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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
(Mark one)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1999 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]
For the transition period from _______________ to _______________
Commission File Number 33-30312
INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its charter)
North Carolina 56-1669199
(State of Organization) (I.R.S. Employer Identification No.)
201 N. Tryon St., Charlotte, North Carolina 28202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 379-9164
Securities Registered Pursuant to Section 12(b) of the Act: NONE
Securities Registered Pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing. (See
definition of affiliate in Rule 405.)
Not applicable as all securities are non-voting.
Indicate the number of shares outstanding of each of the issuers' classes of
common stock as of the latest practicable date
7,650 limited partnership units as of March 9, 2000
Documents Incorporated by Reference: See Item 14
Page 1 of 13 sequentially numbered pages
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PART I
ITEM 1 - BUSINESS
Interstate Land Investors II (the "Registrant" or the "Partnership") is
a North Carolina limited partnership organized as of July 27, 1989 to acquire
for investment and dispose of three tracts of undeveloped land located in York
County, South Carolina (the "Property"). The Property consists of "Tract 1"
(which was subdivided as discussed below), an approximately 91.64 acre tract
fronting on Interstate 77 and Gold Hill Road; "Tract 2", an adjoining (but non
contiguous) approximately 76.74 acre tract with frontage entirely on Interstate
77; and "Tract 3", an approximately 20 acre tract located on U.S. Highway 21 and
contiguous to Tract 2. The General Partners of the Registrant were Performance
Investments, Inc., a North Carolina corporation ("PII"), William Garith Allen
("Allen") and ISC Realty Corporation, a North Carolina corporation ("ISCR").
Allen is the President, a director and a 50% shareholder of PII. ISCR is a North
Carolina corporation wholly owned by Wachovia Securities Inc. ("WSI"). Effective
January 1, 1992, ISCR and Allen assumed the role of co-managing general partner
and PII was converted to a Class A limited partner. In 1997, Allen executed an
assignment of his partnership interests and forfeited his right to subordinated
returns by transferring his interest and PII's interest to ISCR.
The Registrant offered (the "Offering") a minimum of 5,406 units of
Class A Limited Partnership Interests and a maximum of 9,588 units of Class A
Limited Partnership Interests (the "Units") at $1,000 per Unit pursuant to a
Registration Statement effective September 29, 1989, filed under the Securities
Act of 1933, as amended (the "Act"). As of November 3, 1989, the Registrant had
received aggregate subscriptions for 5,406 Units and accordingly, on November 3,
1989, subscriptions for 5,406 Units were accepted and the Initial Closing
occurred under the Offering and 527 investors were admitted to the Partnership
as Limited Partners. Of the $5,402,640 in gross proceeds received in connection
with the Initial Closing (which amount equals subscription payments for 5,406
Units at $1,000 each less discounts on the purchase of certain Units as
described in the Registration Statement), $668,458 had been applied to sales
commissions and to organization and offering expenses. The balance of the gross
proceeds, $4,734,182, was used to purchase Tracts 2 and 3 and provide working
capital.
Tract 2 was acquired by the Registrant pursuant to an Option Agreement
that was originally obtained by Performance Service and Finance, Inc. ("PSF")
from unaffiliated individuals. This Option Agreement was subsequently assigned
by PSF to PII and then assigned by PII to the Registrant. Tract 2 was acquired
from unrelated individuals for a purchase price of $2,855,223. In addition, the
Partnership reimbursed PII $116,000 for its carrying costs associated with the
Option Agreement and paid PII $181,363 in additional consideration as an
assignment fee. The total amount paid by the Registrant for Tract 2 was
$3,152,586, not including certain miscellaneous closing costs.
The Registrant acquired Tract 3 pursuant to an Option Agreement that
was originally obtained by Gold Hill Investment Associates ("Gold Hill"). The
Option Agreement was subsequently assigned by Gold Hill to the Registrant. The
Registrant acquired Tract 3 from an unaffiliated unrelated entity for a purchase
price of $1,400,000. In addition, the Registrant reimbursed Gold Hill $10,750
for its carrying costs associated with the Option Agreement and an
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additional $14,094 in additional consideration as an assignment fee. The total
amount paid by the Registrant for Tract 3 was $1,424,844, not including certain
miscellaneous closing costs.
Gold Hill is a North Carolina partnership of which Gold Hill Limited
Partnership, an affiliate of Allen, is a partner. Tract 1 was purchased by Gold
Hill from an unrelated entity in December, 1986 for a purchase price of
$1,800,000. Gold Hill Limited Partnership had an option, until June 30, 1990, to
acquire the partnership interests of the remaining unrelated entities in Gold
Hill, and thus become the sole owner of Tract 1. The Registrant had secured an
option (see discussion below) to purchase Tract 1 from Gold Hill at a purchase
price of $3,622,500.
During July, 1990, the Registrant requested and received approval from
the limited partners to extend the Partnership offering from July 31, 1990 until
December 31, 1990. During July and August 1990, the Registrant requested and
received limited partner approval to subdivide Tract 1 into four (4) separate
parcels and to allow the Registrant to acquire a portion of the property in the
event proceeds from investor subscriptions were not sufficient to acquire all of
Tract 1. In addition, the seller of Tract 1 had agreed to extend the option to
purchase Tract 1 from September 30, 1990 until December 31, 1990.
Under the terms of the new Option, in the event the Registrant was
unable to sell the Maximum Offering Amount by December 31, 1990, but the
Registrant had sold a minimum of 7,620 units (the "Secondary Offering Amount")
then the Registrant could purchase Tracts 1A and 1D (and it must purchase Tracts
1A and 1D simultaneously). Additionally, if the Registrant had achieved the
Secondary Offering Amount, purchased Tracts 1A and 1D pursuant to the terms of
the new Option and had sold a minimum of 8,721 Units (the "Tertiary Offering
Amount") prior to December 31, 1990, then the Registrant could purchase Tract
1B. Finally, if the Registrant achieved the Tertiary Offering Amount, and
purchased Tracts 1A, 1B and 1D as herein above provided, and had sold a minimum
of 9,588 Units prior to December 31, 1990, then the Registrant could purchase
Tract 1C.
The Registrant filed a post effective amendment to the original
prospectus in August, 1990, outlining to the SEC these modifications to the
offering and the amendment to the Partnership Agreement.
On November 14, 1990, the Partnership received formal approval from the
SEC on the post-effective amendment filed in August, 1990. Therefore, ISCR took
additional subscriptions and was able to close on Parcels 1A and 1D on November
30, 1990. The total cost of the November 30, 1990 acquisition of Subtracts 1A
and 1D was $1,908,605 which included a purchase price of $1,906,517, plus
closing costs of $2,088. The Partnership has determined that no further Units
will be offered, sold and issued pursuant to the Prospectus. The Partnership
filed Post-effective Amendment No. 4 for the purpose of deregistering 1,938
Units of unsold Class A Limited Partnership interests.
The Registrant's principal investment objectives are to: (1) preserve
and protect capital invested in the Registrant, (2) provide a relatively
low-risk real estate investment through debt-free ownership of the Property, (3)
provide long-term appreciation in the value of the Property, and (4) provide
protection for investors against inflation. The Registrant intends to accomplish
its objectives through holding the Property and subsequently disposing of it at
an appropriate time.
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The disposition of the Property by the Registrant may result in
substantial fees to the General Partner and its affiliates. Reference is made to
Item 13 herein for a description of certain transactions between the Registrant
and the General Partner and its affiliates.
No mortgage indebtedness was incurred in connection with the
acquisition of the Property.
The Registrant plans to hold the property for future appreciation. It
is not contemplated that the Registrant will undertake construction or
substantial improvements on the Property.
Upon the sale of all or a portion purchased (i.e., Tracts 2, 3, 1A, and
1D) of the Property by the Registrant, the proceeds of the sale will be
distributed to the investors. The General Partner currently intends to dispose
of the Property purchased within ten to twelve years of the purchase. However,
the investors had a one-time right to direct the Registrant to dispose of the
Property upon the fifth anniversary of the Closing of the Offering (November
1994) for a price not less than $11,104,839, reduced by the net proceeds to the
Registrant from the sale of other parcels within the Property by the Registrant.
If the Registrant was unable to sell the Property by such date at such price,
Allen was obligated to either (i) purchase the Property at such price or (ii)
forfeit his entire subordinated Limited Partner interest and transfer the
remaining General Partner interest to the Limited Partners.
The Registrant in seeking to secure purchasers for its Property will be
competing with many other real estate investment partnerships as well as
individuals, insurance companies, banks and other entities engaged in real
estate investment activities including, perhaps, certain affiliates of the
General Partner.
The General Partner currently serves as general partner in over 10
public and private partnerships, which currently own various types of real
property. None of the prior partnerships sponsored by the General Partner or its
affiliates now contemplate the acquisition of any additional properties of the
type purchased by the Registrant. However, the General Partner or its affiliates
may sponsor additional public or private partnerships in the future. In
addition, the General Partner and its affiliates are and will continue to be
engaged in the business of real estate investment, development and management
apart from their involvement in the Registrant.
Located immediately adjacent to the Property is an approximately 96.74
acre tract owned by Interstate Land Investors I Limited Partnership ("Interstate
I"), a North Carolina limited partnership having the same general partner as the
Registrant. Interstate I acquired the adjacent property on September 30, 1988,
for a purchase price of $4,200,000. Interstate I intends to hold the adjacent
property under the same terms and with the same investment objectives as the
Registrant intends to apply to the Property.
The General Partner will devote only so much of its time to the
business of the Registrant as in their judgment and experience is reasonably
required. The General Partner is engaged in other activities that also require
its time and attention.
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As of December 31, 1999, the Registrant did not directly employ any
persons in a full-time position. Certain employees of the General Partner
performed services for the Registrant during the year.
ITEM 2 - PROPERTY
The Property is located approximately 12 miles south of the Central
Business District of Charlotte, North Carolina along the I-77 corridor and
approximately 8 miles north of Rock Hill, South Carolina. While the Property is
located in northeastern York County, South Carolina, the Property is considered
a part of the Charlotte MSA. The Property consists of three separate tracts, all
of which are zoned for agricultural use, more particularly described as follows:
Tract 1 (which was subdivided - See Item 1) is an approximately 91.64
acre tract located in the northeast quadrant of I-77 and Gold Hill Road in York
County, South Carolina. 16.1 acres of Tract 1 lies in a floodplain and the
remaining 76.03 acres are usable and free of rights-of-way. Tract 1 has
approximately 2,200 feet of frontage along Gold Hill Road and 3,600 feet of
frontage along I-77. Electricity and telephone are available to Tract 1.
Municipal water and sewer has been brought to the edge of the Property and would
be made available if the Property were developed. If a sale was to occur, Tract
1 zoning would revert to BD-2 and BD-3 under the York County Zoning Ordinance.
The BD-2 classification is designed to provide for the development of office and
institutional parks in areas free of general commercial activity. The BD-3
classification is designed to provide for retail establishments, such as
department stores and variety stores. Tract 1 was subdivided into four Tracts.
Tract 1A is approximately 17.0 acres; Tract 1B, approximately 24.33 acres; Tract
1C, approximately 19.08 acres; and Tract 1D, approximately 31.23 acres. Tracts
1A and 1D are owned by the Registrant.
Tract 2 consists of approximately 76.74 acres. Tract 2 has 2,819 feet
of frontage on I-77 and is located north of Tract 1. Tract 2 is not contiguous
to Tract 1. Access to Tract 2 is through Tract 3 to U.S. Highway 21.
Additionally, Tract 2 adjoins a common boundary with the 95 acre tract of land
owned by Interstate I. Electricity and telephone are available to Tract 2. Water
is currently available to Tract 2 by extension through Tract 3. Water and sewer
will be provided by a private utility company with facilities located west of
Tract 2 on the west side of I-77. In addition, Tract 2 can be serviced by the
water and sewer facilities serving the Charlotte Knights baseball stadium. If a
sale was to occur, Tract 2 zoning would revert to UDD, urban development
district, by the York County Council. The purpose of this district is to permit
maximum flexibility in response to market demands in specific areas of the
County. Permitted uses range from residential to business development and
industrial.
Tract 3 consists of approximately 20 acres of land fronting
approximately 400 feet on U.S. Highway 21 and being contiguous to Tract 2.
Additionally, a portion of the Property is contiguous to the tract owned by
Interstate I. Electricity, telephone, water and sewer are all available to Tract
3. If a sale was to occur, Tract 3 zoning would revert to UDD, urban development
district, by the York County, South Carolina, County Council.
In December 1999, the Partnership entered into a contract with Crescent
Resources, the real estate arm of Duke Energy Corporation, to sell the
unimproved land for approximately $6,660,000. The potential purchaser deposited
earnest money with a title agency. Under the terms
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of the contract, the potential purchaser had until March 31, 2000, to complete
their due diligence, making the earliest possible closing date April 20, 2000.
However, on March 17, 2000, Crescent Resources notified the Registrant of its
desire to cancel the contract. Crosland Commercial continues to list the
property for sale.
ITEM 3 - LEGAL PROCEEDINGS
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In December 1999, an official ballot was sent to the Limited Partners
requesting that they vote their "Approval" or "Disapproval" for the proposed
sale of the property. Results of this ballot indicated 56.2% in favor of the
proposed sale.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S SECURITIES AND RELATED
SECURITY HOLDER MATTERS
Transfer of the Units is subject to certain restrictions contained in
the Limited Partnership Agreement. There is no established market for the Units
and it is not anticipated that any will occur in the future. The Registrant is
aware of no significant resales of Units since the Initial Closing on November
3, 1989. As of March 9, 2000, 774 persons were record owners of 7,650 Units.
The Registrant in each year allocates to the investors and the General
Partner any net profit prior to a sale of the Property. Such allocations to the
investors are credited against the preferred return due to them on their
invested capital. Net losses for each year are also allocated to the investors
and the General Partner in accordance with their respective capital accounts.
The Registrant does not intend to make any distributions of available cash prior
to the sale of all or a portion of the Property.
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ITEM 6 - SELECTED FINANCIAL DATA (AUDITED)
SELECTED STATEMENT OF OPERATIONS DATA
<TABLE>
<CAPTION>
Year ended Year ended Year ended Year ended Year ended
December 31, December 31, December 31, December 31, December 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Interest and Other $ 2,356 $ 2,392 $ 2,248 $ 2,193 $ 2,167
Income
Property write-down 84,310 0 0 0 0
Expenses 51,880 52,506 44,332 46,116 46,130
--------- -------- -------- -------- --------
Net Loss (133,834) (50,114) (42,084) (43,923) (43,963)
========= ======== ======== ======== ========
Net Loss Allocated
to Class A limited
partners (133,817) (50,108) (42,079) (43,918) (43,958)
========= ======== ======== ======== ========
Net Loss Per
Class A limited
partnership unit $ (17.49) $ (6.55) $ (5.50) $ (5.68) $ (5.69)
========= ======== ======== ======== ========
</TABLE>
SELECTED BALANCE SHEET DATA
<TABLE>
<CAPTION>
December 31, December 31, December 31, December 31, December 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total Assets $6,492,936 $6,572,386 $6,569,272 $6,567,152 $6,565,623
Total Liabilities 408,918 354,534 301,306 257,102 211,650
---------- ---------- ---------- ---------- ----------
Partner's Capital $6,084,018 $6,217,852 $6,267,966 $6,310,050 $6,353,973
========== ========== ========== ========== ==========
</TABLE>
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
As of December 31, 1999, the Registrant had $3,443 cash and cash
equivalents on hand. Until the Registrant disposes of the Property, its only
sources of additional capital are loans. The Registrant's ability to maintain
cash adequate to meet its needs will be dependent upon the availability of
financing and successful operations of its real estate investment. The General
Partner anticipates that any future funds necessary for the operations of the
Partnership will be provided by ISCR. As of May 23, 1995, the General Partner,
ISCR, entered into a line of credit agreement in the amount of $150,000 with the
Partnership to provide additional funds as needed. In July of 1998, the line of
credit amount was increased to $175,000 and in August of 1999, the amount was
increased to $250,000. In accordance with the Partnership Agreement, ISCR is
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entitled to accrue interest on any loans provided to the Partnership at the rate
of prime plus two percent. The balance of the note plus accrued interest at
December 31, 1999, is $230,722.
RESULTS OF OPERATIONS
COMPARISON OF THE YEAR ENDED DECEMBER 31, 1999 TO THE YEAR ENDED DECEMBER 31,
1998
The Registrant's net loss increased to $133,834 for the year ended
December 31, 1999 compared with $50,114 for the year ended December 31, 1998.
The majority of this increase is attributable to the $84,310 property write-down
in 1999.
Legal fees decreased by $1,891 to $2,072 in 1999 due to the settlement
of the lawsuit in 1998. Interest expense increased $2,594 to $18,144. This
higher expense was due to the increased borrowings under the note to ISCR during
1999. General and administrative expense decreased $3,550 to a total of $18,333.
COMPARISON OF THE YEAR ENDED DECEMBER 31, 1998, TO THE YEAR ENDED DECEMBER 31,
1997
The Registrant's net loss increased to $50,114 for the year ended
December 31, 1998 from $42,084 for the year ended December 31, 1997.
Legal fees in the amount of $3,962 were incurred from pursuing the
claims against W. G. Allen. Interest expense increased $2,134 to a total of
$15,550. This higher expense was due to the increased borrowings under the note
to ISCR during 1998. General and administrative expense increased $3,323 to a
total of $21,883. Additional costs were incurred in 1998 from separate studies
performed to evaluate the current market value and environmental conditions in
the area.
The Year 2000 Issue
The Registrant determined that the potential consequences of year 2000
would not have a material effect on business, results of operations, or
financial condition. This conclusion was reached after researching computer
programs and third party vendors that are currently used to manage this limited
partnership. The Registrant is not solely reliant upon outside systems or
vendors for record keeping. Information is on file in our offices, which states
that existing computer software is Y2K compliant. The third party vendor
currently used was Y2K compliant by June 30, 1999. The computer hardware and
peripherals located in the Registrant's offices are also Y2K ready. If
necessary, the Registrant can revert to manual methods for bookkeeping, check
writing, preparation of financial statements and investor correspondence. Hard
copies of essential information are available and will continue to be available
well into the year 2000.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this Item is submitted as a separate section of this
report.
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ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There were no disagreements concerning the December 31, 1999, financial
statements.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Registrant has no directors or executive officers. PII, the former
managing general partner, filed for relief from creditors under Chapter 11 of
the Bankruptcy Code during 1991. Effective January 1, 1992, the general partner
interest of PII was converted to that of a Class A Limited Partner retaining the
same interest in the Partnership's net profit, losses and distributions as it
had as a general partner subject to the same priority of the other Class A
Limited Partners. In 1997, Allen executed an assignment of his partnership
interests and forfeited his right to subordinated returns by transferring his
interest and PII's interest to ISCR.
Information as to ISCR, the current Managing General Partner, is as
follows:
Information About Directors
Name and Executive Officers
- ---- ----------------------
J. Christopher Boone Director and President of ISCR. He is 41 years old.
Robert B. McGuire Treasurer of ISCR. He is 52 years old.
Michael D. Hearn Director and Secretary of ISCR. He is 47 years old.
Lewis F. Semones, Jr. Director of ISCR. He is 41 years old.
J. Christopher Boone is a Managing Director of Wachovia Securities,
Inc. (WSI), an affiliate of ISCR and President of ISCR. Prior to joining the
Selling Agent in 1984, Mr. Boone was a tax specialist for Coopers & Lybrand. He
received a bachelor's degree in business administration with an emphasis in
accounting from the University of North Carolina at Chapel Hill.
Robert B. McGuire is Treasurer of ISC Realty Corporation. In addition,
he is Senior Vice President and Treasurer of WSI. Mr. McGuire received a B.A. in
Business Administration from Furman University and a Masters in Business
Administration from Emory University.
Michael D. Hearn has served as Secretary and General Counsel of WSI
since 1985. He is a Senior Managing Director of WSI. Mr. Hearn received a
Bachelor of Science degree in Business Administration and a Juris Doctor from
the University of North Carolina at Chapel Hill. He is Secretary of ISCR. In May
of 1992 he was elected a Director of ISCR.
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Lewis F. Semones, Jr. is Senior Managing Director and Chief Financial
Officer of WSI. He is also a director of WSI. Mr. Semones is a graduate of
Lenoir Rhyne College, a Certified Public Accountant and a graduate of the
Securities Industry Institute at The Wharton School of The University of
Pennsylvania. He was elected as a director of ISCR in September, 1997.
Each officer and director holds office until his death, resignation,
retirement, removal, disqualification or his successor is elected and qualified.
Effective April 1, 1999, ISC Realty Corporation's parent,
Interstate/Johnson Lane, Inc., merged into Wachovia Corporation. Personnel and
offices continue to operate as usual.
ITEM 11 - EXECUTIVE COMPENSATION
No remuneration was paid or accrued for the account of any partner,
officer or director of the General Partner during the Partnership fiscal year
ended December 31, 1999.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As of March 22, 2000, Begley-Hall owned 6.87% of the limited
partnership interests.
As of March 22, 2000, none of the individual directors and officers of
the General Partner had subscribed for Units.
Amount and
Nature of
Beneficial
Partner Type Name & Address Ownership Class
- ------------ -------------- --------- -----
Subordinated Limited ISC Realty Corporation $100 100%
General Partner ISC Realty Corporation 0 100%
Class A Limited Partner ISC Realty Corporation 100 <.1%
Class A Limited Partner ISC Realty Corporation 150,000 2.0%
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended December 31, 1999, there were no related party
transactions in excess of $60,000.
During the year ended December 31, 1999, ISCR earned $16,209 for
monitoring the operations of the Registrant on behalf of the investors and
performing certain administrative
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functions. ISCR is entitled to receive an annual administrative fee equal to
0.25% of the cost of the Property. However, the payment of such administrative
fee is deferred until sale of the Property and return to the investors of their
invested capital plus the preferred return. The deferred portion of this fee may
accrue interest at an interest rate of prime plus 1%.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules.
See Index to Financial Statements included in Appendix A to
this Form 10-K. Schedules are omitted because they are not
applicable, not required or because the requested information
is included in the Financial Statements or notes thereto.
(b) Reports on Form 8-K.
None.
(c) Exhibits.
EX-27 - Financial Data Schedule
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the 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 II
A NORTH CAROLINA LIMITED PARTNERSHIP
BY: ISC REALTY CORPORATION
GENERAL PARTNER
BY: /S/ J. CHRISTOPHER BOONE
------------------------
J. CHRISTOPHER BOONE
PRESIDENT
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Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:
Signature Title Date
--------- ----- ----
/S/ J. Christopher Boone March 22, 2000
- ---------------------------- --------------
J. Christopher Boone Director and
President of
ISC Realty
Corporation
/S/ Michael D. Hearn March 22, 2000
- ---------------------------- --------------
Michael D. Hearn Director and
Secretary of
ISC Realty
Corporation
/S/ Lewis F. Semones, Jr. March 22, 2000
- ---------------------------- --------------
Lewis F. Semones, Jr. Director of
ISC Realty
Corporation
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INTERSTATE LAND INVESTORS II,
LIMITED PARTNERSHIP
FINANCIAL STATEMENTS
FOR THE THREE YEARS ENDED
DECEMBER 31, 1999, 1998 AND 1997
FAULKNER AND THOMPSON, P.A.
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE> 15
INTERSTATE LAND INVESTORS II,
LIMITED PARTNERSHIP
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1999, 1998 AND 1997
<PAGE> 16
INTERSTATE LAND INVESTORS II,
LIMITED PARTNERSHIP
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS..........................1
BALANCE SHEETS..............................................................2
STATEMENTS OF OPERATIONS....................................................3
STATEMENT OF PARTNERS' CAPITAL..............................................4
STATEMENTS OF CASH FLOWS....................................................5
NOTES TO FINANCIAL STATEMENTS...............................................6
- i -
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners of
Interstate Land Investors II Limited Partnership
Charlotte, North Carolina
We have audited the balance sheets of Interstate Land Investors
II, Limited Partnership (a North Carolina limited partnership) as of December
31, 1999 and 1998 and the related statements of operations, partners' capital
and cash flows for each of the three years in the period ended December 31,
1999. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by the managing general partner, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
As discussed in Note 2, the general partner has entered into a
contract to sell all unimproved land held for appreciation. This sale, if
consummated, will occur in the second or third quarter of the year 2000.
Subsequent to the sale, if consummated, the Partnership will liquidate. During
the fourth quarter of 1999, the Partnership recorded a non-cash charge related
to the write-down of its unimproved land to estimated realizable value.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Interstate
Land Investors II, Limited Partnership (a North Carolina limited partnership) as
of December 31, 1999 and 1998 and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1999 in
conformity with generally accepted accounting principles.
Charlotte, North Carolina
January 19, 2000
<PAGE> 18
INTERSTATE LAND INVESTORS II,
LIMITED PARTNERSHIP
BALANCE SHEETS
DECEMBER 31,
- --------------------------------------------------------------------------------
1999 1998
----------- -----------
ASSETS
Unimproved land held for appreciation $ 6,450,000 $ 6,534,310
Cash and cash equivalents 3,443 849
Accounts receivable - related party 17,427 17,427
Interest receivable - related party 22,066 19,800
----------- -----------
$ 6,492,936 $ 6,572,386
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Line-of-credit payable - related party $ 175,000 $ 170,655
Advance from related party 19,754 --
Administrative fees payable - related party 158,442 142,233
Interest payable - related party 55,722 41,646
----------- -----------
408,918 354,534
----------- -----------
PARTNERS' CAPITAL
Class A limited partners' interest
(authorized, 9,588 units; issued
and outstanding, 7,650 units) 6,084,088 6,217,905
Subordinated limited partner's interest 85 88
General partners' capital deficiency (155) (141)
----------- -----------
6,084,018 6,217,852
----------- -----------
$ 6,492,936 $ 6,572,386
=========== ===========
See Notes to Financial Statements.
- 2 -
<PAGE> 19
INTERSTATE LAND INVESTORS II,
LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
FOR THE THREE YEARS ENDED DECEMBER 31,
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998 1997
--------- -------- --------
<S> <C> <C> <C>
INCOME
Interest $ 2,356 $ 2,392 $ 2,248
--------- -------- --------
OPERATING EXPENSES
Professional fees 15,214 14,886 12,176
Property tax 189 187 180
Interest expense 18,144 15,550 13,416
General and administrative 18,333 21,883 18,560
Write down of land held for appreciation (note 1 and 2) 84,310 -- --
--------- -------- --------
136,190 52,506 44,332
--------- -------- --------
Net loss $(133,834) $(50,114) $(42,084)
========= ======== ========
NET LOSS ALLOCATED TO
Class A limited partners $(133,817) $(50,108) $(42,079)
Subordinated limited partner (3) (1) (1)
General partners (14) (5) (4)
--------- -------- --------
$(133,834) $(50,114) $(42,084)
========= ======== ========
Weighted average Class A limited
partnership units outstanding 7,650 7,650 7,650
========= ======== ========
Net loss per weighted average Class A
limited partnership unit $ (17.49) $ (6.55) $ (5.50)
========= ======== ========
</TABLE>
See Notes to Financial Statements.
- 3 -
<PAGE> 20
INTERSTATE LAND INVESTORS II,
LIMITED PARTNERSHIP
STATEMENT OF PARTNERS' CAPITAL
FOR THE THREE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUBORDINATED
CLASS A LIMITED PARTNERS --------------------
------------------------ LIMITED GENERAL
UNITS AMOUNT PARTNER PARTNERS TOTAL
----- ------ ------- -------- -----
<S> <C> <C> <C> <C> <C>
Partners' capital (deficiency) --
January 1, 1997 7,650 $ 6,310,092 $ 90 $(132) $ 6,310,050
Net loss, year ended
December 31, 1997 -- (42,079) (1) (4) (42,084)
----- ----------- ---- ----- -----------
Partners' capital (deficiency) --
December 31, 1997 7,650 6,268,013 89 (136) 6,267,966
Net loss, year ended
December 31, 1998 -- (50,108) (1) (5) (50,114)
----- ----------- ---- ----- -----------
Partners' capital (deficiency) --
December 31, 1998 7,650 6,217,905 88 (141) 6,217,852
Net loss, year ended
December 31, 1999 -- (133,817) (3) (14) (133,834)
----- ----------- ---- ----- -----------
Partners' capital (deficiency) --
December 31, 1999 7,650 $ 6,084,088 $ 85 $(155) $ 6,084,018
===== =========== ==== ===== ===========
</TABLE>
See Notes to Financial Statements.
- 4 -
<PAGE> 21
INTERSTATE LAND INVESTORS II,
LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
FOR THE THREE YEARS ENDED DECEMBER 31,
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998 1997
---------- -------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(133,834) $(50,114) $(42,084
Adjustments to reconcile net loss to net cash
used for operating activities
Write-down of land held for appreciation 84,310 -- --
Increase in interest receivable - related party (2,266) (2,265) (2,120)
Increase in accrued liabilities - related party 30,285 24,904 29,624
--------- -------- --------
Net cash used for operating activities (21,505) (27,475) (14,580)
--------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in line-of-credit - related party 24,099 28,324 14,580
--------- -------- --------
Net increase in cash and cash
equivalents 2,594 849 --
CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR 849 -- --
--------- -------- --------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 3,443 $ 849 $ --
========= ======== ========
</TABLE>
See Notes to Financial Statements.
- 5 -
<PAGE> 22
INTERSTATE LAND INVESTORS II,
LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Interstate Land Investors II, Limited Partnership (the Partnership) is
a North Carolina limited partnership formed, on July 26, 1989, to
acquire for investment, hold for appreciation and ultimately dispose,
without substantial improvements, undeveloped land in York County,
South Carolina. The Partnership acquired 97 acres of such land in
November 1989, and acquired an additional 48 acres in November 1990.
The Partnership shall continue its existence without interruption
subject to the terms and conditions set forth in the partnership
agreement and the provisions of the Revised Uniform Limited Partnership
Act of the State of North Carolina.
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,
1992, assumed the role of co-managing partners. In November 1991, PII
consented to the conversion of its interest to that of a Class A
limited partner, to become effective January 1, 1992. PII, however,
retains the same interest in the Partnership's net profit, losses and
distributions as it had as a general partner subject to the same
priority of the other Class A limited partners. In December, 1993, upon
the approval of 67% of the Class A limited partners' interest and upon
meeting certain conditions in the partnership agreement, the partners
exercised their one-time right to direct the general partners to sell
the property at a price no less than $11,104,839, reduced by the
proceeds from any previous sales. The property was to be sold by
November, 1994, or at that time Mr. Allen would agree to either (i)
purchase the property from the Partnership on such date at the purchase
price or, (ii) elect not to purchase the property at the purchase price
but instead forfeit his right to receive subordinated returns, withdraw
as a general partner and transfer his general partnership interest to
ISCR. In 1997 Mr. Allen executed an assignment of his partnership
interests and forfeited his right to subordinated returns by the
transfer of his interest and PII's interest to ISCR.
The general partners are solely responsible for the day-to-day
management and operation of the property. ISCR is responsible for
certain administrative functions of the Partnership and beginning in
November 1989, is entitled to an annual administrative fee equal to
.25% of the cost of the property acquired. Payment of such
administrative fee is deferred until the sale of the property and the
return of the Class A limited partners' invested capital plus their
preferred return, as defined. Any such deferred fee will accrue
interest at the prime rate plus 1%. However, because of the uncertainty
as to the ultimate collection of this interest, ISCR has elected not to
accrue such interest in the Partnership's financial statements.
CASH EQUIVALENTS
For the purposes of the statements of cash flows, the Partnership
considers all highly liquid investments having maturities of three
months or less to be cash equivalents. At December 31, 1999 and 1998,
the Partnership's cash consisted of monies deposited through Wachovia
Securities, Inc. (a related company to ISCR) in a money market fund.
UNIMPROVED LAND HELD FOR APPRECIATION
The costs of acquiring land, including related closing and
predevelopment costs, are capitalized and will be allocated to cost of
sales as sales of the property occur. In the fourth quarter of 1999,
the Partnership recorded a write-down of the carrying amount of their
property of approximately $84,000 to reflect the general partner's
estimate of the property's estimated realizable value.
- 6 -
<PAGE> 23
INTERSTATE LAND INVESTORS II,
LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
UNIMPROVED LAND HELD FOR APPRECIATION, CONTINUED
During 1999, the Partnership entered into a contract to sell its
primary asset, unimproved land.
ORGANIZATIONAL AND SYNDICATION COSTS
Various expenses and fees paid in connection with organizing the
Partnership (including an organizational fee paid to ISCR amounting to
$159,000 in 1990 and an additional $66,000 in 1991) have been
capitalized and amortized using the straight-line method over a
60-month period. These costs have been fully amortized in prior years.
Other fees and expenses related to the sale of limited partnership
interests in the Partnership have been classified as syndication costs
and include sales commissions paid to Interstate/Johnson Lane
Corporation, a related company to ISCR, of $377,644 in connection with
the initial offering in 1989 and $116,305 in connection with the
secondary offering in 1990.
INCOME TAXES
Items of income or loss of the Partnership are included in the income
tax returns of the partners. Accordingly, the Partnership makes no
provision for federal and state income taxes.
NET LOSS PER CLASS A LIMITED PARTNERSHIP UNIT
Net loss per weighted average Class A limited partnership unit is
calculated based on the loss allocated to such partners without giving
consideration to the conversion of PII's general partner interest (see
Note 6).
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
NOTE 2 - UNIMPROVED LAND HELD FOR APPRECIATION
PROVISION FOR WRITE-DOWN OF UNIMPROVED LAND
The general partner periodically reviews the recorded value of its
long-lived assets to determine if the future cash flows to be derived
from these assets will be sufficient to recover the recorded asset
values. During the fourth quarter of 1999, the Partnership recorded a
non-cash charge of approximately $84,000, or approximately $11 per
limited partnership unit, to write-down its unimproved land to its
estimated realizable value.
- 7 -
<PAGE> 24
INTERSTATE LAND INVESTORS II,
LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 2 - UNIMPROVED LAND HELD FOR APPRECIATION, CONTINUED
POTENTIAL SALE
During the fourth quarter of 1999, the Partnership entered into a
contract to sell the Partnership's primary asset, unimproved land, for
approximately $6,660,000. The potential purchaser has deposited earnest
money with a title agency. Under the terms of the contract, the
purchaser has until March 31, 2000 to complete their due diligence,
which makes the earliest possible closing date April 20, 2000. After
that date, the potential purchaser may either cancel the contract or
extend the closing period for four additional thirty (30) day periods
by paying additional earnest money for each thirty (30) day extension
period.
NOTE 3 - ALLOCATIONS AND DISTRIBUTIONS OF NET PROFITS AND LOSSES
Under the terms of the partnership agreement, net profit and
distributions of available cash in each year prior to a sale of the
property will be allocated 99% to the Class A limited partners and 1%
to the general partners. Net losses shall be allocated among all
partners in accordance with their respective capital accounts. Special
allocations are provided for any gains or losses arising from the sale
of the property and for the related cash distributions.
NOTE 4 - RELATED PARTIES AND RELATED PARTY TRANSACTIONS
In connection with the initial acquisition of the property in 1989, the
Partnership paid PII and Gold Hill Investment Associates (a partnership
of Gold Hill Limited Partnership and an affiliate of Mr. Allen) a total
of $322,207 for the assignment of options to acquire the two tracts of
land which comprise the property and for reimbursement of Gold Hill
Investment Associates' (Gold Hill) and PII's holding costs in the
options (which totaled approximately $126,750). The total cost, along
with legal and other acquisition expenses, is included in the land on
the accompanying balance sheets.
At December 31, 1999 and 1998, the Partnership had an account
receivable from PII of $17,427 plus accrued interest receivable of
$22,066 and $19,800, respectively, related to the reimbursement of
certain costs incurred in connection with organizing the Partnership
and with organization of the property. In connection with the consent
entered into in November 1991 (see Note 1), the amount will be offset
against any amounts due PII or Mr. Allen in connection with the sale of
the property.
In November 1990, the Partnership acquired approximately 48 acres of
property from Gold Hill at a purchase price of $1,906,517. The partners
of Gold Hill agreed to accept, as part of the purchase price, 533 units
of Class A limited partner interests and granted a credit on the
purchase price of $495,690, which represents the cost of 533 units at
$1,000 per unit less selling commissions.
In 1989, ISCR purchased 106 units of Class A limited partner interests
at the full offering price ($1,000 a unit). In 1990, ISCR contributed
two-thirds of its fee received for additional organizational costs to
purchase 44 Class A limited partner interests at $1,000 per unit. These
units are included in Class A limited partners' interest on the balance
sheets. Also, the general partners, their affiliates and their
employees purchased units of Class A limited partner interests at 3.5%
discount. The total discounts amounted to $385 in 1990 and $3,360 in
1989, representing 11 and 66 units, respectively.
- 8 -
<PAGE> 25
INTERSTATE LAND INVESTORS II,
LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 4 - RELATED PARTIES AND RELATED PARTY TRANSACTIONS, CONTINUED
The Partnership incurred expense of approximately $16,200 in 1999, 1998
and 1997 for services rendered by ISCR in connection with certain
administrative functions of the Partnership. Since payment of these
fees is deferred as described in Note 1, they are included in accrued
administrative fees in the accompanying balance sheets, and as general
and administrative expenses in the accompanying statements of
operations.
See Note 1 for fees paid to ISCR and its affiliates in connection with
organizing the Partnership and the subsequent sale of limited
partnership interests.
The Partnership has the same general partners of and owns land adjacent
to Interstate Land Investors I Limited Partnership (Interstate I). The
property owned by Interstate I is in direct competition with the
Partnership's property. No financial statement transactions have
occurred between these Partnerships.
NOTE 5 - LINE-OF-CREDIT FROM RELATED PARTY
On May 23, 1995, the Partnership obtained a line-of-credit from ISCR to
utilize as needed. Interest is charged on this line-of-credit at 2%
above the announced prime lending rate of Bank of America, resulting in
a rate of 10.25%, 9.75% and 10.5% at December 31, 1999, 1998 and 1997,
respectively. ISCR has received a mortgage and assignment of rents and
leases on the property as security. Interest shall accrue on this
line-of-credit and shall be paid along with the outstanding principal
balance on the earlier of:
o Sale or disposition of all or any portion or part of the
property securing the mortgage instrument,
o the date ISCR is removed as managing general partner of the
Partnership, or
o the date the Partnership terminates its legal existence.
This agreement with ISCR requires that the Partnership comply with
certain covenants, which are not financial in nature.
During the years ended December 31, 1999, 1998 and 1997, interest
expense of $4,069, $6,855 and $0 was paid to ISCR.
NOTE 6 - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO TAXABLE LOSS
A reconciliation of financial statement and taxable loss is as follows:
<TABLE>
<CAPTION>
1999 1998 1997
--------- -------- --------
<S> <C> <C> <C>
Financial statement net loss $(133,834) $(50,114) $(42,084)
Less: Temporary non-taxable
income from related party (2,266) (2,266) (2,120)
Plus: Temporary non-deductible
expenses to related party 30,385 24,904 29,623
Plus: Write-down of land held for
appreciation 84,310 -- --
--------- -------- --------
Taxable loss $ (21,505) $(27,476) $(14,581)
========= ======== ========
</TABLE>
- 9 -
<PAGE> 26
INTERSTATE LAND INVESTORS II,
LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 7 - POTENTIAL LIQUIDATION OF PARTNERSHIP
Should the sale of the unimproved land held for appreciation (see Note
2) be consummated, the Partnership will be liquidated during the year
ended December 31, 2000.
- 10 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF INTERSTATE LAND INVESTORS, II L.P. FOR THE YEAR ENDED
DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 3,443
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 6,450,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,492,936
<CURRENT-LIABILITIES> 233,918
<BONDS> 175,000
0
0
<COMMON> 0
<OTHER-SE> 6,084,018
<TOTAL-LIABILITY-AND-EQUITY> 6,492,936
<SALES> 0
<TOTAL-REVENUES> 2,356
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 33,736
<LOSS-PROVISION> 84,310
<INTEREST-EXPENSE> 18,144
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (133,834)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
