<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, 1999.
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
----- SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM JULY 1, 1999 TO SEPTEMBER 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 September 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 Third Quarter of 1999 Compared with Third
Quarter of 1998
The Partnership activities for the third quarter of 1999 and the third
quarter of 1998 were focused on the sale of Partnership property. There were no
sales during the third quarter of 1999 or 1998. Following the quarterly periods
ended March 31, 1999 and June 30, 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 September
30, 1999, no acceptable offers were received. Interest income earned during the
third quarter of 1999 was $420 versus $816 interest income earned during the
same quarter for 1998.
Expenses in the third quarter of 1999 included general and
administrative expenses of $3,890 versus $3,744 in the third quarter of 1998.
Other expenses in the third 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 third quarter of 1998.
Inflation did not have any material impact on operations during the
third 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 $55,725 at September 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 fifteen months. 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 third
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 third
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)
- -----------------------------------------------------------------
Exhibit Numbers Description Page Number
- --------------- ----------- -----------
27 Financial Data Schedule (for SEC use only)
<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, November 5, 1999
- ----------------------- Southern Management
Richard W. Sorenson Group, LLC
</TABLE>
<PAGE> 6
EXHIBIT A
SOUTHEAST ACQUISITIONS I, LP
BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
ASSETS (UNAUDITED)
------------- ------------
<S> <C> <C>
LAND HELD FOR SALE $ 2,257,996 $ 2,257,996
CASH AND CASH EQUIVALENTS 55,725 80,029
PREPAID INSURANCE 76 --
----------- -----------
$ 2,313,797 $ 2,338,025
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 10,209 $ 13,477
PARTNERS' EQUITY:
GENERAL PARTNER (10,606) (10,417)
LIMITED PARTNERS (4,225 UNITS OUTSTANDING) 2,314,194 2,334,965
----------- -----------
2,303,588 2,324,548
----------- -----------
$ 2,313,797 $ 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 NINE MONTHS
ENDED SEPT 30 ENDED SEPT 30
--------------------------- ---------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
GAIN ON SALE OF LAND $ -- $ -- $ -- $ 122,887
INTEREST INCOME 420 816 1,426 3,715
OTHER INCOME -- -- -- --
----------- ----------- ----------- -----------
$ 420 $ 816 $ 1,426 $ 126,602
----------- ----------- ----------- -----------
EXPENSES:
GENERAL AND ADMINISTRATIVE 3,890 3,744 13,530 28,441
MANAGEMENT FEE 2,025 2,025 6,075 6,075
REAL ESTATE TAXES 79 69 237 212
INSURANCE 76 81 227 244
DELAWARE FRANCHISE & EXCISE TAX -- -- 330 --
----------- ----------- ----------- -----------
6,070 5,919 20,399 34,972
----------- ----------- ----------- -----------
NET INCOME (LOSS) (5,650) (5,103) (18,973) 91,630
PARTNERS' EQUITY,
BEGINNING OF PERIOD 2,309,237 2,386,625 2,324,547 2,543,392
----------- ----------- ----------- -----------
CAPITAL DISTRIBUTION -- -- (1,987) (253,500)
PARTNERS' EQUITY,
END OF PERIOD $ 2,303,587 $ 2,381,522 $ 2,303,587 $ 2,381,522
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING 4,225 4,225 4,225 4,225
=========== =========== =========== ===========
INCOME (LOSS) FROM OPERATIONS
PER LIMITED PARTNERSHIP
INTEREST $ (1.32) $ (1.19) $ (4.45) $ 21.47
=========== =========== =========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE> 8
EXHIBIT A
SOUTHEAST ACQUISITIONS I, LP
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS
ENDED SEPTEMBER 30
----------------------
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
PROCEEDS FROM SALE OF LAND $ -- $ 333,194
INTEREST INCOME RECEIVED 1,426 3,715
CASH PAID FOR OPERATING EXPENSES (23,743) (42,681)
-------- ---------
NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES (22,317) 294,228
CASH FLOWS FROM FINANCING ACTIVITIES:
DISTRIBUTION TO LIMITED PARTNERS (1,987) (253,500)
-------- ---------
(DECREASE) INCREASE IN CASH (24,304) 40,728
CASH, BEGINNING OF PERIOD 80,029 41,131
-------- ---------
CASH, END OF PERIOD $ 55,725 $ 81,859
======== =========
RECONCILIATION OF NET (LOSS) INCOME TO NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES:
NET (LOSS) INCOME $(18,973) $ 91,630
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 (3,269) (7,627)
INCREASE IN PREPAID EXPENSES (75) (82)
-------- ---------
NET CASH (USED IN) PROVIDED BY OPERATING
ACTIVITIES $(22,317) $ 294,228
======== =========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE> 9
SOUTHEAST ACQUISITIONS I, LP
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Nine Months Ended September 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 nine-month period ended September 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 nine months were as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Management Fees $6,075 $ 6,075
Accounting Fees -- --
Transfer Fees $ 200 $ 600
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 55,725
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 76
<PP&E> 2,257,996
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,313,797
<CURRENT-LIABILITIES> 10,209
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,303,588
<TOTAL-LIABILITY-AND-EQUITY> 2,313,797
<SALES> 0
<TOTAL-REVENUES> 1,426
<CGS> 0
<TOTAL-COSTS> 20,399
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (18,973)
<INCOME-TAX> 0
<INCOME-CONTINUING> (18,973)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (18,973)
<EPS-BASIC> (4.45)
<EPS-DILUTED> (4.45)
</TABLE>
