<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
June 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 _____
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PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
The unaudited financial statements of Southeast Acquisitions I, L.P.
(the "Partnership") at June 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 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.
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.
2
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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 was 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.
Liquidity and Capital Resources
The Partnership has cash reserves of $95,027 at June 30, 1996, which
will be used to cover the following estimated annual costs: $8,500 per year
for auditing, accounting, tax 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.
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.
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Item 2 - Changes in Securities
There was no change in the partnership's securities during the second
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 second
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)
Exhibit Numbers Description Page Number
- --------------- ----------- -----------
3.1(a) Certificate of Limited *
Partnership
3.1(b) & (4) Restated Limited Partnership **
Agreement
9 not applicable
11 not applicable
4
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* 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
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
5
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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, August 9, 1996
- -------------------------- Director of
James W. Kelican, Jr. Southeast
Acquisitions,
Inc.
/s/ MARGARET TAMASITIS Assistant August 9, 1996
- -------------------------- Secretary of
Margaret Tamasitis Southeast
Acquisitions,
Inc.
</TABLE>
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EXHIBIT A
SOUTHEAST ACQUISITIONS I, L.P.
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
(Unaudited)
----------------- -------------
ASSETS
<S> <C> <C>
Land $ 3,516,645 $ 3,516,645
Cash and cash equivalents 95,027 47,623
Prepaid insurance 46 -
------------- ------------
$ 3,611,718 $ 3,564,268
============= ============
LIABILITIES AND PARTNERS' EQUITY
Accrued expenses $ 3,196 $ 6,437
Partners' Equity 3,608,522 3,557,831
------------- ------------
$ 3,611,718 $ 3,564,268
============ ============
</TABLE>
1
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SOUTHEAST ACQUISITIONS I, L.P.
STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
REVENUES:
Interest income $ 762 $ 427 $ 1,130 $ 937
Timber revenue 54,000 - 54,000 -
Other income 75 50 75 100
------------- ------------- ------------- -------------
54,837 477 55,205 1,037
------------- ------------- ------------- -------------
EXPENSES:
General and administrative 2,219 1,791 4,276 3,668
Real estate taxes 73 71 146 143
Insurance 46 52 92 105
------------- ------------- ------------- -------------
2,338 1,914 4,514 3,916
------------- ------------- ------------- -------------
NET INCOME (LOSS) $ 52,499 $ (1,437) $ 50,691 $ (2,879)
Partners' equity,
Beginning of period 3,556,023 3,562,909 3,557,831 3,564,351
------------- ------------- ------------- -------------
Partners' equity,
End of period $ 3,608,522 $ 3,561,472 $ 3,608,522 $ 3,561,472
============= ============= ============= =============
Weighted Average Number
of Limited Partnership
Units Outstanding 4,225 4,225 4,225 4,225
============= ============= ============= =============
Income (Loss) from Operations
per Limited Partnership
Interest $ 12.30 $ (.34) $ 11.88 $ (.67)
============= ============= ============= =============
</TABLE>
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SOUTHEAST ACQUISITIONS I, L.P.
STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED JUNE 30
------------------------------------------------
1996 1995 1994
<S> <C> <C> <C>
REVENUES:
Interest income $ 1,130 $ 937 $ 810
Timber revenue 54,000 - -
Other income 75 100 175
------------- ------------- -------------
55,205 1,037 985
------------- ------------- -------------
EXPENSES:
General and administrative 4,276 3,668 3,923
Management fee - - 4,050
Real estate taxes 146 143 133
Insurance 92 105 2,020
------------- ------------- -------------
4,514 3,916 10,126
------------- ------------- -------------
NET INCOME (LOSS) $ 50,691 $ (2,879) $ (9,141)
Partners' equity,
Beginning of period 3,557,831 3,564,351 3,581,440
------------- ------------- -------------
Partners' equity,
End of period $ 3,608,522 $ 3,561,472 $ 3,572,299
============= ============= =============
Weighted Average Number
of Limited Partnership
Units Outstanding 4,225 4,225 4,225
============= ============= =============
Income (Loss) from Operations
per Limited Partnership
Interest $ $11.88 $ $(.67) $ $(2.14)
============= ============= =============
</TABLE>
3
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SOUTHEAST ACQUISITIONS I, L.P.
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED JUNE 30
-------------------------------------------
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Interest income received $ 1,130 $ 937 $ 810
Timber revenue received 54,000 - -
Other income received 75 100 175
Cash paid for operating expenses (7,801) (7,739) (15,629)
----------- ----------- ------------
Net cash (used in)
operating activities 47,404 (6,702) (14,644)
Cash and cash equivalents,
beginning of period 47,623 55,969 74,195
----------- ----------- -----------
Cash and cash equivalents,
end of period $ 95,027 $ 49,267 $ 59,551
=========== =========== ===========
RECONCILIATION OF NET INCOME(LOSS) TO NET CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ 50,691 $ (2,879) $ (9,141)
Adjustments to reconcile net income(loss)
to net cash (used in) provided
by operating activities:
Increase (decrease) in accrued expenses (3,241) (1,745) (2,468)
Increase (decrease) in due
to affiliates - (2,025) (2,025)
Increase (decrease) in
prepaid insurance (46) (53) (1,010)
---------- ---------- ----------
Net cash provided by (used in)
operating activities $ 47,404 $ (6,702) $ (14,644)
=========== =========== ===========
</TABLE>
4
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 95,073
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 95,073
<PP&E> 3,516,645
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,611,718
<CURRENT-LIABILITIES> 3,196
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,608,522
<TOTAL-LIABILITY-AND-EQUITY> 3,611,718
<SALES> 55,205
<TOTAL-REVENUES> 55,205
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,514
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 50,691
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 50,691
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
