<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 1997.
- ---- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO _____ .
Commission File number: 0-17680 (formerly 33-20255)
SOUTHEAST ACQUISITIONS II, L.P.
(Exact name of registrant)
Delaware 23-2498841
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
250 King of Prussia Road, Radnor, PA 19087
(Address of Principal Executive Offices)
Issuer's Telephone Number: (610 964-7234)
Indicate by check mark whether the registrant (a) 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 / /
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
The unaudited financial statements of Southeast Acquisitions II, L.P.
(the "Partnership") at June 30, 1997 are attached hereto as Exhibit A.
In the opinion of management, the accompanying unaudited condensed
financial statements include all adjustments, which are of a normal nature,
necessary to present fairly the Partnership's financial position as of June 30,
1997, and the results of its operations and cash flows for the six months ended
June 30, 1997.
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Background
The Partnership was formed to acquire, own and realize appreciation in
the following properties by holding them for investment and eventual sale (each
a "Property," collectively the "Properties"): 353 acres of undeveloped land in
Henry County, Georgia; 91 acres of undeveloped land near Greenville, South
Carolina; and 135 acres of undeveloped land in Rutherford County, Tennessee.
However, there can be no assurance that the Partnership's objectives will be
realized.
Results of Operations
The Partnership had no operations from the date of its formation on
December 14, 1987 until June 24, 1988 when it acquired the first property and
had sold 3,165 Units of limited partnership interest. During 1988, the
Partnership acquired two additional Properties and sold 6,485 additional Units
of limited partnership interest.
The Partnership's activities during the second quarter of 1997 were
primarily focused on selling the properties. During the second quarter of 1997,
the Partnership sold 32.5 acres of the Rutherford County, Tennessee property for
a gain of $1,220,368 and 1 acre of the Greenville, SC property for a gain of
$115,905. Other revenues consisted of interest income of $6,143 and partnership
transfer fees of $100. Expenses for the second quarter of 1997 consisted of
general and administrative costs of $5,642, real estate taxes of $4,825 and
insurance costs of $88.
The Partnership's activities during the second quarter of 1996 were
primarily focused on selling the properties. Revenues for the second quarter of
1996 consisted of interest income of $173 and partnership transfer fees of $350.
Expenses for the second quarter of 1996 consisted of general and administrative
costs of $3,948, management fees of $4,686, real estate taxes of $4,599 and
insurance of $88.
2
<PAGE> 3
The Partnership's activities during the second quarter of 1995 were
primarily focused on selling the properties. Revenues for the second quarter of
1995 consisted of interest income of $1,826 and partnership transfer fees of
$200. Expenses for the second quarter of 1995 consisted of general and
administrative costs of $2,256, management fees of $4,689, real estate taxes of
$5,076 and insurance costs of $147.
The Partnership's activities during the first quarter of 1997 were
primarily focused on selling the properties. Revenues for the first quarter of
1997 consisted of interest income of $978 and partnership transfer fees of $100.
Expenses for the first quarter of 1997 consisted of general and administrative
costs of $7,860, real estate taxes of $4,488 and insurance costs of $87.
During the first quarter of 1996, the Partnership sold 2 acres of the
Greenville, South Carolina property for a gain of $215,288. Revenues for the
first quarter of 1996 consisted of interest income of $2,384 and partnership
transfer fees of $408. Expenses for the first quarter of 1996 consisted of
general and administrative costs of $5,079, management fees of $4,688, real
estate taxes of $4,538 and insurance costs of $87.
During the first quarter of 1995, the Partnership sold 3 acres of the
Greenville, South Carolina parcel for a gain of $744,007. Other revenues
consisted of interest income of $8,466 and transfer fees of $75. Expenses for
the first quarter of 1995 consisted of general and administrative costs of
$2,184, management fees of $4,688, real estate taxes of $5,154 and insurance
costs of $147.
Inflation did not have any material impact on operations during 1996
and it is not expected to materially impact future operations.
During the month of July, 1997, the Partnership executed an agreement
to sell 15.87 acres of the Simpsonville, South Carolina property for $95,000 an
acre. The sale should close at the end of the first quarter of 1998.
The Partnership is actively marketing the Henry County, Georgia
property and believes that it will dispose of the Property within three years.
The Property is being divided into parcels which will be sold separately. The
Partnership placed the Rutherford County, Tennessee Properties on the market in
the fall of 1991. The timing and manner of sales will be determined by Southeast
Acquisitions, Inc., the General Partner of the Partnership. The General Partner
has the right to sell the Properties without the consent of the Limited Partners
if the net proceeds of the sale will be sufficient to return the Limited
Partners' Capital Contribution plus their non-compounded 10% Cumulative Annual
Return. The General Partner believes that the Partnership's cash reserves will
be sufficient to last for an additional three years, assuming no significant
increases in expenses. However, if the reserves are exhausted and the
Partnership is unable to borrow funds, the Partnership may have to sell some or
all of the Properties on unfavorable terms.
3
<PAGE> 4
The General Partner has no plans to develop the Properties, except for
activities including rezoning, land planning, market surveys and other
activities necessary to prepare the Properties for sale. There can be no
assurance that necessary funds would be available should it be desirable for the
Partnership to improve the Properties to facilitate their sale.
Liquidity and Capital Resources
At June 30, 1997, the Partnership had available cash in the amount of
$281,414. A cash reserve in the amount of $150,000 will be set aside and used to
cover the following estimated annual costs: $25,000 per year for auditing,
accounting, tax and other administrative services, $350 per year for insurance
and $18,000 per year for real estate taxes. The additional funds currently on
hand will most likely be distributed after additional sales occur. In the
General Partner's opinion, the Partnership's reserves will be sufficient for an
additional three years. However, if unforeseen expenses are incurred or if the
Properties cannot be sold within three years, the reserves may be inadequate to
cover the Partnership's operating expenses. If the reserves are exhausted, the
Partnership may have to dispose of some or all of the Properties or incur
indebtedness on unfavorable terms.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
The Partnership is not a direct party to, nor is the Partnership's
property directly the subject of, any material legal proceedings. However, on
November 6, 1992, the Commonwealth Court of Pennsylvania issued an order placing
The Fidelity Mutual Life Insurance Company ("Fidelity Mutual"), the indirect
parent of the General Partner of the Partnership, into rehabilitation under the
control and authority of the Pennsylvania Insurance Commissioner pursuant to the
provisions of the Pennsylvania Insurance Department Act, 40 P.S. Section 221.1
et seq. The Partnership is not a direct party to the order, but ownership of
the stock of (and consequently control of) the General Partner is vested in
the Insurance Commissioner pursuant to the Order.
Item 2 - Changes in Securities
There was no change in the Partnership's securities during the second
quarter of 1997.
Item 3 - Defaults Upon Senior Securities
There was no default in the payment of principal, interest, a sinking
or purchase fund installment or any other default with respect to any
indebtedness of the Partnership. The Partnership has issued no preferred stock;
accordingly, there has been no arrearages or delinquencies with respect to any
such preferred stock.
4
<PAGE> 5
Item 4 - Submission of Matters to a Vote of Security Holders
No matters were submitted to the Partners for a vote during the second
quarter of 1997.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
Reports on Form 8-K
None
Exhibits (numbered in accordance with Item 601 of Regulation S-K)
<TABLE>
<CAPTION>
Exhibit Numbers Description Page Number
- --------------- ----------- -----------
<S> <C> <C>
3.1(a) Certificate of Limited *
Partnership
3.1(b) & (4) Restated Limited Partnership **
Agreement
9 not applicable
</TABLE>
* Incorporated by reference to Exhibit 3.1 filed as part of the Exhibits
to the Partnership's Registration Statement on Form S-18, Registration
No. 33-20255.
** Incorporated by reference to Exhibit 3.2 filed as part of the
Partnership's Registration Statement on Form S-18, Registration No. 33-20255.
<TABLE>
<CAPTION>
<S> <C>
11 not applicable
12 not applicable
13 not applicable
16 not applicable
</TABLE>
5
<PAGE> 6
<TABLE>
<CAPTION>
<S> <C>
18 not applicable
19 not applicable
22 not applicable
23 not applicable
24 not applicable
25 not applicable
28 not applicable
29 not applicable
</TABLE>
6
<PAGE> 7
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
this 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/ Arthur W. Mullin President, 8/11/1997
- ----------------------------- Treasurer,
Arthur W. Mullin Director of
Southeast
Acquisitions,
Inc.
/s/ James W. Kelican, Jr. Vice President, 8/11/1997
- ----------------------------- Director of
James W. Kelican, Jr. Southeast
Acquisitions,
Inc.
7
<PAGE> 8
EXHIBIT A
SOUTHEAST ACQUISITIONS II, L.P.
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
(Unaudited)
---------- -----------
<S> <C> <C>
ASSETS
Land held for sale, net $2,287,300 $2,580,480
Cash and cash equivalents 281,414 113,292
Prepaid insurance 87 -
---------- ----------
$2,568,801 $2,693,772
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Accrued expenses $ 12,825 $ 10,903
Partners' Equity 2,555,976 2,682,869
---------- ----------
$2,568,801 $2,693,772
========== ==========
</TABLE>
1
<PAGE> 9
SOUTHEAST ACQUISITIONS II, L.P.
STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Interest income $ 6,143 $ 173 $ 7,121 $ 2,557
Gain on sale of land 1,336,274 - 1,336,274 215,288
Other income 100 350 200 758
----------- ---------- ----------- ----------
1,342,517 523 1,343,595 218,603
----------- ---------- ----------- ----------
EXPENSES:
General and administrative 5,642 3,948 13,502 9,027
Management fee - 4,686 - 9,374
Real estate taxes 4,825 4,599 9,313 9,137
Insurance 88 88 175 175
----------- ---------- ----------- ----------
10,555 13,321 22,990 27,713
----------- ---------- ----------- ----------
NET INCOME (LOSS) $ 1,331,962 $ (12,798) $ 1,320,605 190,890
Partners' equity,
Beginning of period 2,671,512 2,904,080 2,682,869 3,028,492
Capital distribution (1,447,498) - (1,447,498) (328,100)
----------- ---------- ----------- ----------
Partners' equity,
End of period $ 2,555,976 $2,891,282 $ 2,555,976 $2,891,282
=========== ========== =========== ==========
Weighted Average Number
of Limited Partnership
Units Outstanding 9,650 9,650 9,650 9,650
=========== ========== =========== ==========
Income (Loss) from Operations
per Limited Partnership
Interest $ 136.65 $ (1.31) $ 135.48 $ 19.58
=========== ========== =========== ==========
</TABLE>
2
<PAGE> 10
SOUTHEAST ACQUISITIONS II, L.P.
STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED JUNE 30
--------------------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Interest income $ 7,121 $ 2,557 $ 10,272
Gain on sale of land 1,336,274 215,288 744,007
Other income 200 758 275
----------- ---------- -----------
1,343,595 218,603 754,554
----------- ---------- -----------
EXPENSES:
General and administrative 13,502 9,027 4,440
Management fee - 9,374 9,377
Real estate taxes 9,313 9,137 10,230
Insurance 175 175 294
----------- ---------- -----------
22,990 27,713 24,341
----------- ---------- -----------
NET INCOME (LOSS) $ 1,320,605 $ 190,890 $ 730,213
Partners' equity,
Beginning of period 2,682,869 3,028,492 3,610,983
Capital distribution (1,447,498) (328,100) (1,109,750)
----------- ---------- -----------
Partners' equity,
End of period $ 2,555,976 $2,891,282 $ 3,231,446
=========== ========== ===========
Weighted Average Number
of Limited Partnership
Units Outstanding 9,650 9,650 9,650
=========== ========== ===========
Income (Loss) from Operations
per Limited Partnership
Interest $ 135.48 $ 19.58 $ 74.91
=========== ========== ===========
</TABLE>
3
<PAGE> 11
SOUTHEAST ACQUISITIONS II, L.P.
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED JUNE 30
-------------------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Proceeds from sale of land $ 1,628,777 $ 303,890 $ 811,423
Cash paid for operating expenses (20,478) (31,882) (15,441)
Interest income received 7,121 2,557 10,272
Other income received 200 758 275
----------- --------- -----------
Net cash flows (used in)
operating activities 1,615,620 275,323 806,529
Distribution to Limited Partners (1,447,498) (328,100) (1,109,750)
----------- --------- -----------
Increase (decrease) in cash 168,122 (52,777) (303,221)
Cash, beginning of period 113,292 86,137 467,018
----------- --------- -----------
Cash, end of period $ 281,414 $ 33,360 $ 163,797
=========== ========= ===========
RECONCILIATION OF NET INCOME(LOSS) TO NET CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,320,605 $ 190,890 $ 730,213
Adjustments to reconcile net income(loss)
to net cash provided by
operating activities:
Decrease in land 293,180 53,603 76,924
Increase in prepaid expenses (87) (87) (147)
Increase (decrease) in due to
affiliates - (4,688) (4,688)
Increase (decrease) in accrued
expenses 1,922 605 4,227
Increase in other liabilities - 35,000 -
Distribution to Limited Partners (1,447,498) (328,100) (1,109,750)
----------- --------- -----------
Net cash provided by (used in)
operating activities $ 168,122 $ (52,777) $ (303,221)
=========== ========= ===========
</TABLE>
4
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000829905
<NAME> SOUTHEAST ACQUISITIONS II, L.P.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 281,414
<SECURITIES> 0
<RECEIVABLES> 87
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 281,501
<PP&E> 2,287,300
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,568,801
<CURRENT-LIABILITIES> 12,825
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,555,976
<TOTAL-LIABILITY-AND-EQUITY> 2,568,801
<SALES> 1,343,595
<TOTAL-REVENUES> 1,343,595
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 22,990
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,320,605
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,320,605
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
