SOUTHEASTERN INCOME PROPERTIES LIMITED PARTNERSHIP
10-Q, 1995-05-15
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended March 31, 1995          Commission File Number 0-16848
                      --------------                                 -------



               SOUTHEASTERN INCOME PROPERTIES LIMITED PARTNERSHIP


             Virginia                                      54-1350850           
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)



  One International Place, Boston, MA                                02110     
(Address of principal executive offices)                           (Zip Code)


Registrant's telephone number, including area code     (617) 330-8600




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>



BALANCE SHEETS



<TABLE>
                                                                               March 31,        December 31,
                                                                                 1995               1994
(Note 1)                                                                     (Unaudited)          (Audited)
- -------------------------------------------------------------------------------------------------------------------


                                     ASSETS

<S>                                                                        <C>                 <C>         
Investment in rental property
   Land                                                                    $  1,817,097        $  1,817,097
   Buildings and building improvements                                       18,589,357          18,559,530
   Personal property                                                          3,447,566           3,433,316
                                                                           ------------        ------------
                                                                             23,854,020          23,809,943

   Less accumulated depreciation                                              9,545,281           9,351,107
                                                                           ------------        ------------
                                                                             14,308,739          14,458,836
                                                                           ------------        ------------

   Cash                                                                         309,617             248,928
   Tenant security deposits                                                     138,349             131,230
   Loan costs, net of accumulated amortization
     of $224,310 and $213,447                                                    79,837              90,700
   Other assets                                                                 587,374             545,147
                                                                           ------------        ------------
                                                                              1,115,177           1,016,005
                                                                           ------------        ------------
                                                                           $ 15,423,916        $ 15,474,841
                                                                           ============        ============
</TABLE>

                       LIABILITIES AND PARTNERS' CAPITAL

<TABLE>
<S>                                                                         <C>                 <C>         
Liabilities applicable to investment in rental property                     $ 8,106,534         $ 8,118,227
   Mortgages payable
Other liabilities
   Accounts payable                                                              56,815              54,712
   Accrued interest payable                                                      66,020              66,020
   Rents received in advance                                                     14,086              18,222
   Tenant security deposits                                                     129,756             146,769
   Other liabilities                                                            139,684             195,345
                                                                            -----------         -----------
Total liaibilities                                                            8,512,895           8,599,295

Partners' Capital
   Limited Partners unit holders' 50,000 Units
   authorized and outstanding                                                 7,442,629           7,412,475
   Special Limited Partner                                                     (492,939)           (497,906)
   General Partner                                                              (38,669)            (39,023)
                                                                            -----------         ----------- 
   Total Partners' Capital                                                    6,911,021           6,875,546
                                                                            -----------         -----------
Total liabilities and partners' capital                                     $15,423,916         $15,474,841
                                                                            ===========         ===========
</TABLE>

                       See notes to Financial Statements.

<PAGE>



PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
STATEMENTS OF OPERATIONS




<TABLE>
Three Months Ended March 31, 1995 and 1994
(Unaudited) (Note 1)                                                            1995                 1994


<S>                                                                         <C>                 <C>        
Income
   Rental                                                                   $   957,162         $   857,514
   Interest income                                                                1,529                 956
   Other income                                                                  54,210              42,450
                                                                            -----------         -----------
                                                                              1,012,901             900,920
                                                                            -----------         -----------


Expenses
   Leasing                                                                       27,618              36,353
   General and administrative                                                    63,701              59,774
   Management fees                                                               58,637              53,199
   Utilities                                                                    109,968             100,455
   Repairs and maintenance                                                      166,045             201,324
   Insurance                                                                     43,800              39,718
   Taxes                                                                         79,013              88,857
                                                                            -----------         -----------
Total operating expenses                                                        548,782             579,680

Other expenses
   Partnership expenses                                                          29,317              34,869
   Interest expense                                                             194,290             195,354
   Depreciation and amortization                                                205,037             195,063
                                                                            -----------         -----------
                                                                                977,426           1,004,966
Total expenses

Net income (loss)                                                            $   35,475        $   (104,046)
                                                                             ==========        ============ 

Net income (loss) allocated to General Partner                              $       354       $      (1,040)
                                                                            ===========       ============= 

Net income (loss) allocated to Limited Partner unit holders'                $    30,154        $   (103,006)
                                                                            ===========        ============ 

Net income (loss) allocated to Special Limited Partner                      $     4,967     $          -
                                                                            ===========     ============

Net income (loss) allocated to each unit                                   $        .60       $       (2.06)
                                                                           ============       ============= 

Weighted average number of units outstanding                                     50,000              50,000
                                                                            ===========        ============

</TABLE>
                       See notes to Financial Statements.

<PAGE>



STATEMENTS OF CASH FLOWS



<TABLE>
For the Three Months Ended
March 31, 1995 and 1994 (Unaudited)                                                 1995            1994




Cash flow from operating activities:

<S>                                                                           <C>                 <C>       
Net income (loss)                                                             $  35,475           $(104,046)
   Adjustments to reconcile net loss to
     net cash provided by (used in) operating activities:
   Depreciation and amortization                                                205,037             195,063
        Changes in assets and liabilities:
        Increase in security deposits cash                                       (7,119)             (7,783)
        (Increase) decrease in other assets                                     (42,227)             18,868
        Increase (decrease) in accounts payable                                   2,103             (34,350)
        Decrease in prepaid rent                                                 (4,136)               -
        (Decrease) increase in tenant security deposits                         (17,013)              6,856
        Decrease in other liabilities                                           (55,661)            (99,430)
                                                                             ----------          ---------- 



        Net cash provided by (used in) operating activities                     116,459             (24,822)
                                                                             ----------          ---------- 


Cash flow from investing activities:
  Additions to buildings and improvements                                       (44,077)            (50,866)
                                                                             ----------          ---------- 

          Net cash used in investing activities                                 (44,077)            (50,866)
                                                                             ----------          ---------- 

Cash flow from financing activities:
   Principal payments on mortgage note                                          (11,693)            (10,629)
                                                                             ----------          ---------- 

        Net cash used in financing activities                                   (11,693)            (10,629)
                                                                             ----------          ---------- 

Net increase (decrease) in cash                                                  60,689             (86,317)

Cash, beginning of period                                                       248,928             163,869
                                                                             ----------          ----------

Cash, end of period                                                          $  309,617          $   77,552
                                                                             ==========          ==========

Supplemental disclosure of cash flow information
Cash paid for interest                                                       $  194,290          $  195,354
                                                                             ==========          ==========
</TABLE>

                       See notes to Financial Statements.

<PAGE>



STATEMENTS OF CHANGES IN PARTNERS' CAPITAL



<TABLE>

                                    Units of
For the Three Months Ended           Limited                             Special          Limited
March 31, 1995 and 1994          Partnership           General           Limited         Partner/
(Unaudited) (Note 1)                Interest           Partner           Partner       Unitholder             Total


<S>                                   <C>          <C>              <C>               <C>               <C>       
Balance,
  December 31, 1994                   50,000       $  (39,023)      $  (497,906)      $7,412,475        $6,875,546
Net income                              -                 354             4,967           30,154            35,475
                                   ---------       ----------       -----------       ----------        ----------
Balance,
   March 31, 1995                     50,000       $  (38,669)      $  (492,939)      $7,442,629        $6,911,021
                                   =========       ==========       ===========       ==========        ==========

Balance,
 December 31, 1993                    50,000        $ (38,592)        $(491,870)      $ 7,449,127       $ 6,918,665
Net loss                                -              (1,040)              -           (103,006)         (104,046)
                                  ----------        ---------          ---------     -----------       ----------- 
Balance,
 March 31, 1994                       50,000        $ (39,632)        $(491,870)      $ 7,346,121       $ 6,814,619
                                  ==========        =========         =========       ===========       ===========

</TABLE>


                       See notes to Financial Statements.

<PAGE>



NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1995
(Unaudited)


1.      ORGANIZATION

        Southeastern  Income Properties Limited  Partnership (the "Partnership")
was organized under the Virginia Uniform Limited Partnership Act on November 21,
1985 for the purpose of acquiring,  owning,  operating,  and ultimately  selling
residential  apartment  complexes located  primarily in the southeastern  United
States.  The original  general partner of the  Partnership was K-A  Southeastern
Income  Properties  Limited  Partnership,  a Virginia  Limited  Partnership (the
"Original  General  Partner").  The  general  partners of the  Original  General
Partner are Glade M. Knight,  Ben T. Austin,  III and Southeast Real  Properties
Corporation.

        On February 12, 1992, Winthrop Southeast Limited Partnership, a Delaware
limited  partnership  ("WSLP")  was  admitted  as  the  general  partner  of the
Partnership,  while the Original General  Partner's  interest in the Partnership
was converted to a special limited partnership interest.  The general partner of
WSLP  is  Eight  Winthrop  Properties,   Inc.  ("Eight  Winthrop"),  a  Delaware
corporation,  which is  wholly-owned by First Winthrop  Corporation,  a Delaware
corporation,  which in turn is wholly-owned by Winthrop Financial Associates,  A
Limited Partnership, a Maryland limited partnership ("WFA").

        The Partnership was initially  capitalized  with  contributions  of $100
from the  Original  General  Partner and $100 from SIP Assignor  Corporation,  a
Virginia  corporation (the "Assignor Limited  Partner").  On September 26, 1986,
the Partnership  filed a Registration  Statement on Form S-11  (Registration No.
33-9085,  the  "Registration   Statement")  with  the  Securities  and  Exchange
Commission  (the  "Commission")  with respect to the public offering of assignee
units  of  limited  partnership  interest  ("Units")  in  the  Partnership.  The
Registration  Statement,  covering  the  offering of 50,000  Units at a purchase
price of $500 per Unit (an aggregate of $25,000,000)  was declared  effective on
January 7, 1987.  The offering  concluded  on June 29,  1987,  at which time all
50,000  Units  had  been  sold  to  investor   limited  partners  (the  "Limited
Partners").

        The  Partnership's  only  business is acquiring,  owning,  operating and
ultimately selling residential apartment complexes. The Partnership's investment
objectives  and  policies  are  described  on  Pages  31-38  under  the  caption
"Investment Objective and Policies" of the Registrant's Prospectus dated January
7, 1987 as filed pursuant to Rule 424(b) on January 12, 1987 (the "Prospectus"),
which description is incorporated  herein by this reference.  Although WSLP does
not  intend  to  change  the  business  or  the  investment  objectives  of  the
Partnership,  based  upon  such  factors  as  market  conditions,  the  level of
refinancing  debt in place with  respect to the  properties  and the cost of the
capital   improvements   and  maintenance   necessary  to  keep  the  properties
competitive  in their  markets,  WSLP may  conclude  that the  interests  of the
Limited  Partners  would be best served by holding the  properties  for a longer
term than was initially  anticipated.  If the  liquidation of the Partnership is
delayed,  the  Limited  Partners  will not have the  opportunity  to receive the
return of their investment at the time they may have originally anticipated.

        The Partnership  invested  $20,593,101 of the original offering proceeds
(net of sales  commissions  and  sales and  organization  costs,  but  including
acquisition  fees  and  expenses)  in  four  residential  properties.  All  four
properties were acquired by the Partnership directly. Two of the properties were
acquired prior to the completion of the public offering of the Units,  while the
other two were acquired subsequent to the offering.

2.      ACCOUNTING AND FINANCIAL REPORT POLICIES

        The condensed  consolidated  financial  statements  included herein have
been  prepared  by the  Registrant,  without  audit,  pursuant  to the rules and
regulations  of  the  Securities  and  Exchange  Commission.   The  Registrant's
accounting  and financial  reporting  policies are in conformity  with generally
accepted  accounting  principles  and  include  adjustments  in interim  periods
considered  necessary  for a fair  presentation  of the  results of  operations.
Certain information and footnote  disclosures  normally included in consolidated
financial  statements  prepared in accordance with generally accepted accounting
principles   have  been  condensed  or  omitted   pursuant  to  such  rules  and
regulations.  It is suggested that these  consolidated  financial  statements be
read in conjunction with the consolidated financial statements and notes thereto
included in the Registrant's latest annual report on Form 10-K.




<PAGE>



2.      ACCOUNTING AND FINANCIAL REPORT POLICIES - Continued

        The  accompanying   consolidated   financial   statements   reflect  the
Partnership's   results  of  operations  for  an  interim  period  and  are  not
necessarily indicative of the results of operations for the year ending December
31, 1995.


3.      TAXABLE INCOME

        The  Partnership's  results of operations on a tax basis are expected to
differ from the net income for financial reporting purposes primarily due to the
accounting differences in the recognition of depreciation and amortization.


4.      RELATED PARTY TRANSACTIONS

        Property  management fees paid or accrued by the Partnership to Winthrop
Management,  an affiliate of the General  Partners,  totalled $58,637 during the
three months ended March 31, 1995.


<PAGE>




ITEM 2. -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS



RESULTS OF OPERATIONS

The Partnership generated net income of $35,475 for the three months ended March
31,  1995,  compared to a net loss of $104,046  for the three months ended March
31, 1994.  As a result of the  Partnership's  improved  operating  results,  the
Partnership  resumed making cash  distributions  to limited  partners.  The cash
distribution amounted to $50,000 in the aggregate, or $1.00 per investment unit.

The  Partnership's  income  increased  by 12.4%  for the first  quarter  of 1995
compared  to the  first  quarter  of 1994,  primarily  as a  result  of an 11.6%
increase  in  rental  income.  On an  aggregate  basis,  average  rents  at  the
Partnership's  four properties have increased by 3.1% since the first quarter of
1994. In addition,  overall average occupancy has increased from 88% to 93%. The
most significant  improvement in occupancy  occurred at Forestbrook  Apartments,
where  occupancy  averaged 94% in the first  quarter of 1995  compared to an 81%
average during the same period last year.

At the  same  time,  direct  operating  costs  of the  Partnership's  properties
declined by 5.3%,  primarily as a result of a decrease in repair and maintenance
expenses.   The  Partnership's  other  expenses,   including  interest  expense,
depreciation and amortization remained relatively constant.

The  markets in which the  properties  are  located are  currently  stable.  The
Partnership  continues to make capital improvements to the properties to enhance
their competitiveness  within their local markets. The Partnership spent $44,077
on capital  improvements during the first quarter of 1995 compared to $50,866 in
the  first  quarter  of  1994.  At  two  of  the  properties   (Forestbrook  and
Sterlingwood),  a portion of the capital  improvements  is funded by replacement
reserves  held by the  mortgage  lenders,  with the  balance  being  funded from
operations.  The balance of these replacement reserves was $407,642 at March 31,
1995.  Capital  improvements  from the other two properties are funded  entirely
from operations.

The  results of  operations  in future  quarters  may differ from the results of
operations  for the quarter ended March 31, 1995,  due to inflation and changing
economic  conditions  which could  affect  occupancy  levels,  rental  rates and
operating expenses.


<PAGE>



PART II - OTHER INFORMATION


All items are inapplicable.



                                   SIGNATURE




        Pursuant to 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.

                                            SOUTHEASTERN INCOME PROPERTIES
                                            LIMITED PARTNERSHIP

                                 By:  Winthrop Southeastern Limited Partnership,
                                                 its General Partner

                      By: Eight Winthrop Properties, Inc.
                                                 its General Partner




Date:   May 13, 1995                        By:  /s/ Jonathan W. Wexler
                                                 Jonathan W. Wexler
                                                 Chief Financial Officer




Date:   May 13, 1995                        By:  /s/ Richard J. McCready 
                                                 Richard J. McCready
                                                 Vice President


<PAGE>

<TABLE> <S> <C>

    <ARTICLE>                                                      5
    <LEGEND>
    This schedule contains summary financial information
    extracted from unaudited financial statements for the
    three month period ending March 31, 1995 and is
    qualified in its entirety by reference to such financial
    statements.
    </LEGEND>
    <CIK>                                                 0000802969
    <NAME>  Southeastern Income Properties Ltd Partnership
    <MULTIPLIER>                                                   1
    <CURRENCY>                                          U.S. DOLLARS
           
    <S>                                                <C>
    <PERIOD-TYPE>                                      3-MOS
    <FISCAL-YEAR-END>                                    DEC-31-1994
    <PERIOD-START>                                       JAN-01-1995
    <PERIOD-END>                                         MAR-31-1995
    <EXCHANGE-RATE>                                          1.00000
    <CASH>                                                   309,617
    <SECURITIES>                                                   0
    <RECEIVABLES>                                                  0
    <ALLOWANCES>                                                   0
    <INVENTORY>                                                    0
    <CURRENT-ASSETS>                                         805,560
    <PP&E>                                                23,854,020
    <DEPRECIATION>                                         9,545,281
    <TOTAL-ASSETS>                                        15,423,916
    <CURRENT-LIABILITIES>                                    406,361
    <BONDS>                                                8,106,534
    <COMMON>                                                       0
                                              0
                                                        0
    <OTHER-SE>                                             6,911,021
    <TOTAL-LIABILITY-AND-EQUITY>                          15,423,916
    <SALES>                                                        0
    <TOTAL-REVENUES>                                       1,012,901
    <CGS>                                                          0
    <TOTAL-COSTS>                                            548,782
    <OTHER-EXPENSES>                                         234,354
    <LOSS-PROVISION>                                               0
    <INTEREST-EXPENSE>                                       194,290
    <INCOME-PRETAX>                                           35,475
    <INCOME-TAX>                                                   0
    <INCOME-CONTINUING>                                       35,475
    <DISCONTINUED>                                                 0
    <EXTRAORDINARY>                                                0
    <CHANGES>                                                      0
    <NET-INCOME>                                              35,475
    <EPS-PRIMARY>                                              0.600
    <EPS-DILUTED>                                              0.000
            
    
</TABLE>


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