decreased by $971 due to repayment of the general
partner loan.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Partnership has settled the claims against Wm. G. 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
On October 31, 1998, the Partnership entered into a listing agreement
with The Crosland Group to sell the property. The property is listed for sale at
$4,320,000 which equates to $45,000 per acre.
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, 1999.
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 13, 1999
-------------------
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 3 MONTHS ENDED MARCH
31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 139,866
<SECURITIES> 0
<RECEIVABLES> 1,059
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 140,925
<PP&E> 4,261,551
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,402,476
<CURRENT-LIABILITIES> 114,738
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4,287,738
<TOTAL-LIABILITY-AND-EQUITY> 4,402,476
<SALES> 1,425
<TOTAL-REVENUES> 1,425
<CGS> 0
<TOTAL-COSTS> 6,699
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,274)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
