<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, 2000.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM JULY 1, 2000 TO
SEPTEMBER 30, 2000.
Commission File number: 0-16835 (formerly 33-12125-A)
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 September 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
September 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 Third Quarter of 2000 Compared with Third
Quarter of 1999
The Partnership activities for the third quarter of 2000 and the third
quarter of 1999 were focused on the sale of Partnership property. During the
third quarter of 2000, as in 1999, there were no sales. The only income during
the third quarter of 2000 consisted of interest income of $218 as compared with
$420 in the third 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 third quarter of 2000 included general and
administrative expenses of $4,192 versus $3,890 in the third quarter of 1999.
The increase was primarily due to an increase in legal fees. In addition, the
Partnership had $2025 of management fees in the third quarter of 2000, which was
the same amount incurred in the third quarter of 1999. Other expenses in the
third quarter of 2000 were real estate taxes of $70 and insurance costs of $167,
which were comparable to the same expenses in the third quarter of 1999.
Inflation did not have any material impact on operations during the
third 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.
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Liquidity and Capital Resources
The Partnership has cash reserves of $33,156 at September 30, 2000,
which will be used to cover the following estimated costs: management fees of
$2,025, accounting fees of $10,000, legal fees of $2,500, insurance premiums of
$167, taxes of $281, and other administrative costs of $2,000. In the General
Partner's opinion, the Partnership's reserves will be sufficient for the
remaining three 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 third
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 third
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)
Exhibit Numbers Description
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27 Financial Data Schedule (for SEC use only)
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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.
Signature Title Date
/s/ Richard W. Sorenson
------------------------------ Member, November 9, 2000
Richard W. Sorenson Southern Management ----------------
Group, LLC
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EXHIBIT A
SOUTHEAST ACQUISITIONS I, LP
BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
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ASSETS (UNAUDITED)
<S> <C> <C>
Land held for sale $ 2,257,996 $ 2,257,996
Cash and cash equivalents 33,156 52,564
Prepaid insurance 168 --
----------- -----------
$ 2,291,320 $ 2,310,560
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued expenses $ 12,780 $ 12,473
Partners' equity:
General partner (10,857) (10,662)
Limited partners (4,225 units outstanding) 2,289,397 2,308,749
----------- -----------
2,278,540 2,298,087
----------- -----------
$ 2,291,320 $ 2,310,560
=========== ===========
</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 SEPTEMBER 30 ENDED SEPTEMBER 30
-------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Interest income $ 218 $ 420 $ 813 $ 1,426
----------- ----------- ----------- -----------
$ 218 $ 420 $ 813 $ 1,426
----------- ----------- ----------- -----------
EXPENSES:
General and administrative 4,192 3,890 13,473 13,530
Management fee 2,025 2,025 6,075 6,075
Real estate taxes 70 79 210 237
Insurance 167 76 502 227
Delaware franchise & excise tax -- -- 100 330
----------- ----------- ----------- -----------
6,454 6,070 20,360 20,399
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NET INCOME (LOSS) (6,236) (5,650) (19,547) (18,973)
Partners' equity,
Beginning of period 2,284,776 2,309,237 2,298,087 2,324,547
----------- ----------- ----------- -----------
Capital distribution -- -- -- (1,987)
Partners' equity,
end of period $ 2,278,540 $ 2,303,587 $ 2,278,540 $ 2,303,587
=========== =========== =========== ===========
Weighted average number
of limited partnership
Units outstanding 4,225 4,225 4,225 4,225
=========== =========== =========== ===========
Income (loss) from operations
per limited partnership
interest $ (1.46) $ (1.32) $ (4.58) $ (4.45)
=========== =========== =========== ===========
</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
--------------------
2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Interest income received 813 1,426
Cash paid for operating expenses (20,221) (23,743)
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Net cash used in
operating activities (19,408) (22,317)
CASH FLOWS FROM FINANCING ACTIVITIES:
Distribution to limited partners -- (1,987)
-------- --------
Decrease in cash (19,408) (24,304)
Cash, beginning of period 52,564 80,029
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Cash, end of period $ 33,156 $ 55,725
======== ========
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:
Net loss $(19,547) $(18,973)
Adjustments to reconcile net loss
to net cash used in
operating activities:
Increase (decrease) in accounts payable and accrued expenses 307 (3,269)
Increase in prepaid insurance (168) (75)
-------- --------
Net cash used in operating
activities $(19,408) $(22,317)
======== ========
</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, 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 nine-month period ended
September 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 nine months were as follows:
<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
Management Fees $6,075 $6,075
Reimbursements $1,329 $ 876
</TABLE>
