10-Q 1 g71097e10-q.txt SOUTHEAST ACQUISITIONS I, L.P. 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, 2001. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM APRIL 1, 2001 TO JUNE 30, 2001. 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.) 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 (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 [ ] 2 PART I - FINANCIAL INFORMATION Item 1 - Financial Statements The unaudited financial statements of Southeast Acquisitions I, L.P. (the "Partnership") at June 30, 2001 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. Approximately 17 acres of this land was sold in 1998. All of the remaining land was sold on April 19, 2001. Since all of the land has been sold, the Partnership is in the process of being dissolved. The Partnership has filed a Certificate of Cancellation of its Certificate of Limited Partnership with the state of Delaware. The Partnership has also filed Form 15 as Certification and Notice of Termination of Registration under section 12 (g) of the Securities Exchange Act of 1934. Results of Operations for Second Quarter of 2001 Compared with Second Quarter of 2000 The Partnership activities for the second quarter of 2001 and the second quarter of 2000 were focused on the sale of Partnership property. During the second quarter of 2001, the Partnership sold all of the remaining land for a sales price of $1,980,000. There were no land sales in the second quarter of 2000. In the second quarter of 2001, the Partnership also earned $12,373 in interest income as compared with $248 in the second quarter of 2000. The increase in interest income was primarily due to a higher cash reserve which resulted from proceeds from the sale of the remaining Partnership land. Expenses in the second quarter of 2001 included general and administrative expenses of $16,742 versus $5,071 in the second quarter of 2000. The increase was primarily due to an increase in legal fees of $5,727, and an increase in accounting fees of $4,841. Additional legal fees were incurred in relation to legal issues involved in terminating the Partnership and for assistance in selling the remaining land. The legal fees also included an accrual for contingent and unforeseen liabilities that may need to be addressed during the liquidation of the Partnership. The increase in the accounting fee resulted from the need to accrue for the estimated cost of the 2001 audit and tax return preparation since the Partnership is terminating. This accrual is normally spread out over four quarters. Professional services increased by $746. This is due to additional services required in filing Form 15 with the Securities and Exchange Commission. Other expenses in the second quarter of 2001 were Delaware franchise and excise taxes of $100, which is the same amount that was 3 expensed in the second quarter of 2000. A Tennessee franchise and excise tax estimate of $1,000 was also paid in the second quarter of 2001. There was no such expense in the same quarter of 2000. Since the Partnership is currently operating in the liquidation mode, it had no management fees in the second quarter of 2001, as compared to $2,025 incurred in the second quarter of 2000. Due to the sale of the remaining land in April, real estate taxes were $6, as compared to $70 for the same quarter in 2000. Due to an adjustment made based on the insurance refunded after the land sale, insurance expense is reflected as a negative $15, as compared to $167 for the second quarter of 2000. Inflation did not have any material impact on operations during the second quarter of 2001 and will not materially impact future operations since the Partnership is in the process of terminating. Liquidity and Capital Resources The Partnership had cash reserves of $1,790,110 at June 30, 2001, which will be used to cover the following estimated annual costs: accounting fees of $10,000, legal fees of $6,000, and other administrative costs of $800. After paying all liabilities of the Partnership, the General Partner will reserve funds which it deems reasonably necessary to provide for contingent and unforeseen liabilities or obligations of the Partnership. The General Partner will then make a final distribution to the limited partners based on the terms of the Partnership Agreement. This distribution is estimated to be $1,773,310. In the General Partner's opinion, the Partnership's reserves will be sufficient to cover operations during the liquidation mode. 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 2001. 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. 4 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 2001. Item 5 - Other Information None Item 6 - Exhibits and Reports on Form 8-K None 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.

6 EXHIBIT A SOUTHEAST ACQUISITIONS I, LP BALANCE SHEETS

SEE NOTES TO FINANCIAL STATEMENTS. 7 EXHIBIT A SOUTHEAST ACQUISITIONS I, LP STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY (UNAUDITED)

* NET LOSS PER UNIT OF LIMITED PARTNERSHIP INTEREST FOR THE SECOND QUARTER OF 2000 AND THE SIX MONTHS ENDED JUNE 30, 2000 HAVE BEEN RESTATED TO CONFORM TO THE 2001 YEAR-END PRESENTATION. SEE NOTES TO FINANCIAL STATEMENTS. 8 EXHIBIT A SOUTHEAST ACQUISITIONS I, LP STATEMENTS OF CASH FLOWS (UNAUDITED)

AT JUNE 30, 2001, $1,773,310 HAS BEEN ACCRUED FOR DISTRIBUTION TO THE LIMITED PARTNERS. IT IS ANTICIPATED THAT THESE DISTRIBUTIONS WILL BE MADE IN LATE AUGUST 2001. SEE NOTES TO FINANCIAL STATEMENTS. 9 SOUTHEAST ACQUISITIONS I, LP (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS For the Six Months Ended June 30, 2001 (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, 2000. 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. Since all the Partenership's land was sold during April 2001, the Partnership is in the process of liquidating. The accompanying financial statements as of June 30, 2001 and the six months then ended are presented on the liquidation basis of accounting. Accordingly, cash is stated at actual, and liabilities are stated at the amounts expected to be paid during liquidation. No adjustment was necessary to convert the financial statements from the going concern basis of accounting to a liquidation basis of accounting. It is not presently determinable whether the amounts that creditors will accept in settlement of obligations due them will differ from the amounts shown in the accompanying June 30, 2001 financial statements; however any differences are not expected to be material. Upon full payment of the Partnership's liabilities, all remaining cash will be distributed to the limited partners. 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 of 2000 and 2001 were as follows:

SOUTHEAST ACQUISITIONS I L P 10-Q