<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, 1999.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM APRIL 1, 1999 TO
JUNE 30, 1999.
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
incorporation or organization) (I.R.S. Employer Identification No.)
301 South Perimeter Park Drive
Nashville, Tennessee 37211
(Address of Principal Executive Offices)
Issuer's Telephone Number: 615-834-0872
--------------
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 [ ]
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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 June 30, 1999 are attached hereto as Exhibit A.
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 l35 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 for Second Quarter of 1999 Compared with Second
Quarter of 1998
The Partnership activities for the second quarter of 1999 and the
second quarter of 1998 were focused on the sale of Partnership property. During
the second quarter of 1999 the Partnership closed one sale in Henry County,
Georgia, selling 69.122 acres for $138,244. This sale, after commission and
closing costs, netted the Partnership $124,251. At the close of the second
quarter of 1999 the Partnership had a contract, executed April 27th, to sell
12.91 acres of its Rutherford County, Tennessee property for $90,000 per acre.
The contract calls for closing during the third quarter of 1999, but there are
contingencies which could delay the closing and/or allow the Purchaser to
terminate. There can be no assurance that this transaction will close.
At the close of the second quarter of 1999 the Partnership had a
contract, executed April 30th, to sell 51.39 acres of its Rutherford County,
Tennessee property for $50,000 per acre. The contract calls for closing during
the third quarter of 1999, but there are contract terms which allow the
Purchaser to extend the closing for up to 60 days. There are also contract
contingencies which could allow the Purchaser to terminate the agreement. There
can be no assurance that this transaction will close.
At the close of the second quarter of 1999 the Partnership had a
contract of May 21, 1999 to sell all its remaining land, 21.7 acres, in
Greenville, South Carolina for $37,000 per acre. The contract calls for closing
August 16, 1999, but the Purchaser has the right to extend the closing date to
September 15, 1999 upon payment of a non-refundable deposit of $10,000. There
can be no assurance that this transaction will close. During the second quarter
of 1998 the Partnership closed two sales, both in Greenville (Simpsonville)
South Carolina, which were .277 acres for
<PAGE> 3
$27,700 and 1.9 acres for $315,000. These two sales, after commissions and
closing costs, netted the Partnership $309,088.
Expenses in the second quarter of 1999 included general and
administrative expenses of $11,013 versus $19,690 in the second quarter of 1998.
The decrease was primarily due to decreased legal and accounting fees. Real
estate taxes in the second quarter of 1999 were $5,250 compared to $10,290 in
the second quarter of 1998. This decrease was due to the sale of land in 1998.
Management fees of $4,750 and insurance premiums of $192 was comparable to the
fees charged in the second quarter of 1998. The Partnership also paid 1999
Delaware franchise and excise tax fees of $100.
Inflation did not have any material impact on operations during the
second quarter of 1999 and it is not expected to materially impact future
operations.
Liquidity and Capital Resources
After making a $386,000 distribution to the limited partners, the
Partnership had cash reserves of $276,225 at June 30, 1999, which will be used
to cover the following estimated annual costs: accounting fees of $12,500, legal
fees of $5,000, insurance premiums of $770, property taxes of $22,056,
management fees of $19,000, and other administrative costs of $7,000. In the
General Partner's opinion, the Partnership's reserves will be sufficient for an
additional two years. However, if additional expenses are incurred or if the
Properties cannot be sold within two 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
None
Item 2 - Changes in Securities
There were no changes in the Partnership's securities during the second
quarter of 1999.
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.
<PAGE> 4
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 1999.
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>
27 Financial Data Schedule (for SEC use only)
</TABLE>
<PAGE> 5
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, July 30, 1999
- ----------------------------- Southern Management -------------
Richard W. Sorenson Group, LLC
</TABLE>
<PAGE> 6
EXHIBIT A
SOUTHEAST ACQUISITIONS II, LP
BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30 December 31,
1999 1998
(Unaudited)
---------- ----------
<S> <C> <C>
ASSETS
Land held for sale $1,477,900 $1,602,084
Cash and cash equivalents 276,225 632,129
Escrow - sewer construction 88,406 88,406
Property tax reimbursement due from purchase of land 0 26,631
Prepaid insurance 384 --
---------- ----------
$1,842,915 $2,349,250
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued expenses $ 34,298 $ 52,899
Partners' equity:
General partner 25,847 26,122
Limited partners (9,650 units outstanding) 1,782,770 2,270,229
---------- ----------
1,808,617 2,296,351
---------- ----------
$1,842,915 $2,349,250
========== ==========
</TABLE>
See notes to financial statements.
<PAGE> 7
EXHIBIT A
SOUTHEAST ACQUISITIONS II, LP
STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
----------------------------- -----------------------------
1999 1998 1999 1998
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Gain on sale of land $ 67 $ 249,211 $ 67 $ 249,211
Interest income 5,043 4,639 9,513 8,294
Other income -- -- 50 --
----------- ---------- ----------- ----------
5,110 253,850 9,630 257,505
----------- ---------- ----------- ----------
EXPENSES:
General and administrative 11,013 19,690 16,199 35,512
Management fee 4,750 4,750 9,500 9,500
Real estate taxes 5,250 10,290 10,764 20,983
Insurance 192 211 384 422
Delaware franchise & excise tax 100 -- 330 --
----------- ---------- ----------- ----------
21,305 34,941 37,177 66,417
----------- ---------- ----------- ----------
NET INCOME (LOSS) (16,195) 218,909 (27,547) 191,088
Partners' equity,
Beginning of period 2,284,999 2,439,097 2,296,351 2,466,918
----------- ---------- ----------- ----------
Capital distribution (460,187) -- (460,187) --
Partners' equity,
End of period $ 1,808,617 $2,658,006 $ 1,808,617 $2,658,006
=========== ========== =========== ==========
Weighted average number
of limited partnership
units outstanding 9,650 9,650 9,650 9,650
=========== ========== =========== ==========
Income (loss) from operations
per limited partnership
interest $ (1.66) $ 22.46 $ (2.83) $ 19.60
=========== ========== =========== ==========
</TABLE>
See notes to financial statements.
<PAGE> 8
EXHIBIT A
SOUTHEAST ACQUISITIONS II, LP
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED JUNE 30
--------------------------
1999 1998
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Proceeds from sale of land $ 124,251 $ 309,088
Interest income received 9,513 8,294
Other income received 50 --
Cash paid for operating expenses (29,530) (200,560)
--------- ---------
Net cash provided by
operating activities 104,284 116,822
CASH FLOWS FROM FINANCING ACTIVITIES:
Distribution to limited partners (460,187) --
--------- ---------
Decrease (increase) in cash (355,903) 116,822
Cash, beginning of period 632,128 344,476
--------- ---------
Cash, end of period $ 276,225 $ 461,298
========= =========
RECONCILIATION OF NET LOSS (INCOME) TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
Net loss (income) $ (27,547) $ 191,088
Adjustments to reconcile net loss (income)
to net cash provided by
operating activities:
Gain on sale of land (67) (249,211)
Net proceeds from sale of land 124,252 309,088
Decrease in accounts payable and accrued expenses (18,601) (20,767)
Increase in prepaid expenses (384) (422)
Decrease in payable to affiliate -- (13,954)
Decrease in other liabilities -- (99,000)
Decrease in accounts receivable 26,631 --
--------- ---------
Net cash provided by operating
activities $ 104,284 $ 116,822
========= =========
</TABLE>
See notes to financial statements.
<PAGE> 9
SOUTHEAST ACQUISITIONS II, LP
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Six Months Ended June 30, 1999
(Unaudited)
A. ACCOUNTING POLICIES
The unaudited financial statements presented herein have been prepared
in accordance with the instructions to Form 10-Q and do not include all
of the information and note disclosures required by generally accepted
accounting principles. These statements should be read in conjunction
with the financial statements and notes thereto included in the
Partnership's Form 10-K for the year ended December 31, 1998. In the
opinion of management, such financial statements include all
adjustments, consisting only of normal recurring adjustments, necessary
to summarize fairly the Partnership's financial position and results of
operations. The results of operations for the six-month period ended
June 30, 1999 may not be indicative of the results that may be expected
for the year ending December 31, 1998.
B. RELATED PARTY TRANSACTIONS
The General Partner and its affiliates have been actively involved in
managing the Partnership's operations. Compensation earned for these
services in the first six months were as follows:
<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Management Fees $9,500 $9,500
Accounting Fees -- --
Transfer Fees $ 200 $ 500
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF SOUTHEAST ACQUISITIONS II, L.P. FOR THE SIX MONTHS ENDED
JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 364,631
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 384
<PP&E> 1,477,900
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,842,915
<CURRENT-LIABILITIES> 34,298
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,808,617
<TOTAL-LIABILITY-AND-EQUITY> 1,842,915
<SALES> 67
<TOTAL-REVENUES> 9,630
<CGS> 0
<TOTAL-COSTS> 37,177
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (27,547)
<INCOME-TAX> 0
<INCOME-CONTINUING> (27,547)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (27,547)
<EPS-BASIC> (2.83)
<EPS-DILUTED> (2.83)
</TABLE>
