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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, 2000.
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
--- EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM APRIL 1, 2000
TO JUNE 30, 2000.
Commission File number: 0-16835 (formerly 33-12125-A)
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SOUTHEAST ACQUISITIONS I, L.P.
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(Exact name of registrant)
Delaware 23-2454443
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(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
3011 Armory Drive, Suite 310
Nashville, Tennessee 37204
(Address of Principal Executive Offices)
Issuer's Telephone Number: 615-834-0872
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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 [ ]
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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, 2000 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. At June
30, 2000, the remaining land consisted of approximately 185 acres of South
Carolina land.
The Partnership is scheduled to terminate on December 31, 2000. There
are currently no plans to extend the Partnership agreement. If there is land
remaining at December 31, 2000, the current General Partner will continue to
run operations through the liquidation mode.
Results of Operations for Second Quarter of 2000 Compared with Second
Quarter of 1999
The Partnership activities for the second quarter of 2000 and the
second quarter of 1999 were focused on the sale of Partnership property. During
the second quarter of 2000 as in 1999, there were no sales. The only income
during the second quarter of 2000 consisted of interest income of $248 as
compared with $455 in the second quarter of 1999. The decrease in interest
income was primarily due to a lower cash reserve which has resulted from no
sales activity and the use of cash to pay operating expenses.
Expenses in the second quarter of 2000 included general and
administrative expenses of $5,071 versus $4,487 in the second quarter of 1999.
The increase was primarily due to an increase in legal fees. In addition, the
Partnership had $2,025 of management fees in the second quarter of 2000, which
was the same amount incurred in the second quarter of 1999. Other expenses in
the second quarter of 2000 were real estate taxes of $70, insurance of $167,
and Delaware franchise and excise tax fees of $100, which were comparable to
the same expenses in the second quarter of 1999.
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Inflation did not have any material impact on operations during the
second quarter of 2000 and it is not expected to materially impact future
operations.
There were no sales nor any meaningful offers received on the Property
during 1999. Therefore, the Partnership has terminated its agreement with the
realtor, Walter Taylor & Company, Inc. The Partnership has since entered into
an agreement with Colliers Keenan of Columbia, South Carolina.
Liquidity and Capital Resources
The Partnership has cash reserves of $34,358 at June 30, 2000, which
will be used to cover the following estimated costs: management fees of $4,050,
accounting fees of $7,250, legal fees of $2,500, insurance costs of $334, taxes
of $140, and other administrative costs of $3,000. In the General Partner's
opinion, the Partnership's reserves will be sufficient for the remaining six
months. However, if additional expenses are incurred, the reserves may be
inadequate to cover the Partnership's operating expenses. 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 were no changes in the Partnership's securities during the second
quarter of fiscal year 2000.
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 have 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 2000.
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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
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<S> <C> <C>
27 Financial Data Schedule (for SEC use only)
</TABLE>
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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
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<S> <C> <C>
/s/ Richard W. Sorenson Member, August 11, 2000
--------------------------- Southern Management
Richard W. Sorenson Group, LLC
</TABLE>
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EXHIBIT A
SOUTHEAST ACQUISITIONS I, LP
BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30
2000 DECEMBER 31,
ASSETS (UNAUDITED) 1999
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<S> <C> <C>
LAND HELD FOR SALE $ 2,257,996 $ 2,257,996
CASH AND CASH EQUIVALENTS 34,358 52,564
PREPAID INSURANCE 335 --
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$ 2,292,689 $ 2,310,560
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LIABILITIES AND PARTNERS' EQUITY
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 7,913 $ 12,473
PARTNERS' EQUITY:
GENERAL PARTNER (10,795) (10,662)
LIMITED PARTNERS (4,225 UNITS OUTSTANDING) 2,295,571 2,308,749
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2,284,776 2,298,087
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$ 2,292,689 $ 2,310,560
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</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
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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
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2000 1999 2000 1999
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<S> <C> <C> <C> <C>
REVENUES:
GAIN ON SALE OF LAND $ -- $ -- $ -- $ --
INTEREST INCOME 248 455 595 1,006
OTHER INCOME -- -- -- --
----------- ----------- ----------- -----------
$ 248 $ 455 $ 595 $ 1,006
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EXPENSES:
GENERAL AND ADMINISTRATIVE 5,071 4,487 9,282 9,640
MANAGEMENT FEE 2,025 2,025 4,050 4,050
REAL ESTATE TAXES 70 79 140 158
INSURANCE 167 75 334 151
DELAWARE FRANCHISE & EXCISE TAX 100 100 100 330
----------- ----------- ----------- -----------
7,433 6,766 13,906 14,329
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NET INCOME (LOSS) (7,185) (6,311) (13,311) (13,323)
PARTNERS' EQUITY,
BEGINNING OF PERIOD 2,291,961 2,315,673 2,298,087 2,324,547
----------- ----------- ----------- -----------
CAPITAL DISTRIBUTION -- (125) -- (1,987)
PARTNERS' EQUITY, END OF PERIOD $ 2,284,776 $ 2,309,237 $ 2,284,776 $ 2,309,237
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING 4,225 4,225 4,225 4,225
=========== =========== =========== ===========
INCOME (LOSS) FROM OPERATIONS
PER LIMITED PARTNERSHIP INTEREST $ (1.68) $ (1.47) $ (3.12) $ (3.12)
=========== =========== =========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
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EXHIBIT A
SOUTHEAST ACQUISITIONS I, LP
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED JUNE 30
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2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
INTEREST INCOME RECEIVED 595 1,006
CASH PAID FOR OPERATING EXPENSES (18,801) (20,948)
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NET CASH USED IN OPERATING ACTIVITIES (18,206) (19,942)
CASH FLOWS FROM FINANCING ACTIVITIES:
DISTRIBUTION TO LIMITED PARTNERS -- (1,987)
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DECREASE IN CASH (18,206) (21,929)
CASH, BEGINNING OF PERIOD 52,564 80,029
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CASH, END OF PERIOD $ 34,358 $ 58,100
======== ========
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:
NET LOSS $(13,311) $(13,323)
ADJUSTMENTS TO RECONCILE NET LOSS
TO NET CASH USED IN OPERATING ACTIVITIES:
DECREASE IN ACCOUNTS PAYABLE AND ACCRUED EXPENSES (4,560) (6,468)
INCREASE IN PREPAID INSURANCE (335) (151)
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NET CASH USED IN OPERATING ACTIVITIES $(18,206) $(19,942)
======== ========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
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SOUTHEAST ACQUISITIONS I, LP
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2000
(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, 1999. 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, 2000 may not be
indicative of the results that may be expected for the year ending
December 31, 2000.
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>
2000 1999
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<S> <C> <C>
Management Fees $4,050 $4,050
Reimbursements $1,056 $ 711
</TABLE>
