FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter ended March 31, 1999
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Commission file number 0-16832
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IDM Participating Income Company-II
(A California Limited Partnership)
State of California 33-0177934
- ------------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
2424 S.E. Bristol Street, Suite 200
Newport Beach, California 92660
- ---------------------------------------- ---------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (713) 706-6271
-----------------------------------------------
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 [ ].
Number of limited partnership interests outstanding as of March 31, 1999:
200,000
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following financial statements are submitted in the next pages:
PAGE
NUMBER
Balance Sheets - March 31, 1999 and December 31, 1998 4
Statements of Operations - For the Three Months Ended March 31, 1999
and 1998 5
Statements of Cash Flows - For the Three Months Ended March 31, 1999
and 1998 6
Notes to Financial Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Overview:
The following discussion should be read in conjunction with the Partnership's
Financial Statements and Notes thereto appearing elsewhere in this Form 10-Q.
The bankruptcy proceeding and the Plan has had, and will continue to have, a
material and substantial impact on the Partnership's liquidity, capital
resources and results of operations, which are discussed below.
Results of Operations:
Comparison of 1999 to 1998.
Interest income increased $16,000 for the three months ended March 31, 1999 when
compared to the corresponding period in 1998. This increase was primarily due to
interest income associated with the funding of an additional $585,000 in 1998 to
an affiliate on an existing secured loan.
General and administrative expenses increased $4,000 for the three months ended
March 31, 1999 when compared to the same period in 1998. This increase was
principally the result of higher insurance costs and professional fees incurred
during the quarter. This increase was partially offset by a decrease in data
processing fees.
2
<PAGE>
Liquidity and Capital Resources:
The Partnership is in a liquid position at March 31, 1999 with a cash balance of
$4,000 and current liabilities of $3,000. The Partnership has no commitments for
any future capital expenditures.
Inflation:
The Partnership does not expect inflation to be a material factor in its
operations in 1999.
Year 2000 Compliance:
The Year 2000 Compliance issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of the
Partnership's computer programs that have time-sensitive software may recognize
a date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities. As a result,
many companies' software and computer systems may need to be upgraded or
replaced in order to comply with Year 2000 requirements.
The total cost to the Partnership of activities associated with Year 2000
Compliance is not anticipated to be material to its financial position or
results of operations in any given year. In January 1999, the Partnership began
utilizing a new software program to maintain books and records. The new software
program is Year 2000 compliant.
The total amount of potential risk that would be reasonably likely to result
from Year 2000 failures cannot presently be estimated. In the event the
Partnership does not properly identify Year 2000 issues in a timely manner,
there can be no assurance that Year 2000 issues will not materially affect the
Partnership's results.
The Partnership's contingency plan should systems fail due to the Year 2000 date
change is to temporarily convert to a manual system. The Partnership believes it
could temporarily operate on a manual system without adversely impacting
operations.
The preceding Year 2000 discussion contains various forward-looking statements
which represent the Partnership's beliefs or expectations regarding future
events. All forward-looking statements involve a number of risks and
uncertainties that could cause the actual results to differ materially from
projected results.
3
<PAGE>
IDM PARTICIPATING INCOME COMPANY - II
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
MARCH 31, 1999 AND DECEMBER 31, 1998
- --------------------------------------------------------------------------------
March 31, 1999 December 31, 1998
-------------- -----------------
ASSETS
Cash ...................................... $ 4,000 $ 8,000
Loans to affiliates:
Interest receivable .................... 44,000 1,000
Principal, less reserve for possible
losses of $859,000 at March 31, 1999
and December 31, 1998 .................. 1,525,000 1,542,000
Receivables from affiliates ............... 1,000 0
Prepaid expenses .......................... 3,000 7,000
-------------- -----------------
Total Assets .............................. $ 1,577,000 $ 1,558,000
============== =================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable .......................... $ 3,000 $ 0
Partners' capital:
General Partner ........................... 439,000 439,000
Limited Partners:
200,000 units authorized,
200,000 issued and outstanding ......... 1,135,000 1,119,000
-------------- -----------------
Total Partners' capital ................... 1,574,000 1,558,000
-------------- -----------------
Total Liabilities and Partners' capital ... $ 1,577,000 $ 1,558,000
============== =================
Limited partners' equity per unit ......... $ 5.68 $ 5.60
============== =================
See accompanying notes
4
<PAGE>
IDM PARTICIPATING INCOME COMPANY - II
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
- --------------------------------------------------------------------------------
Three Months Ended March 31,
---------------------------
1999 1998
--------- ---------
Interest income .............................. $ 47,000 $ 31,000
General and administrative expenses .......... (31,000) (27,000)
--------- ---------
Net income ................................... $ 16,000 $ 4,000
--------- ---------
Net income allocable to
limited partners .......................... $ 16,000 $ 4,000
========= =========
Number of limited partnership
interests outstanding ..................... 200,000 200,000
========= =========
Net income per limited
partnership interest ...................... $ 0.08 $ 0.02
========= =========
See accompanying notes
5
<PAGE>
IDM PARTICIPATING INCOME COMPANY - II
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
- --------------------------------------------------------------------------------
Three Months Ended
March 31,
----------------------
1999 1998
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ......................................... $ 16,000 $ 4,000
Adjustments to reconcile net income to cash
used in operating activities:
Increase in interest receivable ................. (43,000) (26,000)
Increase in receivables from affiliates ......... (1,000) (446,000)
Decrease in prepaid expenses .................... 4,000 0
Increase in accounts payable .................... 3,000 16,000
--------- ---------
Net cash used in operating activities ........... (21,000) (452,000)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Collections of loans from affiliates ............... 17,000 365,000
--------- ---------
Net cash provided by investing activities ....... 17,000 365,000
--------- ---------
NET DECREASE IN CASH ................................. (4,000) (87,000)
Cash beginning of period .......................... 8,000 94,000
--------- ---------
Cash end of period ................................ $ 4,000 $ 7,000
========= =========
See accompanying notes
6
<PAGE>
IDM PARTICIPATING INCOME COMPANY-II
A California Limited Partnership
Notes to Financial Statements
1. BASIS OF FINANCIAL STATEMENTS
In the opinion of the Partnership's management, these unaudited financial
statements reflect all adjustments which are necessary for a fair presentation
of its financial position at March 31, 1999 and results of operations and cash
flows for the periods presented. All adjustments included in these statements
are of a normal and recurring nature. These financial statements should be read
in conjunction with the financial statements and notes thereto contained in the
Form 10-K of the Partnership for the year ended December 31, 1998.
7
<PAGE>
PART IV - OTHER INFORMATION
ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS:
The following Exhibits are filed herewith pursuant to Rule 601 of Regulation
S-K.
(27) Financial Data Schedule
B. REPORTS ON FORM 8-K
None.
SIGNATURES
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.
IDM PARTICIPATING INCOME COMPANY-II,
a California Limited Partnership
IDM PARTICIPATING INCOME CORPORATION
General Partner of the General Partner
Date: May 7, 1999 /s/ WILLIAM J. CARDEN
------------------------- ------------------------------
William J. Carden
Director
8
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM IDM PARTICIPATING INCOME COMPANY - II MARCH 31, 1999 FINANCIAL STATEMENTS
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-END> MAR-31-1999
<CASH> 4,000
<SECURITIES> 0
<RECEIVABLES> 45,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 52,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,577,000
<CURRENT-LIABILITIES> 3,000
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,574,000
<TOTAL-LIABILITY-AND-EQUITY> 1,577,000
<SALES> 0
<TOTAL-REVENUES> 47,000
<CGS> 0
<TOTAL-COSTS> 31,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 16,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 16,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,000
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
</TABLE>
