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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, 2001
Commission file number 33-30312
INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
NORTH CAROLINA 56-1681116
(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 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.
7,650 limited partnership units outstanding at August 11, 2000.
Page 1 of 8 Sequentially Numbered Pages
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INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS
AS OF JUNE 30, 2001, AND DECEMBER 31, 2000
June 30,
2001 December 31,
(Unaudited) 2000
----------- -----------
ASSETS:
Land Held for Sale $ 2,120,520 $ 6,450,000
Cash and Cash Equivalents 127,624 1,649
Other 0 42,362
----------- -----------
$ 2,248,144 $ 6,494,010
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT):
Accrued Liabilities $ 0 $ 251,359
Note Payable 0 212,754
----------- -----------
0 464,113
----------- -----------
Class A Limited Partners' Interest 2,248,598 6,029,973
Subordinated Limited Partners' Interest 84 84
General Partners' Interest (538) (160)
----------- -----------
2,248,144 6,029,897
----------- -----------
$ 2,248,144 $ 6,494,010
=========== ===========
See Notes to Condensed Financial Statements
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INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF OPERATIONS
Three Three Six Six
Months Months Months Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
2001 2000 2001 2000
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
----------- ----------- ----------- -----------
INCOME:
Sale of RealEstate 4,338,360 0 4,338,360 0
Interest Income $ 7,021 $ 43 $ 7,056 $ 61
----------- ----------- ----------- -----------
4,345,381 43 4,345,416 61
EXPENSES:
Property Taxes 0 47 38 94
Insurance Expense 263 354 263 354
Professional and Legal Fees 4,045 1,792 12,649 8,257
Cost of Real Estate Sale 4,623,774 0 4,623,774 0
General and Administrative Costs 4,541 2,700 7,411 3,997
Interest Expense 9,081 4,534 15,060 9,068
----------- ----------- ----------- -----------
4,641,704 9,428 4,659,194 21,770
----------- ----------- ----------- -----------
NET LOSS ($ 296,323) ($ 9,385) ($ 313,778) ($ 21,709)
=========== =========== =========== ===========
NET LOSS ALLOCATION:
General Partners (30) (1) (31) (2)
Class A Limited Partners (296,294) (9,384) (313,747) (21,707)
----------- ----------- ----------- -----------
($ 296,323) ($ 9,385) ($ 313,778) ($ 21,709)
=========== =========== =========== ===========
CLASS A LIMITED PARTNERSHIP
UNITS OUTSTANDING 7,650 7,650 7,650 7,650
----------- ----------- ----------- -----------
NET LOSS PER CLASS A UNIT ($ 38.73) ($ 1.23) ($ 41.01) ($ 2.84)
=========== =========== =========== ===========
See Notes to Condensed Financial Statements
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INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(Unaudited)
Subordinated
General Limited Limited
Partners Partners Partner Total
----------- ----------- ----------- -----------
Partners' Equity (Deficit)
at December 31, 1999 ($ 155) $ 6,084,088 $ 85 $ 6,084,018
Net Loss for the Six Months
Ended June 30, 2000 (2) (21,707) 0 (21,709)
----------- ----------- ----------- -----------
Partners' Equity (Deficit)
at June 30, 2000 ($ 157) $ 6,062,381 $ 85 $ 6,062,309
=========== =========== =========== ===========
Partners' Equity (Deficit)
at December 31, 2000 ($ 160) $ 6,029,973 $ 84 $ 6,029,897
Net Loss for the Six Months
Ended June 30, 2001 (31) (313,747) 0 (313,778)
Less Cash Distributions (347) (3,467,628) 0 (3,467,975)
----------- ----------- ----------- -----------
Partners' Equity (Deficit)
at June 30, 2001 ($ 538) $ 2,248,598 $ 84 $ 2,248,144
=========== =========== =========== ===========
See Notes to Condensed Financial Statements
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INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
Six Months Six Months
Ended Ended
June 30, 2001 June 30, 2000
(Unaudited) (Unaudited)
----------- -----------
CASH FLOW FROM OPERATING
ACTIVITIES:
Net Loss ($ 313,778) ($ 21,709)
Adjustments to reconcile net loss to net
cash used for operations:
Decrease(Increase) in Accounts Receivable 17,427 0
(Decrease)Increase in Accrued Liabilities (76,708) 9,162
----------- -----------
Net Cash Used for Operating Activities (373,059) (12,547)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of Real Estate 4,329,479 0
Decrease in Interest Receivable 24,934 0
----------- -----------
Net Cash Provided by Investing Activities 4,354,413 0
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to Limited Partners (3,467,974) 0
(Decrease)Increase in Note Payable (387,405) 8,000
----------- -----------
Net Cash Provided by Financing Activities (3,855,379) 8,000
Increase (Decrease) in Cash and Cash Equivalents 125,975 (4,547)
----------- -----------
Cash and Cash Equivalents at Beginning
of Period 1,649 3,443
----------- -----------
Cash and Cash Equivalents at End of Period $ 127,624 ($ 1,104)
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See Notes to Condensed Financial Statements
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INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2001
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, 2001, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2001.
2. ORGANIZATION:
Interstate Land Investors II Limited Partnership ("Registrant" or "Partnership")
is a North Carolina limited partnership. The Partnership filed registration
statements in 1989 and 1990 and offered the sale of the limited partnership
interests to persons who were admitted as limited partners. The initial offering
became effective September 29, 1989, and was terminated November 3, 1989. The
post effective amendment was filed in August 1990, approved in November 1990,
and closed November 30, 1990. Capital contributions of $100 were received from
the general partners and $7,650,000 from the limited partners. The limited
partnership units were sold in $1,000 units. On August 11, 2001, there were 776
unit holders of record. The Partnership's business now consists of holding for
investment, disposing and otherwise dealing in the remaining 48 acres out of the
original 145 acres of undeveloped land ("the Property") located in York County,
South Carolina. As of May 11, 2001, the Partnership sold 97 acres of the
property to Greenfield Development Company and the Partnership now holds 48 of
the remaining acres of the Property which it continues to market for sale.
ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
1. LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2001, the Registrant had cash on hand of $127,624. The Registrant
will retain this cash to pay ongoing partnership expenses. Until the Registrant
disposes of the Property, its only sources of additional capital are additional
loans and proceeds from the sale of resources (i.e., timber) on the property, if
any.
On May 11, 2001, the Partnership sold 96.9 acres of the property to Greenfield
Development Company LLC. The gross sale price of the facility was $4,338,360. A
portion of the sale proceeds in the amount of $313,543 was used to pay debts to
the General Partner. Closing costs and pro-rations incurred at settlement
totaled $447,609 leaving net cash proceeds to the partnership of $3,577,208. On
June 14, 2001, a .33 acre right-of-way was purchased by South Carolina Dept. of
Transportation for $15,000.
On June 29, 2001, a distribution of $3,467,975 (representing $453 per unit) was
distributed to the limited partners.
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2. RESULTS OF OPERATIONS
The Registrant's net loss was $313,747 for the six months ended June 30, 2001 as
compared to $21,707 for the six months ended June 30, 2000. The loss reflects
closing costs and legal fees paid to close the sale of the property.
Professional and legal fees increased from $8,257 as of June 30, 2001, to
$12,649 for the six months ended June 30, 2000. These fees are higher due to the
fees incurred for review of documents pertaining to the sale of the property.
Closing costs from the sale of the property totaled $447,609. General and
administrative costs were up from $3,997 as of June 30, 2000, to $7,411 for the
current six-month period. The increase is due to database maintenance fees.
Interest expense increased from $9,068 for the six months ended June 30, 2000,
to $15,060 for the six months ended June 30, 2001. This increase reflects
interest paid on a higher principal balance. All other expenses were roughly in
line with those incurred during the second quarter 2000.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITIES 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 was listed for sale at
$8,866,000 in aggregate. In December 1999, the Partnership entered into a
contract to sell the property for approximately $6,600,000. However, on March
17, 2000, Crescent Resources, the potential purchaser, canceled the contract.
On June 29, 2000, the Partnership entered into a contract with Greenfield
Development Company, LLC, to sell approximately 97 acres of the land for
approximately $4,165,000, which is $45,000 per acre (assuming that the total
wetlands acreage does not exceed 6 acres). Limited partners voted their majority
and notice of limited partner majority vote approving the sale was given on
August 7, 2000. The contract also included the purchase of approximately 97
acres of land owned by Interstate Land Investors I. A majority of the investors
in that Partnership approved the sale and the sale closed on May 11, 2001. On
May 11, 2001, Greenfield Development purchased 97 acres of the property. On June
14, 2001, a .33 acre right-of-way was purchased by South Carolina Dept. of
Transportation for $15,000. On June 29, 2001, a cash distribution in the amount
of $3,467,975 or $453 per unit was distributed to the limited partners.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
None.
(b) Reports on Form 8-K
Form 8-K was filed on May 11, 2001.
INTERSTATE LAND INVESTORS II 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 II
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 11, 2001
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