SOUTHEASTERN INCOME PROP LP
10QSB, 1996-05-15
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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




For the quarter ended March 31, 1996     Commission File Number n-nnnnn 



                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

<TABLE>
BALANCE SHEETS
- -------------------------------------------------------------------------------------------------------------------



                                                                               March 31,        December 31,
                                                                                 1996               1995
                                                                             (Unaudited)          (Audited)
- -------------------------------------------------------------------------------------------------------------------


                                                      ASSETS

<S>                                                                        <C>                <C>
Investment in rental property
   Land                                                                    $  1,817,097       $  1,817,097
   Buildings and building improvements                                       18,561,107         18,561,107
   Personal property                                                          4,074,505          4,002,496
                                                                           ------------       ------------
                                                                             24,452,709         24,380,700

   Less accumulated depreciation                                             10,461,478         10,242,795
                                                                           ------------       ------------
                                                                             13,991,231         14,137,905

   Cash                                                                         137,713            575,510
   Tenant security deposits                                                     175,231            149,198
   Loan costs, net of accumulated amortization
     of $267,760 and $256,897                                                    36,387             47,250
   Other assets                                                                 748,180            699,521
                                                                           ------------       ------------
                                                                              1,097,511          1,471,479
                                                                           ------------       ------------
                                                                           $ 15,088,742       $ 15,609,384
                                                                           ============       ============

                                         LIABILITIES AND PARTNERS' CAPITAL

Liabilities applicable to investment in rental property
   Mortgages payable                                                       $ 8,056,871         $ 8,069,734
Other liabilities
   Accounts payable                                                             60,325             257,410
   Accrued interest payable                                                     66,020              66,020
   Rents received in advance                                                    10,580              18,339
   Tenant security deposits                                                    135,733             135,350
   Other liabilities                                                           181,887             222,320
                                                                           -----------           ---------
Total liabilities                                                            8,511,416           8,769,173

Partners' Capital
   Limited Partners unit holders' 50,000 Units
   authorized and outstanding                                                7,116,581           7,340,048
   Special Limited Partner                                                     (500,260)           (463,460)
   General Partner                                                              (38,995)            (36,377)
                                                                            -----------         -----------
   Total Partners' Capital                                                   6,577,326           6,840,211
                                                                           -----------          ----------
Total liabilities and partners' capital                                    $15,088,742          15,609,384
                                                                           ===========          ==========

                                        See notes to Financial Statements.
</TABLE>
<PAGE>



PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
<TABLE>
STATEMENTS OF OPERATIONS


- -------------------------------------------------------------------------------------------------------------------


Three Months Ended March 31, 1996 and 1995
(Unaudited)                                                                     1996                 1995
- -------------------------------------------------------------------------------------------------------------------


<S>                                                                        <C>                 <C>
Income
   Rental                                                                  $   966,510         $   957,162
   Interest income                                                               5,242              1, 529
   Other income                                                                 51,258              54,210
                                                                           -----------         -----------
                                                                             1,023,010           1,012,901
                                                                            ----------          ----------


Expenses
   Leasing                                                                      30,006              27,618
   General and administrative                                                   78,767              63,701
   Management fees                                                              59,820              58,637
   Utilities                                                                   117,886             109,968
   Repairs and maintenance                                                     278,914             166,045
   Insurance                                                                    41,921              43,800
   Taxes                                                                        85,657              79,013
                                                                           -----------         -----------
Total operating expenses                                                       692,971             548,782
                                                                           -----------         -----------

Other expenses
   Partnership expenses                                                         18,773              29,317
   Interest expense                                                            193,120             194,290
   Depreciation and amortization                                               229,546             205,037
                                                                           -----------         -----------

Total expenses                                                               1,134,410             977,426
                                                                           -----------         -----------

Net income (loss)                                                           $ (111,400)       $     35,475
                                                                             ===========      ============

Net income (loss) allocated to General Partner                              $   (1,114)     $          354
                                                                            ==========      ==============

Net income (loss) allocated to Limited Partner unit holders'               $    (94,690)    $       30,154
                                                                          =============        ===========

Net income (loss) allocated to Special Limited Partner                      $   (15,596)    $        4,967
                                                                           ============     ==============

Net income (loss) allocated to each unit                                     $    (1.89)   $          .60
                                                                            ===========    ================

                                        See notes to Financial Statements.
</TABLE>
<PAGE>



<TABLE>
STATEMENTS OF CASH FLOWS

- -------------------------------------------------------------------------------------------------------------------


For the Three Months Ended
March 31, 1996 and 1995 (Unaudited)                                                 1996            1995
- -------------------------------------------------------------------------------------------------------------------



<S>                                                                           <C>                <C>
Cash flow from operating activities:

Net Income  (loss)                                                            $(111,400)         $  35,475
   Adjustments to reconcile net loss to
     net cash provided by (used in) operating activities:
   Depreciation and amortization                                                229,546             205,037
        Changes in assets and liabilities:
        Increase in security deposits cash                                      (26,033)             (7,119)
        Increase in other assets                                                (48,659)            (42,227)
        (Decrease) increase in accounts payable                                (197,085)              2,103
        Decrease in prepaid rent                                                 (7,759)             (4,136)
        Increase (decrease) in tenant security deposits                             383             (17,013)
        Decrease in other liabilities                                           (40,433)            (55,661)
                                                                             ----------          ----------

        Net cash provided by (used in) operating activities                    (201,440)           116,459
                                                                           ------------         ----------

Cash flow from investing activities:
  Additions to buildings and improvements                                       (72,009)          (44,077)
                                                                             ----------        ----------

          Net cash used in investing activities                                 (72,009)          (44,077)
                                                                             ----------        ----------

Cash flow from financing activities:
   Principal payments on mortgage note                                          (12,863)            (11,693)
   Cash distributions paid to partners                                         (151,485)                  -
                                                                            -----------             ---------

        Net cash used in financing activities                                  (164,348)            (11,693)
                                                                              ----------          ----------

Net increase (decrease) in cash                                                (437,797)            60,689

Cash, beginning of period                                                       575,510             248,928
                                                                             ----------          ----------

Cash, end of period                                                          $  137,713          $  309,617
                                                                             ==========          ==========

Supplemental disclosure of cash flow information
Cash paid for interest                                                       $  193,120          $  194,290
                                                                             ==========          ==========

                                        See notes to Financial Statements.

</TABLE>
<PAGE>



<TABLE>
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL


- ------------------------------------------------------------------------------------------------------------------------------------


                                                      Units of
For the Three Months Ended                             Limited                            Special           Limited
March 31, 1996 and 1995                             Partnership           General           Limited         Partner/
(Unaudited)                                           Interest           Partner          Partner Unitholder
   Total
- ------------------------------------------------------------------------------------------------------------------------------------



<S>                                                     <C>           <C>              <C>        <C>
Balance, December 31, 1995                              50,000        $ (36,377)       $(463,460) $ 7,340,048   6,840,211
Net loss                                                     -           (1,114)         (15,596)     (94,690)   (111,400)
  (111,400)                                                  -           (1,504)         (21,204)    (128,777)   (151,485)
                                                  ------------       -----------     ------------   ----------   ---------
Balance, March 31, 1996                                 50,000        $ (38,995)      $ (500,260) $ 7,116,581   6,527,326


Balance, December 31, 1995                              50,000       $  (39,023)     $  (497,906) $7,412,475   $6,875,546
Net income                                                -                345             4,967      30,154       35,466
                                                      --------      ----------       -----------  ----------
Balance, March 31, 1995                                 50,000       $  (38,678)      $ (492,939) $7,442,629   $6,911,012





                                        See notes to Financial Statements.
</TABLE>


<PAGE>



NOTES TO FINANCIAL STATEMENTS
MARCH 31, 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 fees paid or accrued by the Partnership to Winthrop
Management,  an affiliate of the General  Partners,  totaled  $59,820 during the
three months ended March 31, 1996. 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 ANALYSIS 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 quarter  ended March 31, 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 1995.  As of
March 31, 1995 the  Partnership's  unrestricted  cash  balance had  decreased to
$137,713  from  $575,510 at the  December 31, 1995.  The  Partnership  Agreement
requires the Partnership to retain reserves in an amount equal to at least 1% of
the Capital Contributions of the unit holders.

In 1996,  the  Partnership  plans to spend an  additional  $750,000  on  capital
improvements,  which would include  additional  exterior painting and repairs at
Forestbrook, exterior painting and repairs at Sterlingwood, balcony and exterior
siding  repairs at Seasons  Chase,  and paving  repairs and carpet and appliance
replacement at all four properties.

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
replenish reserves and 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, Winthrop Management
commenced a capital  improvement  program at each of the  properties,  which was
estimated  to cost  approximately  $1.5 to $2.0  million  over an  approximately
four-year  period.  From 1992 through 1995, the Partnership  spent $1,885,000 on
capital improvements.

With respect to the capital improvement program $72,009 and $44,007 was spent on
capital  improvements  funded from  operations for the three months ending March
31, 1996 and 1995,  respectively.  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 $477,134 at March 31, 1996.  Capital  improvements at the remaining
two properties  (Pelham Ridge and Seasons Chase  Apartments) are funded entirely
from operations.




<PAGE>









RESULTS OF OPERATIONS

Net loss for the three  months  ended March 31, 1996 was $111,400 as compared to
net income of $35,475 for the three months  ended March 31,  1995.  Total income
increased  only 1%,  primarily as a result of a 1% increase in rental income for
the first quarter of 1996 when  compared to the first  quarter of 1995.  Average
rents at the  properties  have  increased  5.2% since the first  quarter of 1995
while  average  occupancy  has  decreased  from  92.9%  to  89.7%.  Sterlingwood
experienced  a slight  increase  in  occupancy  from  89.1% to 90.8%  due to new
leasing  personnel and strong  marketing  programs.  Decreases in occupancy have
been  significant at Forestbrook  from 93.7% to 91.8%,  Pelham Ridge from 94% to
89.4%,  and  Seasons  Chase  from  93.5%  to  87.4%.  Unfortunately,  all  three
properties  had  many  non-renewals  due to  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 a state of disrepair.
A fire in September 1995 has left Season's Chase with 13 units down. These units
are expected to be ready for rent during the second quarter of 1996.

Interest income and other income  remained  relatively  stable,  increasing 1.3%
from $55,739 at March 31, 1995 to $56,500 at March 31, 1996.

Direct operating costs of the Partnership's  properties  increased from $548,782
to $692,971 or approximately 26% when compared to the first quarter of 1995. The
increase  was  primarily  as a result  of  increased  utility  and  repairs  and
maintenance  expenses.  The higher  utility  costs were the result of  increased
water and gas charges  primarily  at  Season's  Chase  Repairs  and  Maintenance
expense   increase  was  a  result  of  the  fire  damage  at  Season  Chase  of
approximately  $85,000. Debt service interest and amortization expenses remained
stable, while depreciation  expense of the Partnership  increased as a result of
capital spending in 1996.

The  results of  operations  in future  quarters  may differ  from those for the
quarter ended March 31, 1996, due to inflation and changing economic  conditions
which could affect vacancy levels, rental rates and operating expenses.




<PAGE>









PART II                                      - OTHER INFORMATION


ITEM 1 - LEGAL PROCEEDINGS

Except as disclosed  below,  the Partnership is not a party,  nor are any of its
properties subject, to any material pending legal proceedings.

RTC Commercial Loan Trust 1995 - NP1A, a Delaware  business trust,  Plaintiff v.
Winthrop  Management,  a Massachusetts  general partnership,  Defendant,  United
States District Court for the Eastern District of Virginia; Case No. 3:96CV177.

On April 15, 1996, the United States District Court for the Eastern  District of
Virginia granted  defendant's motion to dismiss without predjudice the plaintiff
and vacate the court's  March 20th order to appoint a receiver  due to a lack of
diversity jurisdiction.


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.

No Report on Form 8-K was required to be filed during the period.





<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 PROPERTIES
                           LIMITED PARTNERSHIP

                           By: Winthrop Southeastern Limited Partnership
                               Its General Partner


                           By:  Eight Winthrop Properties, Inc.
                                Its General Partner
 


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

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

Dated: May 13, 1996


<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, 1996 and is
    qualified in its entirety by reference to such financial
    statements
    </LEGEND>
    <CIK>                                              0000802969
    <NAME>            Southeastern Income Properties LP
    <MULTIPLIER>                                                   1
    <CURRENCY>                              U.S. Dollars
           
    <S>                                     <C>
    <PERIOD-TYPE>                           3-MOS
    <FISCAL-YEAR-END>                       DEC-31-1996
    <PERIOD-START>                          JAN-01-1996
    <PERIOD-END>                            MAR-31-1996
    <EXCHANGE-RATE>                                                1
    <CASH>                                                    137713
    <SECURITIES>                                                   0
    <RECEIVABLES>                                                  0
    <ALLOWANCES>                                                   0
    <INVENTORY>                                                    0
    <CURRENT-ASSETS>                                          959798
    <PP&E>                                                  24452709
    <DEPRECIATION>                                          10461478
    <TOTAL-ASSETS>                                          15088742
    <CURRENT-LIABILITIES>                                     454546
    <BONDS>                                                  7933873
    <COMMON>                                                       0
                                              0
                                                        0
    <OTHER-SE>                                               6700323 
    <TOTAL-LIABILITY-AND-EQUITY>                            15088742
    <SALES>                                                        0
    <TOTAL-REVENUES>                                         1022874
    <CGS>                                                          0
    <TOTAL-COSTS>                                             711608
    <OTHER-EXPENSES>                                          229546 
    <LOSS-PROVISION>                                               0
    <INTEREST-EXPENSE>                                         70122
    <INCOME-PRETAX>                                            11598 
    <INCOME-TAX>                                                   0
    <INCOME-CONTINUING>                                        11598 
    <DISCONTINUED>                                                 0
    <EXTRAORDINARY>                                                0
    <CHANGES>                                                      0
    <NET-INCOME>                                               11598  
    <EPS-PRIMARY>                                              04.55 
    <EPS-DILUTED>                                              00.00
            
    
</TABLE>


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