<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED September 30, 1996.
- ---- 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: 0-16835 (formerly 33-12125-A)
SOUTHEAST ACQUISITIONS I, L.P.
(Exact name of registrant)
Delaware 23-2454443
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
250 King of Prussia Road, Radnor, PA 19087
(Address of Principal Executive Offices)
Issuer's Telephone Number: (610 964-7234)
Indicate by check mark whether the registrant (a) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes x No
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
The unaudited financial statements of Southeast Acquisitions I, L.P.
(the "Partnership") at September 30, 1996 are attached hereto as Exhibit A.
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Background
The Partnership was formed to acquire, own and realize appreciation in
a certain 202.72 acre parcel of undeveloped land near Columbia, South Carolina
(the "Property") by holding it for investment and eventual sale. However, there
can be no assurance that the partnership's objectives will be realized.
Results of Operations
The Partnership had no operations from the date of its formation on
December 5, 1986 until January 2, 1987 when it acquired the Property. Since its
acquisition of the Property, the partnership offered and sold 4,225 Units of
limited partnership interests and obtained the rezoning of the Property, but has
had no other significant operations.
The Partnership's activities for the third quarter of fiscal year 1996
were primarily focused on selling the Property. Revenues for the third quarter
of 1996 consisted of interest income of $789 and partnership transfer fees of
$50. Expenses for the third quarter of 1996 consisted primarily of general and
administrative costs of $3,659, insurance of $46 and real estate taxes of $73.
The Partnership's activities for the second quarter of fiscal year 1996
were primarily focused on selling the Property. Revenues for the second quarter
of 1996 consisted of interest income of $762, timber sales of $54,000 and
partnership transfer fees of $75. Expenses for the second quarter of 1996
consisted primarily of general and administrative costs of $2,219, insurance of
$46 and real estate taxes of $73.
The Partnership's activities for the first quarter of fiscal year 1996
were primarily focused on selling the Property. Revenues for the first quarter
of 1996 consisted of interest income of $368. Expenses for the first quarter of
1996 consisted primarily of general and administrative costs of $2,057,
insurance of $46 and real estate taxes of $73.
2
<PAGE> 3
The Partnership's activities for fiscal year 1995 were primarily
focused on selling the Property. Revenues for 1995 consisted of interest income
of $1,727 and partnership transfer fees of $225. Expenses for 1995 consisted
primarily of general and administrative costs of $7,977, insurance of $204 and
real estate taxes of $291.
The Partnership's activities for fiscal year 1994 were primarily
focused on selling the Property. Revenues for 1994 consisted of interest income
of $1,657 and partnership transfer fees of $375. Expenses for 1994 consisted
primarily of general and administrative costs of $7,653, management fees of
$8,100, insurance of $3,082, and real estate taxes of $286.
Inflation did not have any material impact on operations during 1995
and it is not expected to materially impact future operations, except for
possible appreciation in the value of the Property.
The General Partner is actively marketing this property and as of
March, 1996, the 202.72 acres had been designated as part of the State of South
Carolina's Enterprise Zone. This designation is at least partially the result of
numerous conversations with the Department of Commerce over the past year. By
being awarded this designation, it means that special tax and other incentives
will be available to industrial users who locate on the Partnership's property.
The General Partner is in the process of having an appraisal performed
and if there is any impairment, it will be recorded during the fourth quarter
of 1996.
Liquidity and Capital Resources
The Partnership has cash reserves of $93,731 at September 30, 1996,
which will be used to cover the following estimated annual costs: $10,500 per
year for auditing, accounting, tax, legal and other administrative services,
$184 per year for insurance and $292 per year for real estate taxes. In the
General Partner's opinion, the Partnership's reserves will be sufficient for an
additional eight to nine years. However, if additional expenses are incurred or
if the Property cannot be sold within five years, the reserves may be inadequate
to cover the Partnership's operating expenses. The cash reserves are invested in
short term commercial paper. If the reserves are exhausted, the Partnership may
have to dispose of a portion of the Property or incur indebtedness on
unfavorable terms.
3
<PAGE> 4
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
The Partnership is not a direct party to, nor is the Partnership's
property directly the subject of, any material legal proceedings. However, on
November 6, 1992, the Commonwealth Court of Pennsylvania issued an order placing
The Fidelity Mutual Life Insurance Company ("Fidelity Mutual"), the indirect
parent of the General Partner of the Partnership, into rehabilitation under the
control and authority of the Pennsylvania Insurance Commissioner pursuant to the
provisions of the Pennsylvania Insurance Department Act, 40 P.S. Section 221.1
et seq. The Partnership is not a direct party to the order, but ownership of the
stock of (and consequently control of) the General Partner is vested in the
Insurance Commissioner pursuant to the Order.
Item 2 - Changes in Securities
There was no change in the partnership's securities during the third
quarter of fiscal year 1996.
Item 3 - Defaults Upon Senior Securities
There was no default in the payment of principal, interest, a sinking
or purchase fund installment or any other default with respect to any
indebtedness of the Partnership. The Partnership has issued no preferred stock;
accordingly, there has been no arrearages or delinquencies with respect to any
such preferred stock.
Item 4 - Submission of Matters to a Vote of Security Holders
No matters were submitted to the Partners for a vote during the third
quarter of 1996.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
Reports on Form 8-K
None
Exhibits (numbered in accordance with Item 601 of Regulation S-K)
4
<PAGE> 5
<TABLE>
<CAPTION>
Exhibit Numbers Description Page Number
- --------------- ----------- -----------
<S> <C> <C>
3.1(a) Certificate of Limited *
Partnership
3.1(b) & (4) Restated Limited Partnership **
Agreement
9 not applicable
11 not applicable
</TABLE>
* Incorporated by reference to Exhibit 3.1 filed as part of the Exhibits to the
Partnership's Registration Statement on Form S-18, Registration
No. 33-12125-A.
** Incorporated by reference to Exhibit 3.2 filed as part of the Partnership's
Registration Statement on Form S-18, Registration No. 33-12125-A
<TABLE>
<S> <C>
12 not applicable
13 not applicable
16 not applicable
18 not applicable
19 not applicable
22 not applicable
23 not applicable
24 not applicable
25 not applicable
28 not applicable
29 not applicable
</TABLE>
5
<PAGE> 6
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ James W. Kelican, Jr. Vice President, 11/12, 1996
- ----------------------------- Director of -----
James W. Kelican, Jr. Southeast
Acquisitions,
Inc.
/s/ Margaret Tamasitis Assistant 11/12, 1996
- ----------------------------- Secretary of -----
Margaret Tamasitis Southeast
Acquisitions,
Inc.
</TABLE>
6
<PAGE> 7
EXHIBIT A
SOUTHEAST ACQUISITIONS I, L.P.
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30,
1996 December 31,
(Unaudited) 1995
----------- ----
<S> <C> <C>
Land $3,516,645 $3,516,645
Cash and cash equivalents 93,731 47,623
---------- ----------
$3,610,376 $3,564,268
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Accrued expenses $ 4,793 $ 6,437
Partners' Equity 3,605,583 3,557,831
---------- ----------
$3,610,376 $3,564,268
========== ==========
</TABLE>
1
<PAGE> 8
SOUTHEAST ACQUISITIONS I, L.P.
STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Interest income $ 789 $ 423 $ 1,919 $ 1,360
Timber revenue - - 54,000 -
Other income 50 25 125 125
---------- ---------- ---------- ----------
839 448 56,044 1,485
---------- ---------- ---------- ----------
EXPENSES:
General and administrative 3,659 1,891 7,935 5,559
Real estate taxes 73 72 219 215
Insurance 46 53 138 158
---------- ---------- ---------- ----------
3,778 2,016 8,292 5,932
---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (2,939) $ (1,568) $ 47,752 $ (4,447)
Partners' equity,
Beginning of period 3,608,522 3,561,472 3,557,831 3,564,351
---------- ---------- ---------- ----------
Partners' equity,
End of period $3,605,583 $3,559,904 $3,605,583 $3,559,904
========== ========== ========== ==========
Weighted Average Number
of Limited Partnership
Units Outstanding 4,225 4,225 4,225 4,225
========== ========== ========== ==========
Income (Loss) from Operations
per Limited Partnership
Interest $ (.68) $ (.37) $ 11.18 $ (1.04)
========== ========== ========== ==========
</TABLE>
2
<PAGE> 9
SOUTHEAST ACQUISITIONS I, L.P.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER 30
---------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Interest income $ 1,919 $ 1,360 $ 1,219
Timber revenue 54,000 - -
Other income 125 125 275
------- ------- --------
56,044 1,485 1,494
------- ------- --------
EXPENSES:
General and administrative 7,935 5,559 5,879
Management fee - - 6,075
Real estate taxes 219 215 199
Insurance 138 158 3,030
------- ------- --------
8,292 5,932 15,183
------- ------- --------
NET INCOME (LOSS) $47,752 $(4,447) $(13,689)
======= ======= ========
</TABLE>
3
<PAGE> 10
SOUTHEAST ACQUISITIONS I, L.P.
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS
ENDED SEPTEMBER 30
------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Interest income received $ 1,919 $ 1,360 $ 1,219
Timber revenue received 54,000 - -
Other income received 125 125 275
Cash paid for operating expenses (9,936) (9,556) (18,235)
------- ------- --------
Net cash (used in)
operating activities 46,108 (8,071) (16,741)
Cash and cash equivalents,
beginning of period 47,623 55,969 74,195
------- ------- --------
Cash and cash equivalents,
endend of period $93,731 $47,898 $ 57,454
======= ======= ========
RECONCILIATION OF NET INCOME(LOSS) TO NET CASH FLOWS
FROM OPERATING ACTIVITIES:
Net Income(Loss) $47,752 $(4,447) $(13,689)
Adjustments to reconcile net income(loss)
to net cash (used in) provided
by operating activities:
Increase (decrease) in accrued expenses (1,644) (1,599) (1,027)
Increase (decrease) in due
to affiliates - (2,025) (2,025)
------- ------- --------
Net cash provided by (used in)
operating activities $46,108 $(8,071) $(16,741)
======= ======= ========
</TABLE>
4
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000810994
<NAME> SOUTHEAST ACQUISITIONS I, L.P.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 93,731
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 93,731
<PP&E> 3,516,645
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,610,376
<CURRENT-LIABILITIES> 4,793
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,605,583
<TOTAL-LIABILITY-AND-EQUITY> 3,610,376
<SALES> 56,044
<TOTAL-REVENUES> 56,044
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,292
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 47,752
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 47,752
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
