<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, 2000.
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
----- SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM JULY 1, 2000 TO SEPTEMBER 30, 2000.
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.)
3011 Armory Drive, Suite 310
Nashville, Tennessee 37204
(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 [ ]
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
The unaudited financial statements of Southeast Acquisitions II, L.P.
(the "Partnership") at September 30, 2000 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. At September 30, 2000, the remaining land consisted of approximately
95 acres of the Tennessee land.
The Partnership is scheduled to terminate on December 31, 2000. There
are currently no plans to extend the Partnership agreement. If there is land
remaining at December 31, 2000, the current General Partner will continue to run
operations through the liquidation mode.
Results of Operations for Third Quarter of 2000 Compared with Third
Quarter of 1999
The Partnership activities for the third quarter of 2000 and the third
quarter of 1999 were focused on the sale of Partnership property. There was no
property sold in the third quarter of 2000. During the third quarter of 1999 the
Partnership closed one sale in Greenville, South Carolina, selling approximately
18.9 acres for a sales price of $699,448.
Income during the third quarter of 2000 consisted of interest income of
$750 as compared to $4,193 of interest earned in the third quarter of 1999. The
decrease in interest earned is a result of having a lower average cash reserve
during the quarter compared to the same quarter of 1999. There was a decrease to
the cash revenue resulting from a distribution to the limited partners during
the second quarter of 2000. The Partnership also had extension fee revenue of
$4,435 during the third quarter of 2000. There were no such fees during the
third quarter of 1999.
At the close of the third quarter of 2000, the Partnership had a
contract, which was executed May 12th, to sell 51.39 acres of the Rutherford
County, Tennessee property for $50,000 per acre. The original contract has been
amended and calls for closing during November, 2000,
<PAGE> 3
but also provided for one thirty-day extension upon payment of $25,000. The
related extension fees received in the third quarter are non-refundable and
non-applicable to the purchase price. Contract contingencies could allow the
purchaser to terminate the agreement. There can be no assurance that this
transaction will close.
In addition, on May 10, 2000, the Partnership executed a contract to
sell 44 acres of its Rutherford County, Tennessee property for $100,000 per
acre. The purchaser has extended the contract to November, 2000. The purchaser
may elect to extend the due diligence period for one additional ninety-day
period upon payment of $25,000. There can be no assurance that this transaction
will close.
Expenses in the third quarter of 2000 included general and
administrative expenses of $5,277 versus $4,804 in the third quarter of 1999.
The increase was primarily due to an increase in legal fees. Real estate taxes
in the third quarter of 2000 were $61 compared to $3,341 in the third quarter of
1999. This decrease was due to the sale of land which occurred in the first
quarter of 2000 and the year 1999. Management fees of $4,750 and insurance costs
of $51 were comparable to the fees charged in the third quarter of 1999.
Inflation did not have any material impact on operations during the
third quarter of 2000, and it is not expected to materially impact future
operations.
Liquidity and Capital Resources
The Partnership has cash reserves of $110,578 at September 30, 2000,
which will be used to cover the following estimated costs: accounting fees of
$8,400, legal fees of $2,500, insurance costs of $50, property taxes of $231,
management fees of $4,750, and other administrative costs of $3,500. In the
General Partner's opinion, the Partnership's reserves will be sufficient for an
additional three months. However, if additional expenses are incurred or if the
Properties cannot be sold within the next year, 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 Property 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 third
quarter of 2000.
<PAGE> 4
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 have been no arrearages or delinquencies with respect to any
such preferred stock.
Item 4 - Submission of Matters to a Vote of Security Holders
No matters were submitted to the Partners for a vote during the third
quarter of 2000.
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, November 9, 2000
----------------------- Southern Management ----------------
Richard W. Sorenson Group, LLC
</TABLE>
<PAGE> 6
EXHIBIT A
SOUTHEAST ACQUISITIONS II, LP
BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31
2000 1999
ASSETS (Unaudited)
------------ ----------
<S> <C> <C>
Land held for sale $ 800,183 $ 962,574
Cash and cash equivalents 110,578 164,629
Receivable from sale of utility easement 17,658 17,658
Prepaid insurance 51 --
---------- ----------
$ 928,470 $1,144,861
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued expenses $ 14,479 $ 21,582
Partners' equity:
General partner 27,042 26,231
Limited partners (9,650 units outstanding) 886,949 1,097,048
---------- ----------
913,991 1,123,279
---------- ----------
$ 928,470 $1,144,861
========== ==========
</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 NINE MONTHS
ENDED SEPTEMBER 30 ENDED SEPTEMBER 30
-------------------------- -----------------------------
2000 1999 2000 1999
--------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES:
Gain on sale of land $ -- $ 39,452 $ 105,587 $ 39,519
Extension fees 4,435 -- 4,435 --
Interest income 750 4,193 4,234 13,706
Other income -- -- 500 50
--------- ---------- ----------- -----------
5,185 43,645 114,756 53,275
--------- ---------- ----------- -----------
EXPENSES:
General and administrative 5,277 4,804 18,356 21,003
Management fee 4,750 4,750 14,250 14,250
Real estate taxes 61 3,341 828 14,105
Insurance 51 192 153 576
Delaware franchise & excise tax -- -- 100 330
--------- ---------- ----------- -----------
10,139 13,087 33,687 50,264
--------- ---------- ----------- -----------
NET INCOME (LOSS) (4,954) 30,558 81,069 3,011
Partners' equity,
Beginning of period 918,945 1,808,617 1,123,279 2,296,351
--------- ---------- ----------- -----------
Capital distribution -- -- (290,357) (460,187)
Partners' equity,
End of period $ 913,991 $1,839,175 $ 913,991 $ 1,839,175
========= ========== =========== ===========
Weighted average number
of limited partnership
units outstanding 9,650 9,650 9,650 9,650
========= ========== =========== ===========
Income (loss) from operations
per limited partnership
interest $ (0.51) $ 3.14 $ 8.32 $ 0.31
========= ========== =========== ===========
</TABLE>
See notes to financial statements.
<PAGE> 8
EXHIBIT A
SOUTHEAST ACQUISITIONS II, LP
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS
ENDED SEPTEMBER 30
-------------------------
2000 1999
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Proceeds from sale of land $ 267,978 $ 751,016
Extension fee income 4,435 --
Interest income received 4,234 13,706
Other income received 500 50
Cash paid for operating expenses (40,841) (36,210)
--------- ---------
Net cash provided by
operating activities 236,306 728,562
CASH FLOWS FROM FINANCING ACTIVITIES:
Distribution to limited partners (290,357) (460,187)
--------- ---------
(Decrease) increase in cash (54,051) 268,375
Cash, beginning of period 164,629 632,128
--------- ---------
Cash, end of period $ 110,578 $ 900,503
========= =========
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
Net income $ 81,069 $ 3,011
Adjustments to reconcile net income
to net cash provided by
operating activities:
Gain on sale of land (105,587) (39,518)
Net proceeds from sale of land 267,978 751,016
Decrease in accounts payable and accrued expenses (7,103) (26,233)
Increase in prepaid expenses (51) (192)
Decrease in accounts receivable -- 40,478
--------- ---------
Net cash provided by operating
activities $ 236,306 $ 728,562
========= =========
</TABLE>
See notes to financial statements.
<PAGE> 9
SOUTHEAST ACQUISITIONS II, LP
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Nine Months Ended September 30, 2000
(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, 1999. 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 nine-month period ended September 30, 2000 may not be
indicative of the results that may be expected for the year ending December
31, 2000.
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 nine months were as follows:
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Management Fees $14,250 $14,250
Reimbursements $ 1,579 $ 2,832
Commissions $ 7,453 $39,120
</TABLE>
