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 September 30, 1997
----------------------------------------------------
Commission file number 0-14269
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SIERRA PACIFIC PENSION INVESTORS `84
(A LIMITED PARTNERSHIP)
State of California 33-0043952
- ------------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
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 - September 30, 1997 and December 31, 1996 4
Statements of Operations - For the Nine Months Ended September 30, 1997
and 1996 and the Three Months Ended September 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
Nine Months Ended September 30, 1997 6
Statements of Cash Flows - for the Nine Months Ended September 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 nine months of the year remained relatively
unchanged decreasing by $1,000 when compared to the corresponding period in the
prior year. Rental income for the three months ended September 30, 1997
decreased by $7,000, or 6%, primarily due to one tenant vacating the Property in
August 1997. This space was re-leased in October 1997. The Property was 88%
occupied at September 30, 1997.
2
<PAGE>
Operating expenses for the nine months ended September 30, 1997 decreased by
$22,000, or 7%, 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 September 30,
1997 increased by $8,000, or 11%, primarily due to higher professional fees
incurred during the quarter.
Depreciation and amortization expenses for the nine months ended September 30,
1997 decreased by $10,000, or 5%, when compared to the corresponding period in
the prior year primarily due to the discontinuance of depreciation on the
building, which was fully depreciated in 1996. This decrease was partially
offset by an increase in depreciation and amortization expenses due to
additional capitalized tenant improvements and loan costs. Depreciation and
amortization expenses for the three months ended September 30, 1997 increased by
$7,000, or 13%, due to the additional capitalized tenant improvements and loan
costs. Interest expense of $77,000 was recognized for the nine months ended
September 30, 1997 due to loan agreements entered into by the Partnership. The
loans are secured by the Sierra Valencia property. The Property was previously
unencumbered.
The Partnership's share of (loss) income from investment in SMMP was ($191,000)
for the nine months ended September 30, 1997 compared to $246,000 for the same
period in 1996. The income generated by SMMP in 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
During 1997, the Partnership entered into two loan agreements totaling
$1,604,000. The loans are secured by the Sierra Valencia property. The proceeds
of these loans were primarily used to satisfy the liquidity requirements of
SMMP.
As of September 30, 1997, the Partnership is in an illiquid position. Total cash
and billed receivables amount to $34,000 compared to $204,000 of accrued and
other liabilities. The Partnership's primary capital requirements will be for
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
September 30, 1997 and December 31, 1996
September 30, December 31,
1997 1996
----------- ----------
ASSETS
Cash and cash equivalents ........................... $ 7,945 $ 42,060
Receivables:
Note receivable, net of deferred gain of $215,786 1,793,416 1,697,739
Unbilled rent .................................... 52,648 76,575
Billed rent ...................................... 25,620 15,415
Due from Sierra Mira Mesa Partners ............... 1,459,043 1,311,300
Other ............................................ 161,852 159,461
Due from affiliates ................................. 47,466 47,466
Income-producing property - net of
accumulated depreciation and valuation
allowance of $3,508,033 and $3,374,933,
respectively ...................................... 1,353,221 1,428,765
Investment in unconsolidated joint venture .......... 5,733,445 4,616,117
Other assets ........................................ 283,948 115,595
----------- ----------
Total Assets ........................................ $10,918,604 $9,510,493
=========== ==========
LIABILITIES AND PARTNERS' EQUITY
Accrued and other liabilities ....................... $ 203,906 $ 96,351
Note payable ........................................ 1,580,154 0
----------- ----------
Total Liabilities ................................... 1,784,060 96,351
----------- ----------
Partners' equity:
General Partner ................................... 0 0
Limited Partners:
80,000 units authorized,
77,000 issued and outstanding ................... 9,134,544 9,414,142
----------- ----------
Total Partners' equity .............................. 9,134,544 9,414,142
----------- ----------
Total Liabilities and Partners' equity .............. $10,918,604 $9,510,493
=========== ==========
Unaudited
See Accompanying Notes
4
<PAGE>
SIERRA PACIFIC PENSION INVESTORS '84
(A Limited Partnership)
STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 1997 and 1996
and for the Three Months Ended September 30, 1997 and 1996
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
--------------------- ----------------------
1997 1996 1997 1996
--------- -------- --------- ---------
<S> <C> <C> <C> <C>
REVENUES:
Rental income .............................. $ 350,272 $351,215 $ 117,063 $ 124,359
Interest income ............................ 147,346 144,967 50,250 47,867
--------- -------- --------- ---------
Total revenues .................... 497,618 496,182 167,313 172,226
--------- -------- --------- ---------
EXPENSES:
Operating expenses ......................... 285,996 307,957 83,973 75,556
Depreciation and amortization .............. 172,938 182,620 59,175 52,144
Interest expense ........................... 77,325 0 38,725 0
--------- -------- --------- ---------
Total costs and expenses .......... 536,259 490,577 181,873 127,700
--------- -------- --------- ---------
(LOSS) INCOME BEFORE PARTNERSHIP'S
SHARE OF JOINT VENTURE (LOSS) INCOME ....... (38,641) 5,605 (14,560) 44,526
PARTNERSHIP'S SHARE OF UNCONSOLIDATED
JOINT VENTURE (LOSS) INCOME ................ (190,957) 245,867 (55,273) (38,098)
--------- -------- --------- ---------
NET (LOSS) INCOME ............................ $(229,598) $251,472 $ (69,833) $ 6,428
========= ======== ========= =========
Net (loss) income per limited partnership unit $ (2.98) $ 3.27 $ (0.91) $ 0.08
========= ======== ========= =========
</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 Nine Months Ended September 30, 1997
<TABLE>
<CAPTION>
Limited Partners Total
----------------------- General Partners'
Per Unit Total Partner Equity
------- ------------ --------- ------------
<S> <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 ............................ (2.98) (229,598) (229,598)
Distributions ....................... (0.65) (50,000) (50,000)
------- ------------ --------- ------------
Partners' equity - September 30, 1997 $118.63 $ 9,134,544 $ 0 $ 9,134,544
======= ============ ========= ============
</TABLE>
Unaudited
See Accompanying Notes
6
<PAGE>
SIERRA PACIFIC PENSION INVESTORS '84
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
----------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income ................................... $ (229,598) $ 251,472
Adjustments to reconcile net (loss) income
to cash used in operating activities:
Depreciation and amortization ................... 172,938 182,620
Undistributed loss (income) of
unconsolidated joint venture ................... 190,957 (245,867)
Decrease (increase) in rent receivable .......... 13,722 (11,506)
Increase in other receivables ................... (98,068) (120,567)
Increase in other assets ........................ (205,177) (74,902)
Increase in accrued and other liabilities ....... 107,555 14,422
----------- ---------
Net cash used in operating activities ........... (47,671) (4,328)
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for property additions ................... (57,555) (94,057)
Capital contributions to unconsolidated
joint venture ................................... (1,311,300) 0
----------- ---------
Net cash used in investing activities ............. (1,368,855) (94,057)
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Funding of note payable secured by property ....... 1,604,000 0
Principal payments on notes payable ............... (23,846) 0
Repayment of loans to affiliate ................... 1,311,300 54,700
Loan to affiliate ................................. (1,459,043) 0
Cash distributions ................................ (50,000) (200,000)
----------- ---------
Net cash provided by (used in) financing activities 1,382,411 (145,300)
----------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS ............. (34,115) (243,685)
CASH AND CASH EQUIVALENTS - Beginning of period ....... 42,060 254,768
----------- ---------
CASH AND CASH EQUIVALENTS - End of period ............. $ 7,945 $ 11,083
=========== =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for interest .......... $ 64,711 $ 0
=========== =========
</TABLE>
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 September 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 nine months ended September 30,
1997 and 1996 are affiliate transactions as follows:
September 30
-------------------------
1997 1996
------- -------
Management fees ............................ $14,789 $10,903
Administrative fees ........................ 48,207 48,157
Leasing fees ............................... 19,109 9,995
Construction supervision
fees ..................................... 5,012 1,873
3. 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 September 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 nine months ended September 30,
1997 and 1996 follows:
September 30
-------------------------------
1997 1996
----------- -----------
Rental income .......................... $ 1,436,848 $ 1,327,910
Total revenues ......................... 1,566,402 1,463,279
Operating expenses ..................... 537,379 605,231
Share of unconsolidated
joint venture loss ................... 348,525 277,055
Loss before extraordinary
item ................................. (295,813) (463,792)
Extraordinary gain ..................... 0 1,200,380
Net (loss) income ...................... (295,813) 501,770
As of September 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 nine months ended
September 30, 1997 and 1996 follows:
SIIP
------------------------------
September 30
------------------------------
1997 1996
--------- ---------
Rental income ........................ $ 736,809 $ 748,770
Total revenues ....................... 736,809 748,770
Operating expenses ................... 300,806 275,159
Net loss ............................. (187,160) (148,853)
UNAUDITED
9
<PAGE>
Sierra Pacific Pension Investors '84
Notes to Financial Statements
Page three
SCP SVP
----------------------- -----------------------
September 30 September 30
----------------------- -----------------------
1997 1996 1997 1996
--------- --------- --------- ---------
Rental income .......... $ 557,954 $ 547,972 $ 566,780 $ 523,377
Total revenues ......... 557,954 555,744 567,413 523,377
Operating expenses ..... 377,391 376,892 418,057 388,328
Net loss ............... (257,921) (291,816) (614,475) (481,951)
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: NOVEMBER 10, 1997 /S/ THOMAS N. THURBER
Thomas N. Thurber
President and Director
Date: NOVEMBER 10, 1997 /s/ BRUCE R. TIMBERS
Bruce R. Timbers
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 SEPTEMBER 30, 1997 FINANCIAL
STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 7,945
<SECURITIES> 0
<RECEIVABLES> 240,120
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,701,926
<PP&E> 4,861,254
<DEPRECIATION> 3,508,033
<TOTAL-ASSETS> 10,918,604
<CURRENT-LIABILITIES> 203,906
<BONDS> 1,580,154
0
0
<COMMON> 0
<OTHER-SE> 9,134,544
<TOTAL-LIABILITY-AND-EQUITY> 10,918,604
<SALES> 350,272
<TOTAL-REVENUES> 497,618
<CGS> 0
<TOTAL-COSTS> 285,996
<OTHER-EXPENSES> 172,938
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 77,325
<INCOME-PRETAX> (229,598)
<INCOME-TAX> 0
<INCOME-CONTINUING> (229,598)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (229,598)
<EPS-PRIMARY> (2.98)
<EPS-DILUTED> (2.98)
</TABLE>
