<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 MARCH 31, 2000.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM JANUARY 1, 2000 TO
MARCH 31, 2000.
Commission File number: 0-16835 (formerly 33-12125-A)
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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.)
3011 Armory Drive
Suite 310
Nashville, Tennessee 37204
(Address of Principal Executive Offices)
Issuer's Telephone Number: 615-834-0872
------------
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 (b) 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 March 31, 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.
Results of Operations for First Quarter of 2000 Compared with First
Quarter of 1999
The Partnership activities for the first quarter of 2000 and the first
quarter of 1999 were focused on the sale of Partnership property. During the
first quarter of 2000, as in 1999, there were no sales. The only income during
the first quarter of 2000 consisted of interest income of $347 as compared with
$551 in the first 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 first quarter of 2000 included general and
administrative expenses of $4,211 versus $5,153 in the first quarter of 1999.
The decrease was primarily due to a decrease in fees charged to file the
Securities & Exchange Commission's reports. Also, there were no legal fees
incurred during the first quarter of 2000. In addition, the Partnership had
$2,025 of management fees in the first quarter of 2000, which was the same
amount incurred in the first quarter of 1999. Other expenses in the first
quarter of 2000 were real estate taxes of $70 and insurance of $167, which were
comparable to the same expenses in the first quarter of 1999.
Inflation did not have any material impact on operations during the
first 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.
<PAGE> 3
Liquidity and Capital Resources
The Partnership has cash reserves of $40,185 at March 31, 2000, which
will be used to cover the following estimated annual costs: management fees of
$8,100, accounting fees of $13,200, legal fees of $5,000, insurance costs of
$668, taxes of $281, and other administrative costs of $6,500. In the General
Partner's opinion, the Partnership's reserves will be sufficient for an
additional year of operation. 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 are no changes in the Partnership=s securities during the first
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 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 first
quarter of 2000.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
Reports on Form 8-K
None
<PAGE> 4
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
</TABLE>
<PAGE> 5
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following person 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 President, May 15, 2000
- --------------------------- Southern Management ------------
Richard W. Sorenson Group, LLC
</TABLE>
<PAGE> 6
EXHIBIT A
SOUTHEAST ACQUISITIONS I, LP
BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31,
2000 DECEMBER 31,
ASSETS (UNAUDITED) 1999
------------ -----------
<S> . <C> <C>
LAND HELD FOR SALE $ 2,257,996 $ 2,257,996
CASH AND CASH EQUIVALENTS 40,185 52,564
PREPAID INSURANCE 502 --
----------- -----------
$ 2,298,683 $ 2,310,560
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 6,722 $ 12,473
PARTNERS' EQUITY:
GENERAL PARTNER (10,723) (10,662)
LIMITED PARTNERS (4,225 UNITS OUTSTANDING) 2,302,684 2,308,749
----------- -----------
2,291,961 2,298,087
----------- -----------
$ 2,298,683 $ 2,310,560
=========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE> 7
SOUTHEAST ACQUISITIONS I, LP
STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31
2000 1999
---- ----
<S> <C> <C>
REVENUES:
Interest income $ 347 $ 551
----------- -----------
347 551
----------- -----------
EXPENSES:
GENERAL AND ADMINISTRATIVE 4,211 5,153
MANAGEMENT FEE 2,025 2,025
REAL ESTATE TAXES 70 79
INSURANCE 167 76
DELAWARE FRANCHISE AND EXCISE TAX -- 230
----------- -----------
6,473 7,563
----------- -----------
NET (LOSS) INCOME (6,126) (7,012)
PARTNERS' EQUITY,
BEGINNING OF PERIOD 2,298,087 2,324,547
----------- -----------
CAPITAL DISTRIBUTION -- (1,862)
PARTNERS' EQUITY,
END OF PERIOD $ 2,291,961 $ 2,315,673
=========== ===========
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING 4,225 4,225
=========== ===========
INCOME (LOSS) FROM OPERATIONS
PER LIMITED PARTNERSHIP
INTEREST $ (1.44) $ (1.64)
=========== ===========
</TABLE>
<PAGE> 8
EXHIBIT A
SOUTHEAST ACQUISITIONS I, LP
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31
----------------------
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
INTEREST INCOME RECEIVED 347 551
CASH PAID FOR OPERATING EXPENSES (12,726) (12,754)
-------- --------
NET CASH USED IN
OPERATING ACTIVITIES (12,379) (12,203)
CASH FLOWS FROM FINANCING ACTIVITIES:
DISTRIBUTION TO LIMITED PARTNERS -- (1,862)
-------- --------
DECREASE IN CASH (12,379) (14,065)
CASH, BEGINNING OF PERIOD 52,564 80,029
-------- --------
CASH, END OF PERIOD $ 40,185 $ 65,964
======== ========
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:
NET LOSS $ (6,126) $ (7,012)
ADJUSTMENTS TO RECONCILE NET LOSS
TO NET CASH USED IN
OPERATING ACTIVITIES:
DECREASE IN ACCOUNTS PAYABLE AND ACCRUED EXPENSES (5,751) (4,964)
INCREASE IN PREPAID EXPENSES (502) (227)
-------- --------
NET CASH USED IN OPERATING
ACTIVITIES $(12,379) $(12,203)
======== ========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE> 9
SOUTHEAST ACQUISITIONS I, LP
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 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 three-month period
ended March 31, 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 three months were as follows:
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Management Fees $ 2,025 $ 2,025
Accounting Fees -- --
Transfer Fees $ 50 $ 25
Reimbursements $ 718 $ 559
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF SOUTHEAST ACQUISITIONS I, LP FOR THE THREE MONTHS ENDED
MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 40,185
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 502
<PP&E> 2,257,996
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,298,683
<CURRENT-LIABILITIES> 6,722
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,291,961
<TOTAL-LIABILITY-AND-EQUITY> 2,298,683
<SALES> 0
<TOTAL-REVENUES> 347
<CGS> 0
<TOTAL-COSTS> 6,473
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,126)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,126)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,126)
<EPS-BASIC> (1.44)
<EPS-DILUTED> (1.44)
</TABLE>
