FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter ended June 30, 2000
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Commission file number 0-14276
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SIERRA PACIFIC DEVELOPMENT FUND III
(A LIMITED PARTNERSHIP)
State of California 33-0043953
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
5850 San Felipe, Suite 450
Houston, Texas 77057
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number,
including area code: (713) 706-6271
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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 [ ].
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following financial statements are submitted in the next pages:
PAGE
NUMBER
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Consolidated Balance Sheets - June 30, 2000 and December 31, 1999 4
Consolidated Statements of Operations - For the Six Months
Ended June 30, 2000 and for the Three Months Ended June 30,
2000 and 1999 5
Consolidated Statements of Changes in Partners' Equity - For
the Year Ended December 31, 1999 and for the Six Months Ended
June 30, 2000 6
Consolidated Statements of Cash Flows - For the Six Months
Ended June 30, 2000 and 1999 7
Notes to Consolidated Financial Statements 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(a) OVERVIEW
The following discussion should be read in conjunction with Sierra Pacific
Development Fund III's (the Partnership) Consolidated Financial Statements and
Notes thereto appearing elsewhere in this Form 10-Q.
The Partnership currently owns a 66.64% interest in the Sierra Vista Partnership
which operated the Sierra Vista property (the Property). The Property was sold
in October 1997. The Partnership's remaining real estate investment is a 16.76%
minority interest in Sorrento I Partners (SIP), which operates the Sierra
Sorrento I property. The Partnership records its interest in SIP as an
investment in unconsolidated joint venture and accounts for such investment on
the equity method.
(b) RESULTS OF OPERATIONS
No income was recorded for the six months and three months ended June 30, 2000.
The Partnership recorded other income of $11,907 during the first quarter of
1999 as a result of a refund associated with 1998 operations. No rental income
has been generated since the sale of the Property in 1997.
Operating expenses for the six months ended June 30, 2000 decreased by $842, or
6%, when compared to the same period in the prior year. Operating expenses
consisted primarily of accounting and auditing costs. The majority of these
costs were incurred during the first quarter of each respective year.
The Partnership's share of loss from its investment in SIP was $7,341 for the
six months ended June 30, 2000 compared to $682 for the same period in the prior
year. This increase in loss was in large part due to higher interest expense
associated with the refinance of the Sierra Sorrento I property in August 1999.
2
<PAGE>
(c) LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2000, the Partnership is in a liquid position with cash of $1,044
and no current liabilities.
The Partnership's primary capital requirements are for the continued development
and operation of the Sierra Sorrento I property. It is anticipated that these
requirements will be funded from the operations of the Property and the
Partnership's joint venture partner, Sierra Mira Mesa Partners (SMMP). As
required, SMMP either advances or contributes cash to meet these requirements.
SMMP has adequate resources to make the necessary advances during the
foreseeable future. During the six months ended June 30, 2000, the Partnership
received net contributions of approximately $11,000 from SMMP. These proceeds
were used to pay operating expenses incurred during the period.
Certain factors raise substantial doubt about the Partnership's ability to
continue as a going concern. As shown in the financial statements, the
Partnership has no operating assets and its only remaining real estate
investment is its minority interest in SIP. The other partner in SIP, SMMP, will
receive preferential distributions from SIP until its contributed capital is
returned. The Partnership does not anticipate receiving any cash distributions
from SIP in the near future. Management believes the Partnership will be able to
obtain any cash needed to fund future overhead expenditures from related parties
until such time as the Partnership engages in new activities or a decision is
made to liquidate the Partnership.
Inflation:
The Partnership does not expect inflation to be a material factor in its
operations in 2000.
3
<PAGE>
SIERRA PACIFIC DEVELOPMENT FUND III
(A LIMITED PARTNERSHIP)
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 AND DECEMBER 31, 1999
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<TABLE>
<CAPTION>
JUNE 30, 2000
(UNAUDITED) DECEMBER 31, 1999
------------------ ------------------
<S> <C> <C>
ASSETS
Cash and cash equivalents .......................................................... $ 1,044 $ 3,722
------------------ ------------------
Total Assets ....................................................................... $ 1,044 $ 3,722
================== ==================
LIABILITIES AND PARTNERS' EQUITY
Investment in unconsolidated
joint venture .................................................................... $ 347,955 $ 340,614
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Total Liabilities .................................................................. 347,955 340,614
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Minority interest in consolidated
joint venture .................................................................... 13,991 7,516
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Partners' equity (deficit):
General Partner .................................................................. (360,902) (344,408)
Limited Partners:
60,000 units authorized,
36,521 issued and outstanding .................................................. 0 0
------------------ ------------------
Total Partners' equity (deficit) ................................................... (360,902) (344,408)
------------------ ------------------
Total Liabilities and Partners' equity ............................................. $ 1,044 $ 3,722
================== ==================
</TABLE>
SEE ACCOMPANYING NOTES
4
<PAGE>
SIERRA PACIFIC DEVELOPMENT FUND III
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
AND FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
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<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
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2000 1999 2000 1999
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES:
Other income ................................................. $ 0 $ 11,907 $ 0 $ 0
------------ ------------ ------------ ------------
Total revenues .......................................... 0 11,907 0 0
------------ ------------ ------------ ------------
EXPENSES:
Operating expenses ........................................... 13,735 14,577 70 780
------------ ------------ ------------ ------------
Total costs and expenses ................................ 13,735 14,577 70 780
------------ ------------ ------------ ------------
LOSS BEFORE PARTNERSHIP'S SHARE OF
UNCONSOLIDATED JOINT VENTURE LOSS ........................... (13,735) (2,670) (70) (780)
------------ ------------ ------------ ------------
PARTNERSHIP'S SHARE OF UNCONSOLIDATED
JOINT VENTURE LOSS .......................................... (7,341) (682) (852) (115)
------------ ------------ ------------ ------------
LOSS BEFORE MINORITY INTEREST'S SHARE
OF CONSOLIDATED JOINT VENTURE LOSS .......................... (21,076) (3,352) (922) (895)
------------ ------------ ------------ ------------
MINORITY INTEREST'S SHARE OF
CONSOLIDATED JOINT VENTURE LOSS .............................. 4,582 890 23 260
------------ ------------ ------------ ------------
NET LOSS ....................................................... $ (16,494) $ (2,462) $ (899) $ (635)
============ ============ ============ ============
Net loss per limited partnership unit .......................... $ 0 $ 0 $ 0 $ 0
============ ============ ============ ============
</TABLE>
SEE ACCOMPANYING NOTES
5
<PAGE>
SIERRA PACIFIC DEVELOPMENT FUND III
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
FOR THE YEAR ENDED DECEMBER 31, 1999 AND
FOR THE SIX MONTHS ENDED JUNE 30, 2000
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<TABLE>
<CAPTION>
LIMITED PARTNERS TOTAL
---------------------------- GENERAL PARTNERS'
PER UNIT TOTAL PARTNER EQUITY
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Proceeds from sale of
partnership units ................................................ $ 250.00 $ 9,222,500 $ 9,222,500
Underwriting commissions
and other organization expenses .................................. (37.00) (1,364,985) (1,364,985)
Repurchase of 369 partnership units ................................ (0.18) (85,005) (85,005)
Cumulative net income (loss)
(to December 31, 1998) ........................................... (201.63) (7,363,663) $ (315,520) (7,679,183)
Cumulative distributions
(to December 31, 1998) ........................................... (11.19) (408,847) (21,522) (430,369)
------------ ------------ ------------ ------------
Partners' equity (deficit) - January 1, 1999 ....................... 0 0 (337,042) (337,042)
Net loss ........................................................... 0 0 (7,366) (7,366)
------------ ------------ ------------ ------------
Partners' equity (deficit) - January 1, 2000 (audited) ............. 0 0 (344,408) (344,408)
Net loss ........................................................... 0 0 (16,494) (16,494)
------------ ------------ ------------ ------------
Partners' equity (deficit) - June 30, 2000 (unaudited) ............. $ 0 $ 0 $ (360,902) $ (360,902)
============ ============ ============ ============
</TABLE>
SEE ACCOMPANYING NOTES
6
<PAGE>
SIERRA PACIFIC DEVELOPMENT FUND III
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
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2000 1999
(UNAUDITED) (UNAUDITED)
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ......................................... $ (16,494) $ (2,462)
Adjustments to reconcile net loss
to cash used in operating activities:
Partnership's share of unconsolidated
joint venture loss ........................... 7,341 682
Minority interest's share of consolidated
joint venture loss ........................... (4,582) (890)
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Net cash used in operating activities .......... (13,735) (2,670)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Loan from affiliate ............................ 0 2,400
Contributions from minority investor ........... 20,000 0
Distributions to minority investor ............. (8,943) 0
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Net cash provided by financing activities ...... 11,057 2,400
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NET DECREASE IN CASH
AND CASH EQUIVALENTS ........................... (2,678) (270)
CASH AND CASH EQUIVALENTS
Beginning of period ............................. 3,722 935
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CASH AND CASH EQUIVALENTS
End of period ................................... $ 1,044 $ 665
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SEE ACCOMPANYING NOTES
7
<PAGE>
SIERRA PACIFIC DEVELOPMENT FUND III
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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1. ORGANIZATION
In April 1993, Sierra Pacific Development Fund III (the Partnership) created a
general partnership (Sorrento I Partners (SIP)) with Sierra Mira Mesa Partners
(SMMP) to facilitate cash contributions by SMMP for the continued development
and operation of the Sierra Sorrento I property (the Property). In February
1994, the Partnership formed a joint venture with SMMP known as Sierra Vista
Partners to facilitate cash contributions by SMMP for the continued development
and operation of the Sierra Vista property.
The Partnership Agreements of SIP and Sierra Vista Partners (the Agreements)
were amended effective January 1, 1995 to consider both contributions and
distributions when calculating each partners' percentage interest at January 1
of each year as called for by the Agreements. Accordingly, on January 1, 2000,
the Partnership's interest in SIP was increased from 11.88% to 16.76% and the
Partnership's interest in Sierra Vista Partners was decreased from 66.68% to
66.64% to reflect 1999 contributions and distributions.
In October 1997, the Sierra Vista property was sold for $5,630,000. The
Partnership received cash proceeds of $2,141,000 from the sale and the purchaser
assumed the Partnership's debt on the property. In accordance with the joint
venture agreement, these proceeds were distributed to SMMP. Under the terms of
the agreement, SMMP receives preferential cash distributions of available
Distributable Funds (as defined) from the sale of the property to the extent of
its capital contributions. SMMP had made net contributions of $3,335,000 to the
Partnership through the sale date.
The Partnership's remaining real estate investment is a 16.76% minority interest
in SIP. Because the Partnership owns less than 50% of this entity, it records
its interest in SIP as an investment in an unconsolidated joint venture using
the equity method of accounting.
Certain factors raise substantial doubt about the Partnership's ability to
continue as a going concern. As shown in the financial statements, the
Partnership has no operating assets and its only remaining real estate
investment is its minority interest in SIP. The other partner in SIP, SMMP, will
receive preferential distributions from SIP until its contributed capital is
returned. The Partnership does not anticipate receiving any cash distributions
from SIP in the near future. Management believes the Partnership will be able to
obtain any cash needed to fund future overhead expenditures from related parties
until such time as the Partnership engages in new activities or a decision is
made to liquidate the Partnership.
8
<PAGE>
Sierra Pacific Development Fund III
Notes to Consolidated Financial Statements (Unaudited)
Page two
2. BASIS OF FINANCIAL STATEMENTS
The accompanying unaudited consolidated condensed financial statements include
the accounts of the Partnership and Sierra Vista Partners, a majority owned
joint venture at June 30, 2000. All significant intercompany balances and
transactions have been eliminated in consolidation.
In the opinion of the Partnership's management, these unaudited financial
statements reflect all adjustments which are necessary for a fair presentation
of its financial position at June 30, 2000 and results of operations and cash
flows for the periods presented. All adjustments included in these statements
are of a normal and recurring nature. These financial statements should be read
in conjunction with the financial statements and notes thereto contained in the
Annual Report of the Partnership for the year ended December 31, 1999.
3. INVESTMENT IN UNCONSOLIDATED JOINT VENTURE
SIP was formed on April 1, 1993 between the Partnership and SMMP, an affiliate,
to develop and operate the Property, an industrial building located in San
Diego, California. At June 30, 2000, the Partnership has a 16.76% equity
interest in SIP. This investment is accounted for using the equity method.
Summarized income statement information for SIP for the six months ended June
30, 2000 and 1999 follows:
June 30
---------------------
2000 1999
---------------------
Rental income $155,262 $141,818
Total revenue 155,262 141,818
Operating expenses 60,477 55,969
Net loss 43,804 5,737
4. PARTNERS' EQUITY (DEFICIT)
Equity and net loss per limited partnership unit is determined by dividing the
limited partners' share of the Partnership's equity and net loss by the number
of limited partnership units outstanding, 36,521.
5. PENDING TRANSACTION
CGS Real Estate Company, Inc. (CGS), an affiliate of the general partner, is in
the process of developing a plan pursuant to which the property owned by SIP
would be combined with the properties of other real estate partnerships managed
by CGS and its affiliates. These limited partnerships own office properties,
industrial properties, shopping centers, and residential apartment properties.
It is expected that the acquirer would in the future qualify as a real estate
investment trust. Limited partners would receive shares of common stock in the
acquirer, which would be listed on a national securities exchange or the NASDAQ
national market system.
9
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following Exhibits are filed herewith pursuant to Rule 601 of
Regulation S-K.
Exhibit
Number Description of Exhibit
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27 Financial Data Schedule
(b) Reports on Form 8-K
A Form 8-K was filed in April 2000 reporting a change in the Partnership's
Certifying Accountant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report be signed on its behalf by the
undersigned thereunto duly authorized.
SIERRA PACIFIC DEVELOPMENT FUND III
a Limited Partnership
S-P PROPERTIES, INC.
General Partner
Date: AUGUST 14, 2000 /s/ THOMAS N. THURBER
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Thomas N. Thurber
President and Director
Date: AUGUST 14, 2000 /s/ G. ANTHONY EPPOLITO
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G. Anthony Eppolito
Chief Accountant
10
