<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, 2000
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 May 8, 2000
Page 1 of 8 Sequentially Numbered Pages
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INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS
AS OF MARCH 31, 2000, AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
March 31,
2000 December 31,
(Unaudited) 1999
--------------- -----------------
<S> <C> <C>
ASSETS:
Land Held for Sale $6,450,000 $6,450,000
Cash and Cash Equivalents 3,700 3,443
Other 39,493 39,493
--------------- -----------------
$6,493,193 $6,492,936
=============== =================
LIABILITIES AND PARTNERS' EQUITY (DEFICIT):
Accrued Liabilities 218,745 214,164
Note Payable 202,754 194,754
--------------- -----------------
421,499 408,918
--------------- -----------------
Class A Limited Partners' Interest 6,071,890 6,084,088
Subordinated Limited Partners' Interest 85 85
General Partners' Interest (278) (155)
--------------- -----------------
6,071,696 6,084,018
--------------- -----------------
$6,493,196 $6,492,936
=============== =================
</TABLE>
See Notes to Condensed Financial Statements
2
<PAGE> 3
INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF OPERATIONS
Three Three
Months Months
Ended Ended
March 31, March 31,
1999 1999
(Unaudited) (Unaudited)
--------------- ----------------
INCOME:
Interest Income $20 $23
--------------- ----------------
20 23
EXPENSES:
Professional and Legal Fees 6,465 6,665
Property Tax Expense 47 47
General and Administrative Costs 1,296 1,925
Interest Expense 4,534 3,670
--------------- ----------------
$12,342 $12,307
--------------- ----------------
NET LOSS (12,322) (12,284)
=============== ================
NET LOSS ALLOCATION:
General Partners (123) (123)
Class A Limited Partners (12,198) (12,161)
--------------- ----------------
($12,322) ($12,284)
=============== ================
CLASS A LIMITED PARTNERSHIP
UNITS OUTSTANDING 7,650 7,650
--------------- ----------------
NET LOSS PER CLASS A UNIT ($1.59) ($1.59)
=============== ================
See Notes to Condensed Financial Statements
3
<PAGE> 4
INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
Subordinated
General Limited Limited
Partners Partners Partner Total
--------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
Partners' Equity (Deficit)
at December 31, 1998 ($141) $6,217,905 $88 $6,217,852
Net Loss for the Three Months
Ended March 31, 1999 (123) (12,161) 0 (12,284)
--------------- --------------- --------------- ----------------
Partners' Equity (Deficit)
at March 31, 1999 ($264) $6,205,744 $88 $6,205,568
=============== =============== =============== ================
Partners' Equity (Deficit)
at December 31, 1998 ($155) $6,084,088 $85 $6,084,018
Net Loss for the Three Months
Ended March 31, 1999 (123) (12,198) 0 (12,322)
--------------- --------------- --------------- ----------------
Partners' Equity (Deficit)
at March 31, 1999 ($278) $6,071,890 $85 $6,071,696
=============== =============== =============== ================
</TABLE>
See Notes to Condensed Financial Statements
4
<PAGE> 5
INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
Three Months Three Months
Ended Ended
March 31, 1999 March 31, 1998
(Unaudited) (Unaudited)
-------------- --------------
CASH FLOW FROM OPERATING
ACTIVITIES:
Net Loss ($12,322) ($12,284)
Adjustments to reconcile net loss to net
cash used for operations:
Increase in Accrued Liabilities 4,581 (9,801)
4,581 (9,801)
Net Cash Used for Operating Activities (7,741) (2,483)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in Note Payable 8,000 4,345
-------------- --------------
Net Cash Provided by Financing Activities 8,000 4,345
Increase (Decrease) in Cash
and Cash Equivalents 257 1,862
Cash and Cash Equivalents at Beginning
of Period 3,443 849
-------------- --------------
Cash and Cash Equivalents at End of Period $3,700 $2,711
============== ==============
See Notes to Condensed Financial Statements
5
<PAGE> 6
INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2000
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, 2000, are not
necessarily indicative of the results that may be expected for the year to end
December 31, 2000.
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 May 8, 2000, there were 774 unit
holders of record. The Partnership's business now consists of holding for
investment, disposing and otherwise dealing in 145 acres of undeveloped land
("the Property") located in York County, South Carolina. As of May 8, 2000, the
Partnership held all 145 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, 2000, the Registrant had $3,700 on hand in the form of cash and
cash equivalents. The Registrant has executed a note payable to the General
Partner in the amount of $202,754. The general partner plans to continue to fund
the operating cost of the Partnership through additional advances under the
note. The note will extend through the term of the partnership and accrue
interest at prime plus two percent.
Until the Registrant disposes of the Property, its only sources of additional
capital are additional loans and proceeds from the sale of resources on the
property.
2. RESULTS OF OPERATIONS
The Registrant's net loss increased $38 from $12,284 for the first quarter ended
March 31, 1999, to $12,322 for the same period in 2000.
6
<PAGE> 7
Professional and legal fees decreased $200 from $6,665 for the three months
ended March 31, 1999, to $6,465 for the three months ended March 31, 2000.
General and administrative costs decreased by $629 due to SEC filing fees being
paid in the second quarter of 2000 compared to similar fees having been paid in
the first quarter of 1999. Interest expense increased $864 from $3,670 for the
three months ended March 31, 1999 to $4,534 for the same period in 2000 due to
the higher balance of the note payable to the general partner. All other
expenses were comparable with the 1999 first quarter.
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 is listed for sale at
$8,866,000 in aggregate.
In December 1999, the Partnership entered into a contract to sell the property
for approximately $6,660,000. However, on March 17, 2000, Crescent Resources,
the potential purchaser, canceled the contract. Crosland Commercial continues to
list the property for sale.
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 required to be filed during the
three months ended March 31, 2000.
7
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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: MAY 8, 2000
---------------------------
8
<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 THREE MONTHS
ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 3,700
<SECURITIES> 0
<RECEIVABLES> 39,493
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 5,450,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,493,193
<CURRENT-LIABILITIES> 218,745
<BONDS> 202,754
0
0
<COMMON> 0
<OTHER-SE> 6,071,696
<TOTAL-LIABILITY-AND-EQUITY> 6,493,196
<SALES> 0
<TOTAL-REVENUES> 20
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,808
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,534
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,322)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
