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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
- ---- OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002.
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- ---- ACT OF 1934.
COMMISSION FILE NUMBER: 0-18454 (FORMERLY 33-26759)
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SOUTHEAST ACQUISITIONS III, L.P.
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(Name of issuer in its charter)
Delaware 23-2532708
(State of Incorporation) (IRS Employer Identification Organization Number)
3011 Armory Drive, Suite 310
Nashville, Tennessee 37204
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(Address of principal executive offices)
Issuer's telephone no., including area code: (615) 833-8716
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Securities registered pursuant to Section 12(b) of the Act.
Name of each exchange: None
Title of each Class on which registered: Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Units $1,000 Per Unit
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 ninety (90) days. Yes X No
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Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
is not contained in this form, and no disclosure will be contained, to the best
of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes X No
--- ---
TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS...............................................................1
Background.............................................................1
Material Recent Developments...........................................2
Employees..............................................................2
Competition............................................................2
Trademarks and Patents.................................................2
ITEM 2. PROPERTIES.............................................................2
ITEM 3. LEGAL PROCEEDINGS......................................................3
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....................3
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S UNITS OF LIMITED PARTNERSHIP
INTEREST AND RELATED SECURITY HOLDER MATTERS...........................4
ITEM 6. SELECTED FINANCIAL DATA................................................4
SELECTED QUARTERLY FINANCIAL DATA......................................5
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS..............................................6
Background.............................................................6
Results of Operations..................................................6
2002 Compared to 2001..................................................6
2001 Compared to 2000..................................................7
Liquidity and Capital Resources........................................7
Controls and Procedures................................................7
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA............................8
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE....................................8
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP....................8
ITEM 11. EXECUTIVE COMPENSATION.................................................9
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.............................................................9
Security Ownership of Management......................................10
Changes in Control....................................................10
-i-
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................10
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K.......................................................11
(a) Index to Financial Statements....................................11
(b) Reports on Form 8-K..............................................11
(c) Exhibits (numbered in accordance with Item 601 of Regulation
S-K).............................................................12
SIGNATURES
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PART I
ITEM 1. BUSINESS
Background
Southeast Acquisitions III, L.P. (the "Partnership") was formed on
November 4, 1988, as a Delaware limited partnership. The Partnership's public
offering of 12,400 units of limited partnership interest ("Units") commenced on
May 2, 1989 and terminated on August 29, 1989 when all 12,400 Units were sold.
The Partnership was scheduled to terminate on December 31, 2001. There are
currently no plans to extend the Partnership agreement. Since there is land
remaining at December 31, 2002, the current General Partner will continue to run
operations in the liquidation mode until all of the Partnership's Property is
sold.
The Partnership purchased the following five parcels of unimproved land
in 1989: 208 acres in Fulton County, Georgia; 265 acres in Henry County,
Georgia; 24 Acres in Nashville, Tennessee; 47 acres in Fort Myers, Florida; and
51 acres in Columbia, South Carolina. The Partnership's primary business
objective is to realize appreciation in the value of the five parcels of
unimproved land (each a "Property", collectively the "Properties"), by holding
the Properties for investment and eventual sale, although there is no assurance
that this will be attained.
Since acquisition, the Partnership has sold approximately 50% of its
Fulton County, Georgia Property, all of its Henry County, Georgia Property, all
of its Nashville, Tennessee Property, all of its Fort Myers, Florida Property
and all of its Columbia, South Carolina Property. All of the remaining Property
in Fulton County, Georgia is currently under contract, but there can be no
assurance that this transaction will close.
The timing and manner of sale will be determined by Southern Management
Group, LLC, the General Partner of the Partnership. The General Partner
generally has the right to sell Property, or portions thereof, without the
consent of the Limited Partners. The Partnership Agreement provides, however,
that a majority in interest of the Limited Partners must consent to the sale or
disposition at one time of 60% or more of the real estate acreage held by the
Partnership as of September 22, 1997 unless the sale or disposition is being
made in connection with the liquidation of the Partnership pursuant to the
Partnership Agreement or in the event that the net proceeds of the sale, when
distributed in accordance with the Partnership Agreement, will be sufficient to
provide the Limited Partners with distributions equal to the acquisition cost of
the assets sold.
The General Partner believes that the Partnership's cash reserves will
be sufficient to last for at least one more year assuming no significant
increases in expenses. However, if the reserves are exhausted and the
Partnership is unable to borrow funds, the Partnership may have to sell the
Property on unfavorable terms.
The General Partner has no plans to develop the Properties, except for
activities necessary to prepare the Properties for sale. There can be no
assurance that necessary funds would be available should it be desirable for the
Partnership to improve the Properties to facilitate their sale.
At a special meeting of Limited Partners held on November 5, 1997, the
Partnership Agreement was amended to (i) extend the term of the Partnership from
its original expiration date of December 31, 1999 to December 31, 2001; (ii)
substitute Southern Management Group, LLC for Southeast Acquisitions, Inc. as
the General Partner of the Partnership; (iii) authorize new commissions and new
management fees for the new General Partner; (iv) give the new General Partner
the exclusive right to sell Partnership property; and (v) modify the Partnership
Agreement to require that a majority in interest of the Limited Partners must
consent to the sale or disposition at one time of 60% or more of the real estate
acreage held by the Partnership as of September 22, 1997 unless the sale or
disposition is being made in connection with the liquidation of the Partnership
pursuant to the Partnership Agreement or the net proceeds of the sale, when
distributed in accordance with the Partnership Agreement, will be sufficient to
provide the Limited Partners with distributions equal to the acquisition cost of
the assets sold.
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Material Recent Developments
During 2002, all of the remaining Columbia, South Carolina Property was
sold for a sales price of $500,000, and the Partnership recognized a loss of
$1,850. During 2001, the Partnership sold 100.01 acres of the Fulton County,
Georgia land for a sales price of $2,000,000 and recognized a gain of
$1,147,677. During 1999, 2000 and 2001 the Partnership also received extension
fees and interest income totaling $372,781 related to the extension of the
closing of this sale, which originally closed in escrow in November 1999. In
2001 the Partnership also sold 1.59 acres of the Columbia, South Carolina
Property for a sales price of $25,000 and recognized a loss of $5,992. In
September 2001, the Partnership entered into a sales contract to sell all of the
remaining Fulton County, Georgia Property for a sales price of $32,100 per acre.
Since then, the Partnership has granted the purchasers four separate extensions
of the closing date and has increased the purchase price to $33,403 per acre.
The most recent extension could extend the closing to as late as June 2003. The
purchaser has paid $250,000 in non-refundable deposits to an escrow agent, which
are to be applied to the sales price at closing. There are contract
contingencies that could allow the purchaser to terminate the agreement. There
can be no assurance that this transaction will close.
Employees
The Partnership presently has no employees. The General Partner manages
and controls the affairs of the Partnership. (See Part III, Item 10, Directors
and Executive Officers of the Partnership).
Competition
The General Partner believes that there is significant direct
competition within a five-mile radius of the remaining Property. The remaining
Property is located in central Georgia.
Trademarks and Patents
The Partnership has no trademarks or patents.
ITEM 2. PROPERTIES
The Partnership owns one tract of undeveloped land consisting of
approximately 105 acres in Fulton County, Georgia.
Fulton County, Georgia Property
The Fulton County, Georgia Property consists of approximately 105 acres
of undeveloped land located in the southern portion of Fulton County
approximately 16 miles southwest of the central business district, approximately
10 miles west of the Hartsfield-Atlanta International Airport. The Property is
located at the northeast quadrant of the intersection of State route 92
(Campbelltown-Fairburn Road) and the South Fulton Parkway. The Property has
approximately 2,750 feet of frontage along State Route 92 on its east side and
3,345 feet of frontage on Thompson Road. Thompson Road is paved and intersects
with State Route 92 north of the South Fulton Parkway. South Fulton Parkway
provides the site with direct access to both I-85 and I-285, major north-south
arteries. The Property is currently the only non-residentially zoned land in the
immediate surrounding area. The Property is located in the northeast quadrant of
the State Route 92 and South Fulton Parkway intersection and is currently zoned
for agriculture use.
All utilities are available to the Property except sewer facilities. The
Partnership has no other plans for development of this Property. The General
Partner has the sole discretion to decide whether the Partnership should develop
the Property to facilitate sales.
The former general partner had the Fulton County Property appraised in
1996 by Urban Realty Advisors, Inc. The 1996 appraiser has no relationship with
the former general partner or the current General Partner. The Property was
appraised in 1996 for $1,350,000 or approximately $6,490 per acre. The appraiser
used the sales comparison (market) approach to value the Property. The appraiser
concluded that the Property's only immediate use was residential due to the low
traffic counts and low population density in the area. The appraiser also
determined that the Property was not imminently ready for development and
therefore did not conduct a development analysis for comparison to the market
approach.
2
The appraised value does not reflect costs, expenses and commissions,
which would be incurred in connection with a sale of the property. Moreover,
appraisals are only an approximation of current market value, which can only be
established by an actual sale. The Partnership currently has a contract to sell
all of the remaining Fulton County, Georgia Property for a sales price of
$33,403 per acre. There can be no reasonable assurance that this transaction
will close.
Fort Myers, Florida Property
All of the Fort Myers, Florida Property has been sold. The Property
consisted of approximately 47 acres and was sold at a sales price of $1,300,000,
less commissions and expenses.
Columbia, South Carolina Property
All of the Columbia, South Carolina Property has been sold. During 2001,
the Partnership sold approximately 1.59 acres at a sales price of $25,000, less
commissions and expenses. The remaining 33 acres were sold in January 2002 at a
sales price of $500,000, less commissions and expenses.
ITEM 3. LEGAL PROCEEDINGS
The Partnership is not directly a party to, nor is the Partnership's
Property directly the subject of, any material legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders in 2002.
3
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S UNITS OF LIMITED PARTNERSHIP INTEREST AND
RELATED SECURITY HOLDER MATTERS
There is no established public trading market for the Units and it is
not anticipated that any will develop in the future. The Partnership commenced
an offering to the public on May 2, 1989 of 12,400 Units of limited partnership
interests. The offering of $12,400,000 was fully subscribed and terminated on
August 29, 1989. As of December 31, 2002, there were 702 limited partners in the
Partnership.
ITEM 6. SELECTED FINANCIAL DATA
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For the Year For the Year For the Year For the Year For the Year
Ended Ended Ended Ended Ended
December 31, December 31, December 31, December 31, December 31,
2002 2001 2000 1999 1998
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Operating
Revenues $ 3,085 $1,328,458 $ 393,435 $1,343,860 $ 333,395
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Net Income (Loss) $ (32,034) $1,027,182** $ 289,363 $1,113,511* $ 240,988
- ----------------------------------------------------------------------------------------------------------
Net Income (Loss) per
Unit of Limited
Partnership
Interest $ (2.58) $ 82.84 $ 23.34 $ 89.80 $ 19.43
- ----------------------------------------------------------------------------------------------------------
Total Assets $ 753,414 $1,238,158 $2,526,397 $3,597,804 $4,490,341
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Long Term
Obligations None None None None None
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Cash
Distributions
Declared per
Unit of Limited
Partnership
Interest $ 30 $ 160 $ 140 $ 165 $ 50
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* Includes a provision for loss on land of $141,147.
** Includes a provision for loss on land of $140,844.
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SELECTED QUARTERLY FINANCIAL DATA
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For the For the For the For the
For the For the Quarter Quarter For the For the Quarter Quarter
Quarter Ended Quarter Ended Ended Ended Quarter Ended Quarter Ended Ended Ended
December 31, September 30, June 30, March 31, December 31, September 30, June 30, March 31,
2002 2002 2002 2002 2001 2001 2001 2001
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Operating Revenue $ 2,432 $ 711 $ 651 $ (709) $ 405 $ 628 $1,298,627 $ 28,798
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Gross Profit* N/A N/A N/A N/A N/A N/A N/A N/A
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Net Income (Loss)
before Extra-
ordinary Items and
Cumulative Effect
of a Change in
Accounting $(6,426) $(10,389) $(6,701) $(8,518) $(238,954)** $(15,101) $1,282,397 $ (1,160)
- ------------------------------------------------------------------------------------------------------------------------------------
Net Income (Loss)
per Unit of Limited
Partnership
Interest $ (0.51) $ (0.84) $ (0.54) $ (0.69) $ (19.27) $ (1.22) $ 103.42 $ (0.09)
- ------------------------------------------------------------------------------------------------------------------------------------
Net Income
(Loss) $(6,426) $(10,389) $(6,701) $(8,518) $(238,954) $(15,101) $1,282,397 $ (1,160)
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* In the real estate industry, costs of sales are netted in the gain on
sale of land and are included in operating revenues; therefore, there is
no breakdown for gross profit.
** Includes a provision for loss on land of $140,844.
5
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Background
The Partnership was formed to acquire and realize appreciation in the
Property by holding it for investment and eventual sale. However, there can be
no assurance that the Partnership's objectives will be realized.
The Partnership originally purchased 595 acres of unimproved land at
five locations. The status of these Properties at December 31, 2002 is as
follows:
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Property Sold Prior to Remaining Property
Place Property Purchased December 31, 2002 Held for Sale
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Fulton County, Georgia 208 acres 103 acres 105 acres
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Henry County, Georgia 265 acres 265 acres 0 acres
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Fort Myers, Florida 47 acres 47 acres 0 acres
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Columbia, South Carolina 51 acres 51 acres 0 acres
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Nashville, Tennessee 24 acres 24 acres 0 acres
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Results of Operations
The Partnership had no operations from the date of its formation on
November 4, 1988 until June 1, 1989 when it acquired the initial Property and
sold 6,215 Units of Limited Partnership interest. During 1989 the Partnership
acquired four additional Properties and sold 6,185 additional Units of Limited
Partnership interests.
2002 Compared to 2001
During 2002, the Partnership sold all of the remaining property in
Columbia, South Carolina, which resulted in a net loss of $1,850. During 2001,
the Partnership had one sale of the Fulton County, Georgia Property, recognized
non-refundable extension fees and interest income related to the Fulton County,
Georgia sale and had one sale of the Columbia, South Carolina Property. The
revenues recognized from these transactions totaled $1,311,829. The only
Partnership revenue in 2002 consisted of $3,085 in interest income, as compared
to $10,218 in interest income earned in 2001. The decrease in interest income
was primarily due to a lower cash reserve during 2002, which resulted from a
distribution to the Limited Partners in the first quarter of the year. During
2001 the Partnership also recognized other income of $6,411, $6,319 of which was
for payment of prior year real estate taxes related to the Fulton County,
Georgia sale. There was no such income in 2002. During 2002, a distribution of
$30 per Unit was made to the Limited Partners compared to a distribution per
Unit of $160 in 2001.
Expenses for 2002 were $35,119 consisting of general and administrative
expenses of $28,606, franchise and excise taxes of $125, real estate taxes of
$4,316, insurance of $222 and loss on sale of land of $1,850. The general and
administrative expenses included $4,096 for the recognition of bad debt expense.
In 2000, the Partnership recorded a $4,596 account receivable from Ice Land,
USA (the "buyer"). This receivable was for the proration of the Columbia, South
Carolina property taxes resulting from the February 2000 sale of 7.29 acres in
6
Columbia, South Carolina. The buyer did pay the Partnership $500 in February
2002, but has subsequently filed for bankruptcy and collection of the remaining
balance is very doubtful. The Partnership incurred no such expense in 2001. The
general and administrative expenses for 2002 also included $18,800, in legal and
accounting fees, which represents a $4,205 decrease for 2001. In 2002 the
Partnership did not require the additional legal assistance that had been needed
for the Fulton County, Georgia Property sale in 2001. The general and
administrative expenses for 2002 also included professional fees of $2,591, a
$6,342 decrease from 2001. In 2002 the Partnership did not require environmental
study fees or engineering fees that were needed in 2001 for the sale of the
remaining Columbia, South Carolina Property. The 2002 franchise and excise taxes
were $14,437 lower than the same taxes in 2001. The 2001 tax liability to
Tennessee was primarily related to the interest income from the Fulton County,
Georgia Property sale. The 2002 real estate taxes were $79,429 lower than 2001.
In 2001 the Partnership had incurred $80,146 in Greenbelt rollback taxes. The
taxes, along with a provision for loss on land of $140,844, are both related to
the sale of the remaining Columbia, South Carolina Property, which occurred in
January 2002. The 2002 loss on sale of land also related to this same sale.
Since the Partnership is currently operating in the liquidation mode, it paid no
management fees in 2002 as compared to $26,500 that was paid in 2001.
2001 Compared to 2000
During 2001, the Partnership had one sale of the Fulton County, Georgia
Property, recognized non-refundable extension fees and interest income related
to the Fulton County, Georgia sale and had one sale of the Columbia, South
Carolina Property. The revenues recognized from these transactions totaled
$1,311,829 as compared to gains from Property sales, extension fees and interest
income related to Property sales of $377,229 in 2000. During 2001 the
Partnership also recognized other income of $6,411, $6,319 of which was for
payment of prior year real estate taxes related to the Fulton County, Georgia
sale. There was no such income in 2000. Other revenue in 2001 consisted of
$10,218 in interest income compared to $16,206 in 2000. During 2001, a
distribution of $160 per Unit was made to the Limited Partners compared to a
distribution per Unit of $140 in 2000.
Expenses for 2001 were $301,276 consisting of general and administrative
expenses of $35,403, management fees of $26,500, franchise and excise taxes of
$14,562, real estate taxes of $83,745, insurance of $222 and a provision for
loss on land of $140,844 based on the amount the Partnership had committed to
sell the Columbia, South Carolina Property for during January 2002, net of
estimated selling costs. The general and administrative fees included $23,004 in
accounting and legal fees, which represents a decrease of $7,145 from 2000. In
2001 the Partnership did not require the additional legal assistance that had
been needed for the Fort Myers, Florida Property sale in 2000. The general and
administrative expenses also included $7,002 for professional fees related to
the wetlands delineation and flood plains study on the Columbia, South Carolina
Property. There were no such fees in 2000. The franchise and excise tax
liability to Tennessee was primarily related to the interest income from the
Fulton County, Georgia Property sale. There were no such taxes paid in 2000. The
real estate taxes in 2001 included $80,146 in Greenbelt rollback taxes. These
taxes, along with the provision for loss on land, are both related to the sale
of the remaining Columbia, South Carolina Property, which occurred in January
2002. There were no rollback taxes or provision for loss on land in 2000.
Inflation did not have a material impact on operations during 2002, 2001
or 2000.
Liquidity And Capital Resources
Cash generated by operating activities varies from year to year based on
the level of land sale activity. The Partnership had cash reserves of $53,737 at
December 31, 2002. The General Partner believes that the Partnership has
sufficient cash reserves to cover normal partnership expenses for an additional
year. 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.
Controls and Procedures
(a) Within the ninety day period prior to the date of this report, we
carried out an evaluation, under the supervision and with the participation of
our management, including our principal executive officer and our principal
financial officer, of the effectiveness of the design and operation of our
disclosure controls and
7
procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934). Based upon that evaluation, our management, including our
principal executive officer and our principal financial officer, concluded that
the design and operation of these disclosure controls and procedures were
effective to timely alert them to any material information relating to the
Partnership that must be included in our periodic SEC filings.
(b) There have been no significant changes in our internal controls or
in other factors that could significantly affect internal controls subsequent to
the date we carried out this evaluation.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Partnership's financial statements for the years ended December 31,
2002, 2001 and 2000, together with the report of the Partnership's independent
auditors, Williams Benator & Libby, LLP, are included in this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
The Partnership does not have any directors or officers. The General
Partner manages and controls the affairs of the Partnership and has
responsibility for all aspects of the Partnership's operations. The current
members and executive officers and directors of the General Partner are
identified and described below.
The General Partner is a Tennessee limited liability company whose
members are Richard W. Sorenson, who owns a 50% interest in the General Partner
and has a 51% voting right, and Southeast Venture LLC, a Tennessee limited
liability company which owns 50% and has a 49% voting right.
Mr. Sorenson, age 77, has over 40 years experience in several real
estate disciplines, including land acquisition and development, development of
office buildings, shopping centers, warehouses and medical facilities. All of
these activities occurred in the southeastern United States.
Mr. Sorenson was President of Phoenix Investment Company ("Phoenix"), a
publicly owned, Atlanta based real estate development and investment firm from
1965 to 1970. Concurrent with his employment at Phoenix, he was President of
First Atlanta Realty Fund, a publicly owned real estate investment trust. During
his tenure with the trust, he served as a Trustee of the National Association of
Real Estate Investment Trusts.
Following his departure from Phoenix in 1970, Mr. Sorenson became Vice
President of Cousins Properties in Atlanta, where he was responsible for
development of office buildings, shopping centers and apartments until 1971.
Until forming Southeast Venture Companies ("SV") in 1979, Mr. Sorenson was an
independent real estate developer.
Mr. Sorenson was co-founder of SV in 1979. In 1992, substantially all of
the assets of SV were sold to Southeast Venture Corporation.
Mr. Sorenson is a graduate of the Northwestern University Business
School with a major in real estate.
The other member of the General Partner is Southeast Venture LLC
("SVLLC"). The officers and key employees of SVLLC include the following:
Paul J. Plummer, age 53. Mr. Plummer is a registered architect and
serves as director of architecture services for SVLLC. Mr. Plummer is
responsible for facility programming, planning, master planning, facility
assessment and design. Before joining SV in 1986, Mr. Plummer served as a
partner and director of design
8
for the Nashville-based architecture and engineering firm of Gresham, Smith and
Partners. In that capacity he was responsible for the design and planning of
over 15 major projects throughout the United States and Saudi Arabia. Mr.
Plummer earned his bachelor of architecture degree from the University of
Kentucky and is a member of the American Institute of Architects.
Wood S. Caldwell, age 49. Mr. Caldwell is responsible for all site
development activities on behalf of commercial and health care clients of SVLLC,
including managing all design consultants, permitting, scheduling, budgeting and
construction management. He contributes to SVLLC's development team in the areas
of land planning, zoning, permitting, engineering and construction. Before
joining SV in 1985, Mr. Caldwell served as a professional engineer for Gresham,
Smith and Partners. As the prime site design engineer for Gresham, Smith and
Partners, Mr. Caldwell produced and coordinated site development plans for over
50 separate medical facilities in over 40 different communities throughout the
southeast. Mr. Caldwell earned his bachelor of engineering degree from the
Vanderbilt University School of Engineering.
Axson E. West, age 48. Mr. West serves as vice president of brokerage
services for SVLLC, specializing in office and industrial leasing, improved
property sales and land disposition for several commercial and residential
projects. Mr. West has sold real estate and real estate securities since 1980
and, since joining SV in 1988, he has been responsible for the disposition of
land encompassing industrial, office and retail developments. Mr. West is past
director of the Nashville Board of Realtors and past president of the board's
commercial investment division. He received his bachelor of arts degree from
Vanderbilt University and is a Certified Commercial Investment Member, a
designation of the Commercial Investment Real Estate Institute.
Cameron W. Sorenson, age 41. Mr. Sorenson serves as director of vertical
development for SVLLC. He is primarily responsible for providing development and
project management for the clients of SVLLC. Prior to assuming these
responsibilities, Mr. Sorenson was project director for two large scale land
development ventures for SVLLC. Prior to joining SV in 1987, Mr. Sorenson was
with Trust Company Bank in Atlanta, as an officer in the National Division,
managing a credit portfolio in excess of $150 million. He received his bachelor
of science degree in finance from the MacIntyre School of Business at the
University of Virginia. Cameron Sorenson is the son of Richard W. Sorenson, the
individual majority member of the General Partner.
Randall W. Parham, age 47. Mr. Parham is the President of SVLLC. He is
primarily responsible for property management, park and association management
and also specializes in real estate development and brokerage. Mr. Parham is a
licensed real estate broker and architect. Prior to joining SVLLC in 1998, Mr.
Parham was a project manager with Gresham, Smith and Partners from 1978 to 1983
and was responsible for overall project management of project team and project
financial management. Following his departure from Gresham, Smith and Partners,
Mr. Parham joined MetroCenter Properties, Inc., an 850 acre mixed-use
development in Nashville, Tennessee. He was Vice President and was responsible
for initiation and development of new projects, land sales and lease
negotiations. In 1991 he purchased the assets of MetroCenter Properties and
formed MetroCenter Management, Inc. where he served as President through 1997.
ITEM 11. EXECUTIVE COMPENSATION
During the fiscal year ended December 31, 2002, the Partnership did not
pay compensation to any officers of the General Partner. The Partnership paid
the General Partner a management fee of $26,500 in the fiscal years ended
December 31, 2001and 2000. No management fees were paid during 2002 since the
Partnership is operating in the liquidation mode. See Item 13 of this report,
"Certain Relationships and Related Transactions."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 2002, no person or "group" (as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934) was known by the
Partnership to beneficially own more than five percent of the Units of the
Partnership.
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Security Ownership of Management
No individual member, or director or officer of a member, of the General
Partner nor such directors or officers as a group, owns any of the Partnership's
outstanding securities. The General Partner owns a general partnership interest
which entitles it to receive 30% of cash distributions after the Limited
Partners have received a return of their capital contributions plus cumulative
distributions equal to a 10% non-compounded Cumulative Annual Return of their
Adjusted Capital Contributions as those terms are defined in the Partnership
Agreement. The General Partner will share in taxable income to reflect cash
distributions or, to the extent there are losses, 1% of such losses.
Changes in Control
There are no arrangements known to the Partnership that would at any
subsequent date result in a change in control of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From 1988 to November 5, 1997, the Partnership paid $24,886 annually as
an administration fee to the former general partner. This fee was computed as
one quarter of one percent of the base cost of the land. The cumulative amount
of such fee could not exceed $207,244,which limit was reached and paid during
1997 as provided in the Partnership Agreement. As of November 5, 1997, the
Limited Partners voted and agreed to pay the new General Partner, Southern
Management Group, LLC, a fee of $4,066 for the period November 5, 1997 through
December 31, 1997 and annual fees of $26,500 from January 1, 1998 through
December 31, 2001. No management fees were paid in the year 2002 since the
Partnership was operating in liquidation mode.
The General Partner will also receive 30% of cash distributions after
the Limited Partners have received (i) a return of their Capital Contributions
plus (ii) cumulative distributions equal to a 10% Cumulative Annual Return on
their Adjusted Capital Contributions (as those terms are defined in the
Partnership Agreement). During 2002, 2001, and 2000 the General Partner received
no cash distributions.
At the special meeting of Limited Partners held on November 5, 1997, the
Partnership Agreement was amended to provide that total compensation paid to all
persons, including the General Partner, for the sale of the Partnership's
Property is limited to a competitive real estate commission or disposition fee
not to exceed 10% of the contract price of the property. Any such real estate
commission or disposition fee that is paid to the General Partner will reduce
any distributions to which it would otherwise be entitled under the amended
Partnership Agreement. In addition, the Partnership Agreement was amended to
provide that the General Partner may act as the exclusive agent for the sale of
the Property. During 2002, 2001 and 2000, the Partnership paid real estate
commissions of $25,000, $41,150 and $72,477, respectively, to the General
Partner.
10
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Page
(a) Index to Financial Statements
Report of Independent Auditors F-1
Balance Sheets F-2
Statements of Income F-3
Statements of Partners' Equity (Deficit) F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6
Schedules have been omitted because they are inappropriate,
not required, or the information is included elsewhere in the
financial statements or notes thereto.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Partnership
during the fourth quarter of 2002.
(c) Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
11
- ---------------------------------------------------------------------------------------------
Exhibit Numbers Description Page Numbers
- ---------------------------------------------------------------------------------------------
3.1(a) Certificate of Limited Partnership *
- ---------------------------------------------------------------------------------------------
3.1(b) & (4) Restated Limited Partnership Agreement **
- ---------------------------------------------------------------------------------------------
3.1(c) First Amendment to Restated Limited Partnership Agreement E-1
- ---------------------------------------------------------------------------------------------
11 Not Applicable
- ---------------------------------------------------------------------------------------------
12 Not Applicable
- ---------------------------------------------------------------------------------------------
13 Not Applicable
- ---------------------------------------------------------------------------------------------
16 Not Applicable
- ---------------------------------------------------------------------------------------------
18 Not Applicable
- ---------------------------------------------------------------------------------------------
19 Not Applicable
- ---------------------------------------------------------------------------------------------
22 Not Applicable
- ---------------------------------------------------------------------------------------------
24 Not Applicable
- ---------------------------------------------------------------------------------------------
25 Not Applicable
- ---------------------------------------------------------------------------------------------
27 Financial Data Schedule (for SEC use only)
- ---------------------------------------------------------------------------------------------
28 Not Applicable
- ---------------------------------------------------------------------------------------------
29 Not Applicable
- ---------------------------------------------------------------------------------------------
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
- ---------------------------------------------------------------------------------------------
* Incorporated by reference to Exhibit 3.1 filed as part of the Exhibits
to the Partnership's Registration Statement on Form S-18, Registration
No. 33-26759.
** Incorporated by reference to Exhibit 3.2 filed as part of the
Partnership's Registration Statement on Form S-18, Registration
No. 33-26759.
12
SOUTHEAST ACQUISITIONS III, L.P.
(A Limited Partnership Operating in Liquidation Mode)
AUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2002
with
INDEPENDENT AUDITORS' REPORT
Audited Financial Statements
(A Limited Partnership Operating in Liquidation Mode)
SOUTHEAST ACQUISITIONS III, L.P.
December 31, 2002
Independent Auditors' Report.................................................F-1
Balance Sheets...............................................................F-2
Statements of Operations.....................................................F-3
Statements of Partners' Equity (Deficit).....................................F-4
Statements of Cash Flows.....................................................F-5
Notes to Financial Statements................................................F-6
INDEPENDENT AUDITORS' REPORT
Partners
Southeast Acquisitions III, L.P.
Nashville, Tennessee
We have audited the accompanying balance sheets of Southeast Acquisitions III,
L.P. (a Delaware limited partnership operating in liquidation mode) as of
December 31, 2002 and 2001, and the related statements of operations, partners'
equity (deficit), and cash flows for the years ended December 31, 2002, 2001,
and 2000. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Southeast Acquisitions III,
L.P. (a limited partnership operating in liquidation mode) as of December 31,
2002 and 2001, and the results of its operations and its cash flows for the
years ended December 31, 2002, 2001, and 2000, in conformity with accounting
principles generally accepted in the United States of America.
As more fully described in Note A, according to the terms of the partnership
agreement, the Partnership was scheduled to terminate on December 31, 2001 and
is continuing to operate in liquidation mode.
Atlanta, Georgia
January 14, 2003
F-1
BALANCE SHEETS
SOUTHEAST ACQUISITIONS III, L.P.
(A Limited Partnership Operating in Liquidation Mode)
December 31
----------------------------
2002 2001
----------- -----------
ASSETS
Land and improvements held for sale--Note E $ 699,677 $ 1,149,677
Cash and cash equivalents 53,737 83,860
Accounts receivable -0- 4,621
----------- -----------
$ 753,414 $ 1,238,158
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Accounts payable and accrued expenses $ 16,609 $ 97,319
Payable to previous general partner--Note B 3,584 3,584
Partners' equity (deficit)--Note C
General partner (19,929) (19,609)
Limited partners (12,400 units outstanding) 753,150 1,156,864
----------- -----------
733,221 1,137,255
----------- -----------
$ 753,414 $ 1,238,158
=========== ===========
See notes to financial statements.
F-2
STATEMENTS OF OPERATIONS
SOUTHEAST ACQUISITIONS III, L.P.
(A Limited Partnership Operating in Liquidation Mode)
Year Ended December 31
--------------------------------------
2002 2001 2000
----------- ---------- --------
Revenues:
Gain on sale of land $ -0- $1,141,685 $224,598
Interest and other income 3,085 16,629 16,206
Extension fees and interest income related to
land sales--Note D -0- 170,144 152,631
----------- ---------- --------
3,085 1,328,458 393,435
Expenses:
General and administrative 28,606 35,403 38,217
Management fee--Note B -0- 26,500 26,500
Franchise and excise taxes 125 14,562 -0-
Real estate taxes 4,316 83,745 39,182
Insurance 222 222 173
Loss on sale of land 1,850 -0- -0-
Provision for loss on land--Note E -0- 140,844 -0-
----------- ---------- --------
35,119 301,276 104,072
----------- ---------- --------
Net (loss) income--Note C:
General partner (320) 10,271 2,894
Limited partners (31,714) 1,016,911 286,469
----------- ---------- --------
$ (32,034) $1,027,182 $289,363
=========== ========== ========
Net (loss) income per limited partnership unit $ (2.58) $ 82.84 $ 23.34
=========== ========== ========
See notes to financial statements.
F-3
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
SOUTHEAST ACQUISITIONS III, L.P.
(A Limited Partnership Operating in Liquidation Mode)
General Limited
Partner Partners Total
----------- ------------- --------------
Balance at January 1, 2000 $ (32,774) $ 3,573,484 $ 3,540,710
Net income for the year ended December 31, 2000 2,894 286,469 289,363
Distributions ($140 per unit) -0- (1,736,000) (1,736,000)
----------- ------------- --------------
Balance at December 31, 2000 (29,880) 2,123,953 2,094,073
Net income for the year ended December 31, 2001 10,271 1,016,911 1,027,182
Distributions ($160 per unit) -0- (1,984,000) (1,984,000)
----------- ------------- --------------
Balance at December 31, 2001 (19,609) 1,156,864 1,137,255
Net loss for the year ended December 31, 2002 (320) (31,714) (32,034)
Distributions ($30 per unit) -0- (372,000) (372,000)
----------- ------------- --------------
Balance at December 31, 2002 $ (19,929) $ 753,150 $ 733,221
=========== ============= ==============
See notes to financial statements.
F-4
STATEMENTS OF CASH FLOWS
SOUTHEAST ACQUISITIONS III, L.P.
(A Limited Partnership Operating in Liquidation Mode)
Year Ended December 31
-------------------------------------------------
2002 2001 2000
-------------- ------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $ (32,034) $ 1,027,182 $ 289,363
Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
Loss (gain) on sale of land 1,850 (1,141,685) (224,598)
Proceeds from sale of land, net of escrowed
cash of $412,164 in 2001 448,150 1,408,243 1,419,067
Cash paid for land improvements -0- -0- (100,000)
Provision for loss on land -0- 140,844 -0-
Decrease (increase) in accounts receivable 4,621 17,630 (22,251)
Decrease in deposit -0- -0- 5,750
(Decrease) increase in accounts payable and
accrued expenses (80,710) 80,743 3,066
Increase in escrow on pending sale of land -0- -0- 372,164
-------------- ------------- ------------
NET CASH PROVIDED
BY OPERATING ACTIVITIES 341,877 1,532,957 1,742,561
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions paid to limited partners (372,000) (1,984,000) (1,736,000)
-------------- ------------- ------------
(DECREASE) INCREASE IN
CASH AND CASH EQUIVALENTS (30,123) (451,043) 6,561
Cash and cash equivalents at beginning of year 83,860 534,903 528,342
-------------- ------------- ------------
CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 53,737 $ 83,860 $ 534,903
============== ============= ============
See notes to financial statements.
F-5
NOTES TO FINANCIAL STATEMENTS
SOUTHEAST ACQUISITIONS III, L.P.
(A Limited Partnership Operating in Liquidation Mode)
December 31, 2002
NOTE A--DECRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Southeast Acquisitions III, L.P. (a limited Partnership operating in liquidation
mode) ("the Partnership") is a Delaware limited partnership that was formed to
acquire undeveloped land. The Partnership was formed during November 1988 and
received equity contributions totaling $12,373,480 through the sale of 12,400
limited partnership units during 1989. The Partnership was originally scheduled
to terminate on December 31, 1999. However, during November 1997, concurrent
with the replacement of the previous general partner, the term of the
Partnership was extended to December 31, 2001. It is the intention of the
general partner to operate in liquidation mode until all of the Partnership's
land is sold. No adjustments are necessary to present the financial statements
on the liquidation basis.
During 1989, the Partnership purchased undeveloped land as follows:
approximately 211 acres in Fulton County, Georgia, approximately 265 acres in
Henry County, Georgia, approximately 24 acres in Nashville, Tennessee,
approximately 48 acres in Fort Myers, Florida, and approximately 51 acres in
Columbia, South Carolina. This land was purchased from an affiliate of the
previous general partner. The land in Nashville, Tennessee was sold during 1995.
The land in Henry County, Georgia was sold during 1999. The land in Fort Meyers,
Florida, was sold during 2000. The land in Columbia, South Carolina was sold
during 2002. At December 31, 2002, the Partnership's property consisted of
approximately 104.8 acres in Fulton County, Georgia.
The following accounting policies are presented to assist the reader in
understanding the Partnership's financial statements:
Basis of Accounting: The Partnership maintains its accounting records on the
accrual basis of accounting. Sales of land are recognized upon the closing of an
enforceable sales contract and the Partnership's execution of its obligations
under the contract.
Land: Land held for sale is carried at the lower of cost or fair value less
estimated cost to sell. The value of the land is reviewed for impairment
annually by considering recent sales, contract negotiations in progress, and
sale activity in the land's geographic area. The Partnership's land is carried
net of write-downs to fair value, as determined by independent appraisals.
Cumulative original write-downs to fair value through December 31, 2002 totaled
$3,622,126 on the Fulton County, Georgia land.
F-6
NOTES TO FINANCIAL STATEMENTS--Continued
SOUTHEAST ACQUISITIONS III, L.P.
(A Limited Partnership Operating in Liquidation Mode)
NOTE A--DECRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES--
Continued
Income Taxes: Federal and state income taxes have not been provided for in the
financial statements. Under existing law, the Partnership is not treated as a
taxable entity. Rather, each partner must include his allocated share of
Partnership income, loss, gain, deduction, and credit in his individual income
tax return. Write-downs of the land's carrying value that have been recorded for
financial statement purposes will not be recognized for income tax purposes
until the land is sold. At December 31, 2002 and 2001, remaining write-downs
that had not been recognized for income tax purposes totaled $1,828,423 and
$2,379,967, respectively.
Estimates: The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Cash and Cash Equivalents: For purposes of reporting cash flows, the Partnership
considers all demand deposits and highly liquid investments purchased with an
original maturity of three months or less which can be readily converted to cash
on demand, without penalty, to be cash equivalents. At December 31, 2002, cash
on deposit included approximately $126,000 in excess of federally insured
limits.
NOTE B--RELATED PARTY TRANSACTIONS
During each of the years ended December 31, 2001 and 2000, the Partnership paid
management fees of $26,500 to the general partner, as provided for in the
amendment to the partnership agreement that was adopted during November 1997. No
management fees were paid during 2002 since the Partnership was operating in
liquidation mode.
At December 31, 2002 and 2001, the Partnership had commissions payable to its
previous general partner of $3,584. During the years ended December 31, 2002,
2001, and 2000, the Partnership paid commissions to the current general partner
related to the sale of land of $25,000, $41,250, and $72,477, respectively.
F-7
NOTES TO FINANCIAL STATEMENTS--Continued
SOUTHEAST ACQUISITIONS III, L.P.
(A Limited Partnership Operating in Liquidation Mode)
NOTE B--RELATED PARTY TRANSACTIONS--Continued
The Partnership agreement provides for reimbursement of expenses incurred by the
general partner related to the administration and operation of the Partnership.
During the years ended December 31, 2002, 2001, and 2000, reimbursements to the
general partner's members and related companies totaled $2,750, $2,455, and
$2,148, respectively.
NOTE C--PARTNERS' EQUITY
In accordance with the partnership agreement (as amended in November 1997), cash
distributions and Partnership profits and losses are to be allocated as follows:
(a) Cash Distributions--Except for distributions in connection with the
liquidation of the Partnership, cash distributions, if any, will be made
100% to the limited partners until the limited partners have received
(i) a return of their capital contributions ($4,065,337 at December 31,
2002) plus (ii) cumulative distributions equal to their 10%
noncompounded cumulative annual return on their adjusted capital
contributions, as defined ($13,495,829 at December 31, 2002); thereafter
distributions will be made 70% to the limited partners and 30% to the
general partner. Distributions in connection with the Partnership's
liquidation will be made in accordance with the partners' capital
accounts as maintained for federal income tax purposes.
(b) Profits and losses are to be allocated as provided in the partnership
agreement. Generally, profits will be allocated to reflect cash
distributions, or to offset negative balances in the partners' capital
accounts, but at least 1% of profits will be allocated to the general
partner. Losses will generally be allocated 99% to the limited partners,
in proportion to their units, and 1% to the general partner, or to
reduce any positive account balances in the partners' capital accounts.
In no event will the general partner be allocated less than 1% of
profits or losses for any year.
Upon Partnership dissolution and termination, the general partner is required to
contribute to the capital of the Partnership the lesser of any negative amount
of its capital account as defined, or 1.01% of the capital contributions made by
the limited partners. Any amount so contributed shall be distributed to the
limited partners in proportion to their positive capital account balances.
During the years ended December 31, 2002, 2001, and 2000, the Partnership made
distributions to the limited partners of $372,000, $1,984,000, and $1,736,000,
respectively, or $30, $160, and $140 per unit, respectively, representing a
return of their capital contributions.
F-8
NOTES TO FINANCIAL STATEMENTS--Continued
SOUTHEAST ACQUISITIONS III, L.P.
(A Limited Partnership Operating in Liquidation Mode)
NOTE C--PARTNERS' EQUITY--Continued
Total compensation paid to all persons, including the general partner, upon the
sale of the Partnership's property is limited to a competitive real estate
commission or disposition fee not to exceed 10% of the contract price. Any such
commission or disposition fee paid to the general partner would reduce any
distribution which it would otherwise be entitled to pursuant to the partnership
agreement. The general partner or an affiliate may be given an exclusive right
to sell property for the partnership.
NOTE D--EXTENSION FEE AND INTEREST INCOME ON PREVIOUS PENDING SALES OF LAND
During the year ended December 31, 1999, the Partnership received a
non-refundable extension fee of $50,000 related to the extension of the closing
date of a pending sales contract. During the year ended December 31, 2000, the
general partner agreed to apply this fee to the sales price at closing.
Therefore, the extension fee of $50,000 was reclassified from revenues to an
escrow liability account during the year ended December 31, 2000. In addition,
during the year ended December 31, 2000, the Partnership recognized interest
income of $191,449 related to the extension of the closing date of this pending
sales contract.
During the year ended December 31, 2001, the Partnership recognized and received
non-refundable extension fees of $132,534 and interest income of $37,610 related
to this sales contract. The contract closed during May 2001.
During the year ended December 31, 2000, the Partnership received extension fees
of $10,000 and interest income of $1,182 related to another sale of land that
closed in October 2000.
F-9
NOTES TO FINANCIAL STATEMENTS--Continued
SOUTHEAST ACQUISITIONS III, L.P.
(A Limited Partnership Operating in Liquidation Mode)
NOTE E--SUMMARY OF PROPERTY AND ACTIVITY
At December 31, 2002, land consisted of the following:
Description Initial Cost Carrying Amount Date Acquired
- ---------------------------------- ------------ --------------- -------------
104.8 acres of undeveloped land in
Fulton County, Georgia $2,528,100 $699,677 June 1989
There were no liens on the land as of December 31, 2002. At December 31, 2002,
the aggregate carrying value of this land for income tax purposes was
$2,528,100. The difference between the carrying value for financial statement
purposes and income tax purposes resulted from write-downs on the land that were
recorded for financial statement purposes as more fully described in Note A.
Land activity during the years ended December 31, 2000, 2001 and 2002 consisted
of the following:
Balance at January 1, 2000 $ 3,063,712
Water main extension 100,000
Cost of land sold (1,194,469)
--------------
Balance at December 31, 2000 1,969,243
Cost of land sold (678,722)
Write-down to lower of cost or fair value,
less estimated cost to sell, based on the committed
contract price for land sold during January 2002 (140,844)
--------------
Balance at December 31, 2001 1,149,677
Cost of land sold (450,000)
--------------
Balance at December 31, 2002 $ 699,677
==============
F-10
CERTIFICATION PURSUANT TO
18 U.S.C. SECTON 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Southeast Acquisitions III, L P. (the
"Partnership") on Form 10-K (the "Report") for the period ending December 31,
2002 as filed with the Securities and Exchange Commissions on the date hereof I,
Richard W. Sorenson, the principal executive officer of the Partnership,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley act of 2002, to my knowledge, that:
(1) The report fully complies with the requirements of section 13(a)
of 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of
operation of the Partnership.
/s/ Richard W. Sorenson
- ----------------------------
Richard W. Sorenson
Richard W. Sorenson
Principal Executive Officer & Member
Southern Management Group, LLC
March 24, 2003
CERTIFICATION PURSUANT TO
18 U.S.C. SECTON 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Southeast Acquisitions III, L P. (the
"Partnership") on Form 10-K (the "Report") for the period ending December 31,
2002 as filed with the Securities and Exchange Commissions on the date hereof I,
Laura E. Ristvedt, the principal financial officer of the Partnership, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley act of 2002, to my knowledge, that:
(1) The report fully complies with the requirements of section 13(a)
of 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of
operation of the Partnership.
/s/ Laura E. Ristvedt
- -----------------------------
Laura E. Ristvedt
Laura E. Ristvedt
Principal Financial Officer
Southern Management Group, LLC
March 24, 2003
Certification of Chief Executive Officer
Of Southeast Acquisitions III, L.P.
This certification is provided pursuant to Section 302 of the
Sarbanes-Oxely Act of 2002, and accompanies the annual report on form 10-K (the
"Form 10-K") for the year ended December 31, 2002 of Southeast Acquisitions III,
L.P.
I, Richard W. Sorenson, certify that:
1. I have reviewed this annual report on Form 10-K of Southeast
Acquisitions III, L.P.
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrants as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, is made
known to us by others within those entities, particularly during
the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date:
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function);
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
3/26/03 /s/ Richard W. Sorenson
- ---------------- -----------------------------
Date Richard W. Sorenson
Richard W. Sorenson
Principal Executive Officer & Member
Southern Management Group, LLC
Certification of Chief Financial Officer
Of Southeast Acquisitions III, L.P.
This certification is provided pursuant to Section 302 of the
Sarbanes-Oxely Act of 2002, and accompanies the quarterly report on form 10-K
(the "Form 10-K") for the year ended December 31, 2002 of Southeast Acquisitions
III, L.P.
I, Laura E. Ristvedt, certify that:
1. I have reviewed this annual report on Form 10-K of Southeast
Acquisitions III, L.P.
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrants as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, is made
known to us by others within those entities, particularly during
the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date:
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function);
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
3/26/03 /s/ Laura E. Ristvedt
- ----------------- -----------------------------
Date Laura E. Ristvedt
Laura E. Ristvedt
Principal Financial Officer
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SOUTHEAST ACQUISITIONS III, L.P.
a Delaware limited partnership
By: SOUTHERN MANAGEMENT GROUP, LLC
General Partner
By: /s/ Richard W. Sorenson
-------------------------------------
RICHARD W. SORENSON
President and Chief Executive Officer
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.
Signature Title Date
--------- ----- ----
/s/ Richard W. Sorenson President, Chief Executive Officer 3/26/03
- ----------------------- and Chief Financial Officer of
Southern Management Group, LLC