SOUTHEASTERN INCOME PROP LP
10QSB, 1996-11-14
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                              FORM 10QSB

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




For the quarter ended September 30, 1996     Commission File Number 0-16848



              SOUTHEASTERN INCOME PROPERTIES LIMITED PARTNERSHIP
       (Exact name of small business issuer as specified in its charter)



           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>

PART I - FINANCIAL INFORMATION
STATEMENTS OF OPERATIONS   
<TABLE>


                                                  Three Months Ended   Three Months Ended    Nine Months Ended    Nine Months Ended
                                                  September 30, 1996   September 30, 1995    September 30, 1996   September 30, 1995
                                                        (Unaudited)          (Unaudited)           (Unaudited)          (Unaudited)
    
    Income
<S>                                              <C>                  <C>                   <C>                  <C>               
         Rental                                  $          988,985   $          987,522    $        2,949,869   $        2,937,126
         Interest Income                                      1,760                6,115                 8,287               13,325
        Other Income                                         64,553               53,689               170,062              158,844
                                                          1,055,298            1,047,326             3,128,218            3,109,295
    
    Expenses
         Leasing                                             35,323               26,998                80,780               80,676
         General and administrative                          86,121               64,489               246,419              196,243
         Management Fees                                     77,321               52,373               183,658              179,646
         Utilities                                           99,865               88,356               320,838              267,448
         Repairs and Maintenance                            269,838              213,545               762,910              577,335
         Insurance                                           46,489               45,296               118,174              133,713
         Taxes                                              103,312               74,364               243,349              225,892
    Total operating expenses                                718,269              565,421             1,956,128            1,660,953
    
    Other Expenses
         Partnership Expenses                                36,326               17,611               115,627               45,002
         Interest Expense                                   190,599              193,719               576,481              582,017
         Depreciation and amortization                      242,199              205,930               719,613              620,840
    Total expenses                                        1,187,393              982,681             3,367,849            2,908,812
    
    Net income (loss)                            $        (132,095)   $           64,645    $        (239,631)   $          200,483
    
    
    Net income (loss) allocated                  $          (1,320)   $              645    $          (2,396)   $            2,006
    to General Partners
    
    Net income (loss) allocated to               $        (130,775)   $           54,948    $        (237,235)   $          170,410
    Limited Partner Unit Holders
    
    Net income (loss) allocated to               $                0   $            9,050    $                0   $           28,067
    Special Limited Partner
    
    Net income (loss) allocated 
    to each unit                                 $            (2.61)     $          1.10    $           (4.74)   $             3.41
</TABLE>
    
    
                        See Notes to Financial Statements
    

BALANCE SHEETS
    
<TABLE>
    
                                                      September 30, 1996                  December 31, 1995
                                                          (Unaudited)                             (Audited)
    
    
                                              ASSETS
    
    Investment in rental property
<S>                                                  <C>                               <C>                 
         Land                                        $        1,817,097                $          1,817,097
         Buildings and building improvements                 18,561,107                          18,561,107
         Personal Property                                    4,246,665                           4,002,496
                                                             24,624,869                          24,380,700
    
    Less Accumulated depreciation                            10,918,958                          10,242,795
                                                             13,705,911                          14,137,905
    
    
    
    
    Cash and cash equivalents                                   283,979                             575,510
    Tenant security deposits                                    132,206                             149,198
    Loan costs, net of accumulated amortization
    of  $300,347 and $256,897                                     3,800                              47,250
    Other assets                                                933,456                             699,521
                                                              1,353,441                           1,471,479
                                                     $       15,059,352                $         15,609,384
                                 
                                    LIABILITIES AND PARTNERS' CAPITAL
    
    
    
    Liabilities Applicable to investment
    in rental property
         Mortgages payable                           $        8,030,156                $          8,069,734
    Other liabilities
          Accounts Payable                                       81,439                             257,410
          Accrued interest payable                               64,127                              66,020
          Tenant security deposits                              130,372                             135,350
          Other liabilities                                     304,163                             240,659
    Total Liabilities                                         8,610,257                           8,769,173
    
    Partner's Capital
           Limited Partners' unit holders' 50,000 Units
           authorized and outstanding                         6,952,813                           7,340,048
           Special Limited Partner                             (464,930)                           (463,460)
           General Partner                                      (38,788)                            (36,377)
           Total Partners' Capital                            6,449,095                           6,840,211
    Total Liabilities and Partners' Capital          $       15,059,352                $         15,609,384
    
    
</TABLE>
    
    See Notes to Financial Statements
    
STATEMENTS OF CASH FLOWS
    
    
<TABLE>
    
    For the Nine Months Ended
    September 30, 1996 and 1995 (Unaudited)                        1996                                1995
    
    
    Cash Flow from operating activities:
    
    
<S>                                                  <C>                               <C>                 
    Net income (loss)                                $         (239,631)               $            200,483
    Adjustments to reconcile net income (loss) to
         net cash provided by operating activities:
         Depreciation and amortization                          719,613                             620,840
         Changes in assets and liabilities:
         Decrease (increase) in security deposits cash           16,992                              (7,654)
         Increase in other assets                              (233,935)                           (146,462)
         Decrease in accounts payable                          (175,971)                             (6,698)
         Decrease in tenant security deposits                    (4,978)                            (13,997)
         Increase in other liabilities                           61,611                               7,882
    
    
    Net cash provided by operating activities                   143,701                             654,394
    
    
    Cash flow from investing activities:
         Additions to buildings and improvements               (244,169)                           (208,012)

    
         Net cash used in investing activities                 (244,169)                           (208,012)
    
    
    Cash flow from financing activities:
         Principal Payments on mortgage note                    (39,578)                            (35,933)
         Cash distributions paid to partners                   (151,485)                           (151,515)
    
    
          Net cash used in financing activities                (191,063)                           (187,448)
    
    
    Net increase (decrease) in cash and cash equivalents        (291,531)                           258,934
    
    
    Cash and cash equivalents, beginning of period              575,510                             248,928
    
    
    Cash and cash equivalents, end of period         $          283,979                $            507,862
    
    
    Supplemental disclosure of cash flow information
    Cash paid during the year for interest           $          578,404                $            582,017
    
</TABLE>
    
    
    
    
    
    See Notes to Financial Statements
    
    
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
    
    
<TABLE>
    
                                                  Units of
    For the Nine Months Ended                     Limited                       Special            Limited 
    September 30, 1996 and September 30, 1995    Partnership     General        Limited            Partner/              Total 
    (Unaudited)                                  Interest        Partner        Partner           Unit Holder           Capital
    
    
    
<S>                                                <C>       <C>             <C>             <C>                 <C>               
    Balance , December 31, 1994                    50,000    $     (39,023)  $   (497,906)   $      7,412,475    $     6,875,546
    Net Income                                      -                2,006         28,067             170,410            200,483
    Distributions                                   -                   -          (1,515)           (150,000)          (151,515)
    Balance, September 30, 1995                    50,000    $     (37,017)  $   (471,354)   $      7,432,885    $     6,924,514
    
    
         
    Balance, December 31, 1995                     50,000    $     (36,377)  $   (463,460)   $      7,340,048    $     6,840,211
    Net loss                                                        (2,396)        -                 (237,235)          (239,631)
    Distributions                                                      (15)        (1,470)           (150,000)          (151,485)
    Balance, September 30, 1996                    50,000    $     (38,788)  $   (464,930)   $      6,952,813    $     6,449,095
    
</TABLE>
    
    
   
NOTES TO FINANCIAL STATEMENTS
September 30, 1996
(Unaudited)


1.      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.

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, 1996.


2.      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.


3.      RELATED PARTY TRANSACTIONS

Property management and asset management fees paid or accrued by the Partnership
to affiliates of the General  Partners,  totaled  $58,535 and $52,373 during the
nine months ended September 30, 1996 and 1995,  respectively.  On March 15, 1996
the Partnership  terminated  Winthrop Management as the managing agent effective
March 18, 1996 and appointed an unaffiliated third party to assume management of
the properties.


<PAGE>








ITEM 2 - MANAGEMENT'S DISCUSSION AND ANAYSIS OR PLAN OF OPERATION


Liquidity and Capital Resources

The  Partnership  receives  rental income from its properties and is responsible
for operating expenses,  administrative expenses,  capital improvements and debt
service  payments.  The  Partnership's  properties are leased to tenants who are
subject to leases of up to one year.

During the nine months ended September 30, 1996, rental revenue and other income
from  the  properties,   along  with  interest  income  from  the  Partnership's
short-term  investments,  was insufficient to cover: (i) all operating  expenses
and debt  service  of the  properties  and all  administrative  expenses  of the
Partnership;  and (ii) all capital  improvements  made to the properties  during
1996. As a result, as of September 30, 1996, the Partnership's unrestricted cash
balance had  decreased  to $283,979  from  $575,510 at December  31,  1995.  The
decrease was due to the $244,169 of net cash used in  investing  activities  and
the $191,063 used in financing activities which was partially offset by $143,701
provided by operating activities.

It  is  expected  that  future   rental   revenue  and  other  income  from  the
Partnership's properties will be sufficient to cover all administrative expenses
of  the  Partnership  and  all  operating  expenses  and  debt  service  of  the
properties.  The Partnership  intends to continue to limit cash distributions to
fund  the  capital  improvement   program.   However,  the  performance  of  the
Partnership's  properties  and  its  distribution  policy  will  continue  to be
reviewed on a quarterly basis.

In addition,  the ability of the Partnership's  properties to improve operations
may affect the liquidity of the  Partnership.  Inflation  and changing  economic
conditions in the future could affect vacancy  levels,  rental payment  defaults
and operating expenses of the Partnership's revenue, net income and liquidity.

The markets in which the properties are located,  which had softened as a result
of general  economic  conditions and  difficulties in the real estate  industry,
have  stabilized,  and in some instances have started to show signs of recovery.
In general, the age of the properties and the fact that capital improvements and
ordinary   maintenance  were  deferred  by  prior  management  had  reduced  the
properties'  competitiveness  within their  markets.  In 1992,  the  Partnership
commenced a capital  improvement  program at each of the  properties,  which was
estimated  cost  approximately  $1.5  to  $2.0  million  over  an  approximately
four-year period.  From 1992 through 1995, the Partnership  spent  approximately
$1,885,000 on capital improvements.

With  respect to the capital  improvement  program,  the  Partnership  has spent
$244,169 for the nine months ending  September  30, 1996.  The  Partnership  has
budgeted an additional $400,000 for capital improvements during the remainder of
1996  which  would  include   additional   exterior   painting  and  repairs  at
Forestbrook,  exterior  paintings  and  repairs  at  Sterlingwood,  balcony  and
exterior  siding  repairs at Seasons  Chase,  and paving  repairs and carpet and
appliance  replacement at all four properties.  At two of the Partnership's four
properties  (Forestbrook and  Sterlingwood  Apartments) a portion of the capital
improvement  program  is funded by  replacement  reserves  held by the  mortgage
lenders, with the balance being funded by from operations.  The balance of these
replacement reserves was $519,554 at September 30, 1996. Capital improvements at
the remaining two  properties  (Pelham Ridge and Seasons Chase  Apartments)  are
funded from operations.



<PAGE>







RESULTS OF OPERATIONS


The  Partnership  generated a net loss for the nine months ended  September  30,
1996 of  $239,631,  as compared  to net income of  $200,483  for the nine months
September 30, 1995.  The net loss for the three months ended  September 30, 1996
was  $132,095 as compared  to net income of $64,645 for the three  months  ended
September 30, 1995. Total income increased slightly as a result of a 1% increase
in rental income and other income for the first nine months of 1996, as compared
to the first nine months of 1995, which was  substantially  offset by a decrease
in interest  income.  Average rents at the properties  have increased 6.7% since
the first nine months of 1995, while average occupancy has decreased from 94% to
89%. Sterlingwood experienced a slight increase in occupancy from 92% to 93% due
to new leasing personnel and strong marketing  programs.  Decreases in occupancy
have been  significant at Forestbrook  from 94% to 89%, Pelham Ridge from 95% to
86%, and Seasons Chase from 94% to 89%. Unfortunately,  all three properties had
many non-renewals due to the rental increases and unqualified applicants. Pelham
Ridge  requires  exterior  work done to the property.  The buildings  need to be
painted and the  pool/clubhouse  is in state of  disrepair.  A fire in September
1995 has left  Seasons  Chase with 13 units down.  These units just became ready
for rent during the second quarter of 1996.

Direct operating costs of the Partnership's properties increased from $1,660,953
to $1,956,128 or approximately  17.8% compared to the first nine months of 1995.
The increase was primarily the result of increased  utility costs of $53,390 and
repairs and  maintenance  expenses  of  $186,000  as well as higher  general and
administrative  charges of $50,176.  The higher utility costs were the result of
increased  water and gas charges  primarily  at Seasons  Chase.  The repairs and
maintenance increase was a result of the increased  maintenance payroll expenses
and higher maintenance supply charges.  The increased general and administrative
charges  resulted  primary as a result of increased  payroll and legal  eviction
charges.  The remaining  operating costs were maintained at the same level as in
the prior year.  Debt  service,  interest  and  amortization  expenses  remained
stable, while depreciation  expenses of the Partnership increased as a result of
capital spending in 1996.

The results of operations  in future  periods may differ from those for the nine
months ended September,  1996, due to inflation and changing economic conditions
which could affect vacancy levels, rental rates, and operating expenses.



<PAGE>








Item 6.           Exhibits and Reports on Form 8-K

         (a)  Exhibits

               27.  Financial Data Schedule

         (b)  Reports on Form 8-K

                No  Reports  on Form 8-K  were  filed  the  three  months  ended
September 30, 1996.



<PAGE>








                                    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 PROPERITES
                               LIMITED PARTNERSHIP

                   By: Winthrop Southeastern Properties, Inc.
                               Its General Partner

                       By: Eight Winthrop Properties, Inc.
                               Its General Partner


Date:   November   14,   1996 

                            By: /s/ Michael L. Ashner
                                    Michael L. Ashner
                                    Chief Executive Officer


Date:   November   14,   1996 

                            By: /s/ Edward V. Williams
                                    Edward V. Williams
                                    Chief Financial Officer


<PAGE>


<TABLE> <S> <C>

    <ARTICLE>                                                      5
    <LEGEND>
    This schedule contains summary financial information
    extracted from unaudited financial statements for the
    nine month period ending September 30, 1996 and is
    qualified in its entirety by reference to such financial
    statements
    </LEGEND>
    <CIK>                                               0000802969
    <NAME>            SOUTHEASTERN INCOME PROPERTIES LIMITED PARTNERSHIP
    <MULTIPLIER>                                                   1
    <CURRENCY>                              U.S. Dollars
           
    <S>                                     <C>
    <PERIOD-TYPE>                           9-MOS
    <FISCAL-YEAR-END>                       DEC-31-1996
    <PERIOD-START>                          JAN-01-1996
    <PERIOD-END>                            SEP-30-1996
    <EXCHANGE-RATE>                                                1
    <CASH>                                                   283,979
    <SECURITIES>                                                   0
    <RECEIVABLES>                                                  0
    <ALLOWANCES>                                                   0
    <INVENTORY>                                                    0
    <CURRENT-ASSETS>                                       1,349,641
    <PP&E>                                                24,624,869
    <DEPRECIATION>                                       (10,918,958)
    <TOTAL-ASSETS>                                        15,059,352
    <CURRENT-LIABILITIES>                                    580,101
    <BONDS>                                                        0
    <COMMON>                                                       0
                                              0
                                                        0
    <OTHER-SE>                                             6,449,095 
    <TOTAL-LIABILITY-AND-EQUITY>                          15,059,352
    <SALES>                                                        0
    <TOTAL-REVENUES>                                       3,128,218
    <CGS>                                                          0
    <TOTAL-COSTS>                                                  0
    <OTHER-EXPENSES>                                       2,791,368 
    <LOSS-PROVISION>                                               0
    <INTEREST-EXPENSE>                                       576,481
    <INCOME-PRETAX>                                         (239,631) 
    <INCOME-TAX>                                                   0
    <INCOME-CONTINUING>                                     (239,631) 
    <DISCONTINUED>                                                 0
    <EXTRAORDINARY>                                                0
    <CHANGES>                                                      0
    <NET-INCOME>                                            (239,631) 
    <EPS-PRIMARY>                                              (4.74) 
    <EPS-DILUTED>                                              (4.74)
            
    
</TABLE>


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