<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, 1999.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM APRIL 1, 1999 TO
JUNE 30, 1999.
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
incorporation or organization) (I.R.S. Employer Identification No.)
301 South Perimeter Park Drive
Nashville, Tennessee 37211
(Address of Principal Executive Offices)
Issuer's Telephone Number: 615-834-0872
------------
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> 2
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
The unaudited financial statements of Southeast Acquisitions I, L.P.
(the "Partnership") at June 30, 1999 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 for Second Quarter of 1999 Compared with Second
Quarter of 1998
The Partnership activities for the second quarter of 1999 and the
second quarter of 1998 were focused on the sale of Partnership property. There
were no sales during the second quarter of 1999 or 1998. Following the quarterly
periods ended December 31, 1998 and March 31, 1999, reports to the Limited
Partners advised the limited partners that effort would be made to sell all
Partnership property by bulk sale and that such a sale implied a discounted
price. This effort continues through Walter Taylor & Company, a Columbia, South
Carolina real estate broker that is familiar with the property and the market.
As of June 30, 1999, no acceptable offers were received.
Expenses in the second quarter of 1999 included general and
administrative expenses of $4,487 versus $16,299 in the second quarter of 1998.
The decrease was primarily due to a decrease in legal fees and accounting fees.
Other expenses in the second quarter of 1999 were management fees of $2,025,
real estate taxes of $79 and insurance of $76, which were comparable to the same
expenses in the second quarter of 1998. The Partnership also paid 1999 Delaware
franchise and excise tax fees of $100.
Inflation did not have any material impact on operations during the
second quarter of 1999 and it is not expected to materially impact future
operations.
The Partnership has not determined to construct the stub road as of
this date.
<PAGE> 3
Liquidity and Capital Resources
The Partnership has cash reserves of $58,100 at June 30, 1999, to cover
the following estimated annual costs: management fees of $8,100, accounting fees
of $12,500, legal fees of $5,000, insurance premiums of $300, taxes of $316, and
other administrative costs of $6,500. In the General Partner's opinion, the
Partnership's reserves will be sufficient for an additional two years. If the
reserves are exhausted, the Partnership may have to dispose of some of the
Property or incur indebtedness on unfavorable terms.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
There are no changes in the Partnership's securities during the second
quarter of fiscal year 1999.
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 1999.
<PAGE> 4
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)
<TABLE>
<CAPTION>
Exhibit Numbers Description Page Number
- --------------- ----------- -----------
<S> <C> <C>
27 Financial Data Schedule (for SEC use only)
</TABLE>
<PAGE> 5
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/ Richard W. Sorenson Member, July 30, 1999
- ----------------------------- Southern Management
Richard W. Sorenson Group, LLC
</TABLE>
<PAGE> 6
EXHIBIT A
SOUTHEAST ACQUISITIONS I, LP
BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, December 31,
1999 1998
(Unaudited)
----------- -----------
<S> <C> <C>
ASSETS
Land held for sale $ 2,257,996 $ 2,257,996
Cash and cash equivalents 58,100 80,029
Prepaid insurance 152 --
----------- -----------
$ 2,316,248 $ 2,338,025
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued expenses $ 7,011 $ 13,477
Partners' equity:
General partner (10,550) (10,417)
Limited partners (4,225 units outstanding) 2,319,787 2,334,965
----------- -----------
2,309,237 2,324,548
----------- -----------
$ 2,316,248 $ 2,338,025
=========== ===========
</TABLE>
See notes to financial statements.
<PAGE> 7
EXHIBIT A
SOUTHEAST ACQUISITIONS I, LP
STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
------------------------------ ------------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES:
Gain on sale of land $ -- $ -- $ -- $ 122,887
Interest income 455 1,720 1,006 2,899
Other income -- -- -- --
----------- ----------- ----------- -----------
$ 455 $ 1,720 $ 1,006 $ 125,786
----------- ----------- ----------- -----------
EXPENSES:
General and administrative 4,487 16,299 9,640 24,697
Management fee 2,025 2,025 4,050 4,050
Real estate taxes 79 70 158 143
Insurance 75 82 151 163
Delaware franchise & excise tax 100 -- 330 --
----------- ----------- ----------- -----------
6,766 18,476 14,329 29,053
----------- ----------- ----------- -----------
NET INCOME (LOSS) (6,311) (16,756) (13,323) 96,733
Partners' equity,
Beginning of period 2,315,673 2,656,881 2,324,547 2,543,392
----------- ----------- ----------- -----------
Capital distribution (125) (253,500) (1,987) (253,500)
Partners' equity,
End of period $ 2,309,237 $ 2,386,625 $ 2,309,237 $ 2,386,625
=========== =========== =========== ===========
Weighted average number
of limited partnership
units outstanding 4,225 4,225 4,225 4,225
=========== =========== =========== ===========
Income (loss) from operations
per limited partnership
interest $ (1.47) $ (3.92) $ (3.12) $ 22.67
=========== =========== =========== ===========
</TABLE>
See notes to financial statements.
<PAGE> 8
EXHIBIT A
SOUTHEAST ACQUISITIONS I, LP
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED JUNE 30
---------------------------
1999 1998
-------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Proceeds from sale of land $ -- $ 333,194
Interest income received 1,006 2,899
Cash paid for operating expenses (20,948) (39,141)
-------- -------------
Net cash (used in) provided by
operating activities (19,942) 296,952
CASH FLOWS FROM FINANCING ACTIVITIES:
Distribution to limited partners (1,987) (253,500)
-------- -------------
(Decrease) increase in cash (21,929) 43,452
Cash, beginning of period 80,029 41,131
-------- -------------
Cash, end of period $ 58,100 $ 84,583
======== =============
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
Net (loss) income $(13,323) $ 96,733
Adjustments to reconcile net (loss) income
to net cash (used in) provided by
operating activities:
Gain on sale of land -- (122,887.00)
Net proceeds from sale of land -- 333,194.00
Decrease in accounts payable and accrued expenses (6,468) (9,900)
Increase in prepaid expenses (151) (188)
-------- -------------
Net cash (used in) provided by operating
activities $(19,942) $ 296,952
======== =============
</TABLE>
See notes to financial statements.
<PAGE> 9
SOUTHEAST ACQUISITIONS I, LP
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Six Months Ended June 30, 1999
(Unaudited)
A. ACCOUNTING POLICIES
The unaudited financial statements presented herein have been prepared
in accordance with the instructions to Form 10-Q and do not include all
of the information and note disclosures required by generally accepted
accounting principles. These statements should be read in conjunction
with the financial statements and notes thereto included in the
Partnership's Form 10-K for the year ended December 31, 1998. In the
opinion of management, such financial statements include all
adjustments, consisting only of normal recurring adjustments, necessary
to summarize fairly the Partnership's financial position and results of
operations. The results of operations for the six-month period ended
June 30, 1999 may not be indicative of the results that may be expected
for the year ending December 31, 1999.
B. RELATED PARTY TRANSACTIONS
The General Partner and its affiliates have been actively involved in
managing the Partnership's operations. Compensation earned for these
services in the first six months were as follows:
<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Management Fees $4,050 $4,050
Accounting Fees -- --
Transfer Fees $ 75 $ 550
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF SOUTHEAST ACQUISITIONS I, L.P. FOR THE SIX MONTHS ENDED
JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 58,100
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 152
<PP&E> 2,257,996
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,316,248
<CURRENT-LIABILITIES> 7,011
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,309,237
<TOTAL-LIABILITY-AND-EQUITY> 2,316,248
<SALES> 0
<TOTAL-REVENUES> 1,006
<CGS> 0
<TOTAL-COSTS> 14,329
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (13,323)
<INCOME-TAX> 0
<INCOME-CONTINUING> (13,323)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13,323)
<EPS-BASIC> (3.12)
<EPS-DILUTED> (3.12)
</TABLE>
