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, 1997
------------------------------------------------------
Commission file number 0-14269
------------------------------------------------------
SIERRA PACIFIC PENSION INVESTORS '84
(A LIMITED PARTNERSHIP)
State of California 33-0043952
- -------------------------------------- -------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
5850 San Felipe, Suite 500
Houston, Texas 77057
- -------------------------------------- -------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (713) 706-6271
------------------
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
------
Balance Sheets - June 30, 1997 and December 31, 1996 ................ 4
Statements of Operations - For the Six Months Ended
June 30, 1997 and 1996 and the Three Months Ended
June 30, 1997 and 1996 .............................................. 5
Statements of Changes in Partners' Equity - From
June 5, 1984 (inception of the Partnership) to
December 31, 1996 and for the Six Months Ended June 30, 1997 ........ 6
Statements of Cash Flows - for the Six Months Ended
June 30, 1997 and 1996 .............................................. 7
Notes to 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 the Partnership's
Financial Statements and Notes thereto appearing elsewhere in this Form 10-Q.
The Partnership currently owns one property, Sierra Valencia. In addition, the
Partnership holds a 64.02% interest in Sierra Mira Mesa Partners ("SMMP").
(b) RESULTS OF OPERATIONS
Rental income for the first six months of the year increased by $6,000, or 3%,
principally due to an increase in occupancy from 96% at June 30, 1996 to 100% at
June 30, 1997. Rental income for the three months ended June 30, 1997 decreased
$16,000, or 13%, as a result of billings credits given to tenants in May 1997
due to common area maintenance fees being lower than anticipated in the prior
year.
2
<PAGE>
Operating expenses for the six months ended June 30, 1997 decreased by $30,000,
or 13%, when compared to the corresponding period in the prior year principally
due to lower maintenance and repair costs, accounting and auditing fees, and
other administrative cost cutting measures implemented by management. This
decrease was partially offset by an increase in professional fees incurred
during the period. Operating expenses for the three months ended June 30, 1997
increased by $19,000, or 16%, primarily due to higher professional fees and
accounting and auditing costs incurred during the quarter.
Depreciation and amortization expenses for the six months ended June 30, 1997
decreased by $17,000, or 13%, when compared to the corresponding period in the
prior year due to the discontinuance of depreciation on the building, which was
fully depreciated in 1996. Interest expense of $39,000 was recognized for the
six months ended June 30, 1997 due to a new loan agreement. The loan is secured
by the Sierra Valencia property. The Property was previously unencumbered.
The Partnership's share of (loss) income from investment in SMMP was ($136,000)
for the six months ended June 30, 1997 compared to $284,000 for the same period
in 1996. The income generated by SMMP in second quarter of 1996 was principally
due to its share of income from Sorrento I Partners ("SIP"), which owns the
Sorrento I property. SIP exercised a discounted payoff option in May 1996 and
recorded an extraordinary gain of $1,200,000 in connection with this
transaction.
(c) LIQUIDITY AND CAPITAL
In March 1997, the Partnership entered into a loan agreement in the amount of
$1,404,000. This loan is secured by the Sierra Valencia Property. The proceeds
of this loan will be used to fund a distribution to the limited partners and
make additional contributions to SMMP.
As of June 30, 1997, the Partnership is in an illiquid position. Total cash and
billed receivables amount to $68,000 compared to $118,000 of accrued and other
liabilities. The Partnership's primary capital requirements will be for
construction of new tenant space and compliance with the Americans with
Disabilities Act or other yet unknown changes in building codes. It is
anticipated that these requirements will be funded from operations of the
Property.
3
<PAGE>
SIERRA PACIFIC PENSION INVESTORS '84
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
JUNE 30, 1997 AND DECEMBER 31, 1996
JUNE 30, 1997 DECEMBER 31, 1996
-------------- --------------
ASSETS
Cash and cash equivalents .................... $ 46,121 $ 42,060
Receivables:
Note receivable, net of deferred
gain of $215,786 ........................ 1,793,416 1,697,739
Unbilled rent ............................. 60,229 76,575
Billed rent ............................... 21,823 15,415
Due from Sierra Mira Mesa Partners ........ 1,477,843 1,311,300
Other ..................................... 111,622 159,461
Due from affiliates .......................... 47,466 47,466
Income-producing property - net of
accumulated depreciation and valuation
allowance of $3,463,636 and $3,374,933,
respectively ............................... 1,345,074 1,428,765
Investment in unconsolidated joint venture ... 5,789,724 4,616,117
Other assets ................................. 231,057 115,595
-------------- --------------
Total Assets ................................. $ 10,924,375 $ 9,510,493
============== ==============
LIABILITIES AND PARTNERS' EQUITY
Accrued and other liabilities ................ $ 118,049 $ 96,351
Notes payable ................................ 1,601,949 0
-------------- --------------
Total Liabilities ............................ 1,719,998 96,351
-------------- --------------
Partners' equity:
General Partner ............................ 0 0
Limited Partners:
80,000 units authorized,
77,000 issued and outstanding ............ 9,204,377 9,414,142
-------------- --------------
Total Partners' equity ....................... 9,204,377 9,414,142
-------------- --------------
Total Liabilities and Partners' equity ...... $ 10,924,375 $ 9,510,493
============== ==============
UNAUDITED
SEE ACCOMPANYING NOTES
4
<PAGE>
SIERRA PACIFIC PENSION INVESTORS '84
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
AND FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- ----------------------------
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES:
Rental income .................................. $ 233,209 $ 226,856 $ 107,872 $ 124,013
Interest income ................................ 97,096 97,100 48,639 48,176
------------ ------------ ------------ ------------
Total revenues ........................ 330,305 323,956 156,511 172,189
------------ ------------ ------------ ------------
EXPENSES:
Operating expenses ............................. 202,023 232,401 133,908 114,997
Depreciation and amortization .................. 113,763 130,476 57,842 54,735
Interest expense ............................... 38,600 0 36,796 0
------------ ------------ ------------ ------------
Total costs and expenses .............. 354,386 362,877 228,546 169,732
------------ ------------ ------------ ------------
(LOSS) INCOME BEFORE PARTNERSHIP'S
SHARE OF JOINT VENTURE (LOSS) INCOME ........... (24,081) (38,921) (72,035) 2,457
PARTNERSHIP'S SHARE OF UNCONSOLIDATED
JOINT VENTURE (LOSS) INCOME .................... (135,684) 283,965 (69,185) 359,721
------------ ------------ ------------ ------------
NET (LOSS) INCOME ................................ $ (159,765) $ 245,044 $ (141,220) $ 362,178
============ ============ ============ ============
Net (loss) income per limited partnership unit ... $ (2.07) $ 3.18 $ (1.83) $ 4.70
============ ============ ============ ============
</TABLE>
UNAUDITED
SEE ACCOMPANYING NOTES
5
<PAGE>
SIERRA PACIFIC PENSION INVESTORS '84
(A LIMITED PARTNERSHIP)
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
FROM JUNE 5, 1984 (INCEPTION OF PARTNERSHIP) TO DECEMBER 31, 1996
AND FOR THE SIX MONTHS ENDED JUNE 30, 1997
<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 $ 19,418,250 $ 19,418,250
Underwriting commissions
and other organization expenses . (37.34) (2,894,014) (2,894,014)
Repurchase of 665 partnership units (0.03) (151,621) (151,621)
Cumulative net (loss) income
(to December 31, 1996) .......... (69.59) (5,358,467) $ 133,334 (5,225,133)
Cumulative distributions
(to December 31, 1996) .......... (20.78) (1,600,006) (133,334) (1,733,340)
------------ ------------ ------------ ------------
Partners' equity - January 1, 1997 122.26 9,414,142 0 9,414,142
Net loss .......................... (2.07) (159,765) (159,765)
Distributions ..................... (0.65) (50,000) (50,000)
------------ ------------ ------------ ------------
Partners' equity - June 30, 1997 .. $ 119.54 $ 9,204,377 $ 0 $ 9,204,377
============ ============ ============ ============
</TABLE>
UNAUDITED
SEE ACCOMPANYING NOTES
6
<PAGE>
SIERRA PACIFIC PENSION INVESTORS '84
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ................................................. $ (159,765) $ 245,044
Adjustments to reconcile net (loss) income
to cash used in operating activities:
Depreciation and amortization .......................... 113,763 130,476
Undistributed loss (income) of
unconsolidated joint venture ......................... 135,684 (283,965)
Decrease (increase) in rent receivable ................. 9,938 (5,381)
Increase in other receivables .......................... (47,838) (72,728)
Increase in other assets ............................... (138,513) (27,319)
Increase (decrease) in accrued and other liabilites .... 21,698 (2,630)
------------ ------------
Net cash used in operating activities .................. (65,033) (16,503)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for property additions ........................ (5,012) (25,290)
Capital contributions to unconsolidated
joint venture ........................................ (1,311,300) 0
------------ ------------
Net cash used in investing activities .................. (1,316,312) (25,290)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Funding of note payable secured by property ............ 1,604,000 0
Principal payments on notes payable .................... (2,051) 0
Repayment of loans to affiliate ........................ 1,311,300 0
Loan to affiliate ...................................... (1,477,843) (38,800)
Cash distributions ..................................... (50,000) (100,000)
------------ ------------
Net cash provided by (used in) financing activities .... 1,385,406 (138,800)
------------ ------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS .................................... 4,061 (180,593)
CASH AND CASH EQUIVALENTS - Beginning of period ............ 42,060 254,768
------------ ------------
CASH AND CASH EQUIVALENTS - End of period .................. $ 46,121 $ 74,175
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest ............... $ 25,820 $ 0
============ ============
</TABLE>
In 1997, $95,676 of interest receivable was added to the principal balance of
the related note receivable. This transaction is a noncash item not reflected in
the above statement of cash flows.
UNAUDITED
SEE ACCOMPANYING NOTES
7
<PAGE>
SIERRA PACIFIC PENSION INVESTORS '84
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. BASIS OF FINANCIAL STATEMENTS
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, 1997 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, 1996.
2. RELATED PARTY TRANSACTIONS
In 1994, all of the common stock of TCP, Inc. was purchased by Finance Factors,
Inc. from Carlsberg Management Company ("CMC"). TCP, Inc. owns all of the common
stock of S-P Properties, Inc., the General Partner of the Partnership. CMC
continued to manage the affairs of the Partnership through June 30, 1995.
Included in the financial statements for the six months ended June 30, 1997 and
1996 are affiliate transactions as follows:
June 30
-------------------
1997 1996
-------- --------
Management fees ................... $ 10,388 $ 7,085
Administrative fees ............... 33,378 28,552
Leasing fees ...................... 0 8,640
Construction supervision fees ..... 5,012 1,873
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE
Sierra Mira Mesa Partners ("SMMP") was formed in 1985 between the Partnership
and Sierra Pacific Development Fund II, an affiliate, to develop and operate the
real property known as Sierra Mira Mesa, an office building, located in San
Diego, California. At June 30, 1997 the Partnership's interest in SMMP was
64.02%; the remaining 35.98% interest is owned by Sierra Pacific Development
Fund II.
UNAUDITED
8
<PAGE>
Sierra Pacific Pension Investors '84
Notes to Financial Statements
Page two
The consolidated financial statements of SMMP include the accounts of SMMP and
Sorrento I Partners, a majority owned California general partnership. Summarized
income statement information for SMMP for the six months ended June 30, 1997 and
1996 follows:
June 30
----------------------------
1997 1996
------------ ------------
Rental income ............. $ 955,585 $ 848,603
Total revenues ............ 1,040,240 940,590
Operating expenses ........ 368,729 526,358
Share of unconsolidated
joint venture loss ...... 236,476 181,890
Net (loss) income ......... (211,922) 818,758
As of June 30, 1997, SMMP holds a 24.91% interest in Sorrento II Partners
("SIIP"), a California general partnership with Sierra Pacific Institutional
Properties V formed in 1993; a 4.96% interest in Sierra Creekside Partners
("SCP"), a California general partnership with Sierra Pacific Development Fund
formed in 1994; and a 47.05% interest in Sierra Vista Partners ("SVP"), a
California general partnership with Sierra Pacific Development Fund III formed
in 1994.
Summarized income statement information for these Partnerships, which are
accounted for by SMMP under the equity method, for the six months ended June 30,
1997 and 1996 follows:
SIIP
----------------------------
June 30
----------------------------
1997 1996
------------ ------------
Rental income ........... $ 494,567 $ 506,638
Total revenues .......... 494,567 506,638
Operating expenses ...... 209,493 197,964
Net loss ................ (130,368) (106,301)
UNAUDITED
9
<PAGE>
Sierra Pacific Pension Investors '84
Notes to Financial Statements
Page three
SCP SVP
----------------------------------------------------
June 30 June 30
----------------------------------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
Rental income .... $ 354,983 $ 372,584 $ 376,250 $ 343,209
Total revenues ... 354,983 379,912 376,250 343,209
Operating expenses 247,305 255,607 256,843 250,274
Net loss ......... (201,322) (191,276) (412,360) (310,415)
4. PARTNERS' EQUITY
Equity and net income (loss) per limited partnership unit is determined by
dividing the Limited Partners' share of the Partnership's equity and net income
(loss) by the number of limited partnership units outstanding, 77,000.
UNAUDITED
10
<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
- ----------- --------------------------------
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
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 PENSION INVESTORS '84
a Limited Partnership
S-P PROPERTIES, INC.
General Partner
Date: AUGUST 13, 1997 /S/ THOMAS N. THURBER
Thomas N. Thurber
President and Director
Date: AUGUST 13, 1997 /S/ MICHELE E. JOHNSON
Michele E. Johnson
Chief Accounting Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM SIERRA PACIFIC PENSION INVESTORS '84 JUNE 30, 1997 FINANCIAL STATEMENTS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 46,121
<SECURITIES> 0
<RECEIVABLES> 193,674
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,704,875
<PP&E> 4,808,710
<DEPRECIATION> 3,463,636
<TOTAL-ASSETS> 10,924,375
<CURRENT-LIABILITIES> 118,049
<BONDS> 1,601,949
0
0
<COMMON> 0
<OTHER-SE> 9,204,377
<TOTAL-LIABILITY-AND-EQUITY> 10,924,375
<SALES> 233,209
<TOTAL-REVENUES> 330,305
<CGS> 0
<TOTAL-COSTS> 202,023
<OTHER-EXPENSES> 113,763
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 38,600
<INCOME-PRETAX> (159,765)
<INCOME-TAX> 0
<INCOME-CONTINUING> (159,765)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (159,765)
<EPS-PRIMARY> (2.07)
<EPS-DILUTED> (2.07)
</TABLE>
