<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 September 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
--- ---
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PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
The unaudited financial statements of Southeast Acquisitions II, L.P.
(the "Partnership") at September 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 September
30, 1997, and the results of its operations and cash flows for the nine months
ended September 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 third quarter of 1997 were
primarily focused on selling the properties. Revenues for the third quarter of
1997 consisted of interest income of $4,770 and partnership transfer fees of
$275. Expenses for the third quarter of 1997 consisted of general and
administrative costs of $41,925, real estate taxes of $23,104 and insurance
costs of $87. General and administrative costs include a $40,000 accrual for
legal and printing costs related to the proxy statement discussed in Part II,
Item 4 and 5.
During the third quarter of 1996, the Partnership sold 7 acres of the
Greenville, South Carolina property for a gain of $524,409. Revenues for the
third quarter of 1996 consisted of interest income of $1,160 and partnership
transfer fees of $ 2,247. Expenses for the third quarter of 1996 consisted of
general and administrative costs of $5,415, real estate taxes of $5,570 and
insurance costs of $88.
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During the third quarter of 1995, the Partnership sold 4 acres of the
Nashville, Tennessee parcel for a net profit of $172,254 and 25 acres of the
Henry County, Georgia parcel for a net loss of $6,060. Revenues for the third
quarter of 1995 consisted of interest income of $3,066 and partnership transfer
fees of $350. Expenses for the third quarter of 1995 consisted of general and
administrative costs of $4,978, management fees of $4,688, real estate taxes of
$4,074 and insurance costs of $146.
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.
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.
3
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Inflation did not have any material impact on operations during 1997
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 Southern
Management Group, Inc., the new General Partner of the Partnership (See Part II,
Items 4 and 5). The General new Partner has the right to sell the Properties
without the consent of the Limited Partners unless the sale involves more than
60% of the acreage held as of September 22, 1997 in a single transaction and the
consideration is less than the Acquisition Cost of the assets sold.
The General new 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 September 30, 1997, the Partnership had available cash in the amount
of $385,459. A cash reserve in the amount of $225,000 has been 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 $43,000 per year for real estate taxes. At September 30, 1997, the
Partnership accrued an additional $40,000 (1997 only) expense for legal and
printing fees related to the proxy discussed in Part II, Item 4 and 5. The
additional funds currently on hand will most likely be distributed after
additional sales occur. In the new General Partner's opinion, the Partnership's
reserves will be sufficient for a an additional two years. However, if
unforeseen expenses are incurred or the Partnership goes forward with
infrastructure improvements to the Properties, 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
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<PAGE> 5
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 Southeast Acquisitions, Inc. the old 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 old General Partner is vested in the Insurance
Commissioner pursuant to the Order. Effective November 5, 1997, the old General
Partner was replaced by the new General Partner (see Part II, Items 4 and 5).
The new General Partner is not a party to or otherwise involved in the old
General Partner's rehabilitation proceedings.
Item 2 - Changes in Securities
There was no change in the Partnership's securities during the third
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.
Item 4 - Submission of Matters to a Vote of Security Holders
Matters were submitted to the Partners for a vote during the third
quarter of 1997.
On September 22, 1997, the old General Partner mailed to the
Limited Partners of the Partnership the following:
1) a letter soliciting their votes on two sets of alternative
amendments;
2) a notice of Special Meeting of the Limited Partners on
November 5, 1997;
3) a Proxy Statement detailing the two sets of alternative
amendments to be voted on at the Special Meeting; and
4) a Proxy Card
The first alternative amendments proposed the following
modifications to the Partnership Agreement:
1) extend the Partnership until December 31, 2000
2) substitute a new general partner
3) authorize new fees, commissions and rights to sell
Partnership properties for the new general partner
4) give the new general partner the exclusive right to sell
Partnership properties
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<PAGE> 6
5) modify the Limited Partners' rights to consent to certain
sales of Partnership properties
The second alternative amendments proposed the following
modifications to the Partnership Agreement:
1) extend the Partnership until December 31, 2000
2) retain the General Partner
3) authorize new fees, commissions and rights to sell
Partnership properties for the General Partner
4) give the General Partner the exclusive right to sell
Partnership properties
5) eliminate the Limited Partners' rights to consent to
certain sales of Partnership properties
Item 5 - Other Information
At the Special Meeting on November 5, 1997, the first set of
alternative amendments described above received the requisite vote to
be adopted and as a result of their adoption the following
modifications to the Partnership Agreement were effective as of
November 5, 1997:
- The termination date for the Partnership was extended until
December 31, 2000;
- Southern Management Group, LLC a Tennessee Limited Liability
Company, was substituted for Southeast Acquisitions, Inc. as
the General Partner. Southern Management Group, LLC is
located in Nashville, Tennessee at the following address:
Southern Management Group, LLC
c/o Southeast Venture Corporation, Inc.
301 South Perimeter Park Drive
Suite 115
Nashville, TN 37211
- SMG can act as broker for the Partnership and earn
commissions on sales of the Properties up to a maximum of
10% which is the maximum commission which can be paid in
total on any sale;
- Additionally SMG is to be paid management fees of $19,000
per year;
- SMG has now been given the exclusive right to sell the
properties; and SMG can only sell 60% or more of the acreage
held as of September 22, 1997 in a single transaction if it
receives consideration equal to or greater than the
Acquisition Costs of the assets sold. Otherwise it must
obtain the consent of the majority in interest of the
Limited Partners.
Item 6 - Exhibits and Reports on Form 8-K
Reports on Form 8-K
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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.
11 not applicable
12 not applicable
13 not applicable
16 not applicable
18 not applicable
19 not applicable
22 not applicable
23 not applicable
24 not applicable
25 not applicable
7
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27 Financial Data Schedule
28 not applicable
29 not applicable
8
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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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ RICHARD W. SORENSON Member of
- ----------------------- Southern 11/11 1997
Richard W. Sorenson Management -------
Group, LLC
</TABLE>
9
<PAGE> 10
EXHIBIT A
SOUTHEAST ACQUISITIONS II, L.P.
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30,
1997 December 31,
(Unaudited) 1996
------------ ------------
<S> <C> <C>
Land held for sale, net $ 2,287,300 $ 2,580,480
Cash and cash equivalents 385,459 113,292
------------ ------------
$ 2,672,759 $ 2,693,772
============ ============
</TABLE>
LIABILITIES AND PARTNERS' EQUITY
<TABLE>
<S> <C> <C>
Accrued expenses $ 77,854 $ 10,903
Other (Construction Payable) 99,000 -
Partners' Equity 2,495,905 2,682,869
------------ ------------
$ 2,672,759 $ 2,693,772
============ ============
</TABLE>
1
<PAGE> 11
SOUTHEAST ACQUISITIONS II, L.P.
STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
REVENUES:
Interest income $ 4,770 $ 1,160 $ 11,891 $ 3,717
Gain on sale of land - 524,409 1,336,274 739,697
Other income 275 2,247 475 3,005
------------- ------------- ------------- -------------
5,045 527,816 1,348,640 746,419
------------- ------------- ------------- -------------
EXPENSES:
General and administrative 41,925 5,415 55,427 14,442
Management fee - - - 9,374
Real estate taxes 23,104 5,570 32,417 14,707
Insurance 87 87 262 262
------------- ------------- ------------- -------------
65,116 11,072 88,106 38,785
------------- ------------- ------------- -------------
NET INCOME (LOSS) $ (60,071) $ 516,744 $ 1,260,534 707,634
Partners' equity,
Beginning of period 2,555,976 2,891,282 2,682,869 3,028,492
Capital distribution - - (1,447,498) (328,100)
------------- ------------- ------------- -------------
Partners' equity,
End of period $ 2,495,905 $ 3,408,026 $ 2,495,905 $ 3,408,026
============= ============= ============= =============
Weighted Average Number
of Limited Partnership
Units Outstanding 9,650 9,650 9,650 9,650
============= ============= ============= =============
Income (Loss) from Operations
per Limited Partnership
Interest $ (6.17) $ 53.01 $ 129.31 $ 72.59
============= ============= ============= =============
</TABLE>
2
<PAGE> 12
SOUTHEAST ACQUISITIONS II, L.P.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER 30
-----------------------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Interest income $ 11,891 $ 3,717 $ 13,338
Gain on sale of land 1,336,274 739,697 920,590
Other income 475 3,005 625
------------ ------------ ------------
1,348,640 746,419 934,553
------------ ------------ ------------
EXPENSES:
Loss on sale of land - - 10,389
General and administrative 55,427 14,442 9,418
Management fee - 9,374 14,065
Real estate taxes 32,417 14,707 14,304
Insurance 262 262 440
------------ ------------ ------------
88,106 38,785 48,616
------------ ------------ ------------
NET INCOME (LOSS) $ 1,260,534 $ 707,634 $ 885,937
============ ============ ============
</TABLE>
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<PAGE> 13
SOUTHEAST ACQUISITIONS II, L.P.
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS
ENDED SEPTEMBER 30
--------------------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Proceeds from sale of land $ 1,628,777 $ 996,276 $ 1,111,474
Cash paid for operating expenses (20,478) (41,226) (35,858)
Interest income received 11,891 3,717 13,338
Other income received 475 3,005 625
Construction deposit 99,000 - -
------------ ------------ ------------
Net cash flows (used in)
operating activities 1,719,665 961,772 1,089,579
Distribution to Limited Partners (1,447,498) (328,100) (1,447,500)
Increase (Decrease) in cash 272,167 633,672 (357,921)
Cash, beginning of period 113,292 86,137 467,018
------------ ------------ ------------
Cash, end of period $ 385,459 $ 719,809 $ 109,097
============ ============ ============
</TABLE>
RECONCILIATION OF NET INCOME(LOSS) TO NET CASH FLOWS FROM OPERATING ACTIVITIES:
<TABLE>
<S> <C> <C> <C>
Net income (loss) $ 1,260,534 $ 707,634 $ 885,937
Adjustments to reconcile net income(loss)
to net cash provided by
operating activities:
Decrease in land 293,180 256,516 201,272
Increase (decrease) in due to
affiliates - (4,688) (4,688)
Increase (decrease) in accrued
expenses 66,951 2,310 7,058
Increase in Construction Payable 99,000 -
Distribution to Limited Partners (1,447,498) (328,100) (1,447,500)
------------ ------------ ------------
Net cash provided by (used in)
operating activities $ 272,167 $ 633,672 $ (357,921)
============ ============ ============
</TABLE>
4
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000829905
<NAME> SOUTHEAST ACQUISITIONS II, L.P.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 385,459
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 385,459
<PP&E> 2,287,300
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,672,759
<CURRENT-LIABILITIES> 176,854
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,495,905
<TOTAL-LIABILITY-AND-EQUITY> 2,672,759
<SALES> 5,045
<TOTAL-REVENUES> 5,045
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 65,116
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (60,071)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (60,071)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
