United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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
or
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: 0-11027
SOUTHERN TIMBER PARTNERS I
Exact Name of Registrant as Specified in its Charter
Georgia
State or Other Jurisdiction of 56-1303554
Incorporation or Organization I.R.S. Employer Identification No.
3 World Financial Center, 29th Floor,
New York, NY Attn.: Andre Anderson 10285
Address of Principal Executive Offices Zip Code
(212) 526-3237
Registrant's Telephone Number, Including Area Code
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 ____
Balance Sheets At June 30, At December 31,
1997 1996
Assets
Timber and timberland, at cost: $ -- $ 6,987,505
Less accumulated depletion -- (2,806,428)
Net timber and timberland -- 4,181,077
Cash and cash equivalents 492,514 431,448
Prepaid insurance 5,562 2,450
Due from related parties 10,058 10,058
Investment in joint venture 1,419,412 1,426,609
Total Assets $ 1,927,546 $ 6,051,642
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 26,213 $ 14,400
Due to affiliates 122,371 136,129
Total Liabilities 148,584 150,529
Partners' Capital (Deficit):
General Partner (98,348) (57,127)
Limited Partners (40,000 units outstanding) 1,877,310 5,958,240
Total Partners' Capital 1,778,962 5,901,113
Total Liabilities and Partners' Capital $ 1,927,546 $ 6,051,642
Statement of Partners' Capital (Deficit)
For the six months ended June 30, 1997
General Limited
Partner Partners Total
Balance at December 31, 1996 $ (57,127) $ 5,958,240 $ 5,901,113
Cash distributions (40,404) (4,000,000) (4,040,404)
Net loss (817) (80,930) (81,747)
Balance at June 30, 1997 $ (98,348) $ 1,877,310 $ 1,778,962
Statements of Operations
Three months Six Months
ended June 30, ended June 30,
1997 1996 1997 1996
Income
Loss on sales of timberland $ (23,777) $ -- $ (23,777) $ --
Interest 22,136 22,210 27,606 44,881
Other 835 2,570 1,660 2,810
Total Income (806) 24,780 5,489 47,691
Expenses
Property operating 7,937 17,979 26,069 37,438
General and administrative 24,508 12,646 53,970 30,964
Total Expenses 32,445 30,625 80,039 68,402
Loss from operations (33,251) (5,845) (74,550) (20,711)
Other Loss
Loss from joint venture (2,877) (2,040) (7,197) (4,106)
Net Loss $ (36,128) $(7,885) $(81,747) $ (24,817)
Net Loss Allocated:
To the General Partner $ (361) $ (79) $ (817) $ (248)
To the Limited Partners (35,767) (7,806) (80,930) (24,569)
$ (36,128) $(7,885) $(81,747) $ (24,817)
Per limited partnership unit
(40,000 outstanding) $(.89) $(.20) $(2.02) $(.61)
Statements of Cash Flows
For the six months ended June 30, 1997 1996
Cash Flows From Operating Activities
Net loss $ (81,747) $ (24,817)
Adjustments to reconcile net loss to net cash
used for operating activities:
Loss on sales of timberland 23,777 --
Loss from joint venture 7,197 4,106
Increase (decrease) in cash arising from changes in
operating assets and liabilities:
Prepaid insurance (3,112) (575)
Due from related parties -- 8,250
Accounts payable and accrued expenses 11,813 4,246
Due to affiliates (13,758) (65,845)
Net cash used for operating activities (55,830) (74,635)
Cash Flows From Investing Activities
Proceeds from land sales 4,157,300 --
Net cash provided by investing activities 4,157,300 --
Cash Flows From Financing Activities
Distributions (4,040,404) --
Net cash used for financing activities (4,040,404) --
Net increase (decrease) in cash
and cash equivalents 61,066 (74,635)
Cash and cash equivalents, beginning of period 431,448 1,683,209
Cash and cash equivalents, end of period $ 492,514 $1,608,574
Notes to the Financial Statements
The unaudited interim financial statements should be read in
conjunction with the Partnership's annual 1996 audited financial
statements within Form 10-K.
The unaudited financial statements include all adjustments which
are, in the opinion of management, necessary to present a fair
statement of financial position as of June 30, 1997 and the
results of operations for the three and six months ended June 30,
1997 and 1996, cash flows for the six months ended June 30, 1997
and 1996 and the statement of partners' capital (deficit) for the
six months ended June 30, 1997. Results of operations for the
period are not necessarily indicative of the results to be
expected for the full year.
The following significant events have occurred subsequent to
fiscal year 1996, which require disclosure in this interim report
per Regulation S-X, Rule 10-01, Paragraph (a)(5).
On April 18, 1997, the Partnership completed a sale of
approximately 1,290 acres of the Estes Tract to the State of
Florida for net proceeds of $1,178,870 and a net gain of
approximately $8,000.
On June 19, 1997, the Partnership completed a sale of
approximately 4,657 acres of the Estes Tract to the State of
Florida for net proceeds of $2,978,430 and a net loss of
approximately $32,000.
Part I, Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Liquidity and Capital Resources
On April 18, 1997, the Partnership completed a sale of
approximately 1,290 acres of the Estes Tract to the State of
Florida for net proceeds of $1,178,870 and a net gain of
approximately $8,000. On June 19, 1997, the Partnership
completed a sale of approximately 4,657 acres of the Estes Tract
to the State of Florida for net proceeds of $2,978,430 and a net
loss of approximately $32,000.
The Partnership's sole remaining timberland asset is a 24%
interest in a joint venture (the "Joint Venture") which owns the
Laurel View Tract, a 1,709 acre tract located near Savannah,
Georgia. The remaining 76% interest in the Joint Venture is
owned by an affiliated partnership, Southern Timber Partners 2.
The partnerships began actively marketing the parcel for sale,
and during 1996 engaged the services of CB Commercial, a national
commercial real estate brokerage firm. The General Partner has
been in discussions with several possible buyers, but to date, no
final agreements have been reached. Although the Partnership
will attempt to sell the Laurel View Tract during 1997, there can
be no assurance a sale will occur within this time frame or that
any particular price will be obtained.
On June 30, 1997, the Partnership paid a cash distribution to the
limited partners in the amount of $4,000,000, or $100 per Unit,
representing proceeds from the sale of the 1,290 acre and 4,657
acre portions of the Estes Tract.
At June 30, 1997, the Partnership's cash balance totaled
$492,514, compared to $431,448 at December 31, 1996. The
increase is primarily due to proceeds, after distributions to the
limited partners, relating to the sale of the 1,290 acre and
4,657 acre portions the Estes Tract, as discussed below. The
Partnership's cash balance, along with funds generated from
future sales of timberland from the Joint Venture, are expected
to provide sufficient liquidity to enable the Partnership to meet
its operating expenses.
Accounts payable and accrued expenses totaled $26,213 at
June 30, 1997, compared to $14,400 at December 31, 1996. The
higher balance in 1997 is primarily the result of higher general
and administrative expenses as discussed below in the section
titled "Results of Operations."
Due to affiliates totaled $122,371 at June 30, 1997, compared to
$136,129 at December 31, 1996. The decrease is primarily due to
the timing of payments. The decrease is also due to lower
administrative fees as a result of the sale of the Estes Tract,
as discussed below.
Results of Operations
The Partnership's operations resulted in net losses of $36,128
and $81,747 for the three and six months ended June 30, 1997,
respectively, compared to net losses of $7,885 and $24,817 for
the corresponding periods in 1996. The increase in net losses is
primarily attributable to the loss on sales of timberland, higher
general and administrative expenses and to a lesser extent, a
decrease in other income, which was partially offset by lower
property operating expenses. The increase for the six-month
period in 1997 is also attributable to an increase in the loss
from joint venture and a decrease in interest income.
The Partnership generated total income of $(806) and $5,489 for
the three and six months ended June 30, 1997, respectively,
compared to total income of $24,780 and $47,691 for the
corresponding periods in 1996. The decreases in total income for
the 1997 periods are primarily attributable to the loss on sales
of timberland. The decrease for the six-month period is also
attributable to a decrease in interest income. Interest income
totaled $22,136 and $27,606 for the three and six months ended
June 30, 1997, respectively, compared to $22,210 and $44,881 for
the corresponding periods in 1996. The decreases are primarily
the result of a lower average cash balances in 1997.
Property operating expenses were $7,937 and $26,069 for the three
and six months ended June 30, 1997, respectively, compared to
$17,979 and $37,438 for the corresponding periods in 1996. The
decreases are due to the sale of the Estes Tract.
Total expenses were $32,445 and $80,039 for the three and six
months ended June 30, 1997, compared to $30,625 and $68,402 for
the corresponding periods in 1996. The increases are primarily
the result of higher general and administrative expenses, which
were partially offset by lower property operating expenses.
General and administrative expenses for the three and six months
ended June 30, 1997 were $24,508 and $53,970, respectively,
compared to $12,646 and $30,964 for the same periods in 1996.
During the 1997 periods, certain expenses incurred by an
unaffiliated third party service provider in servicing the
Partnership, which were voluntarily absorbed by affiliates of the
General Partner in prior periods, were reimbursable to the
General Partner and its affiliates.
The Partnership recognized losses from joint venture of $2,877
and $7,197 for the three and six months ended June 30, 1997,
respectively, compared with losses from joint venture of $2,040
and $4,106 for the corresponding periods in 1996. The increased
losses from joint venture are mainly attributable to the payment
of joint venture general and administrative expenses in 1997,
whereas no such costs were incurred during 1996.
Part II Other Information
Items 1-5 Not applicable.
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits -
(27) Financial Data Schedule
(b) Reports on Form 8-K - filed in the second
quarter of fiscal 1997:
On May 12, 1997, the Partnership filed a Form 8-K
reporting that on April 18, 1997, the Partnership
executed a sale to the State of Florida.
On July 9, 1997, the Partnership filed a Form 8-K
reporting that on June 19, 1997, the Partnership
executed a sale to the State of Florida.
SIGNATURES
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.
SOUTHERN TIMBER PARTNERS I
BY: Southern Timber Resources Corp.
General Partner
Date: August 13, 1997 BY: /s/ Paul L. Abbott
Director and Chief Executive Officer
Date: August 13, 1997 BY: /s/ Robert J. Hellman
President and Chief Financial Officer
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