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, 1999
-------------------------------------
Commission file number 0-14269
-------------------------------------
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 450
Houston, Texas 77057
- -------------------------------------- -------------------------------
(Address of principal executive (Zip Code)
offices)
Registrants'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, 1999 and December 31, 1998 5
Statements of Operations - For the Six Months Ended
June 30, 1999 and 1998 and For the Three Months Ended
June 30, 1999 and 1998. 6
Statements of Changes in Partners' Equity - From June 5, 1984
(inception of the Partnership) to December 31, 1998 and for the
Six Months Ended June 30, 1999. 7
Statements of Cash Flows - For the Six Months Ended June 30,
1999 and 1998. 8
Notes to Financial Statements 9
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 66.99% interest in Sierra Mira Mesa Partners ("SMMP").
(b) RESULTS OF OPERATIONS
Rental income for the six months ended June 30, 1999 increased by $89,000, or
39%, when compared to the corresponding period in the prior year, primarily due
to an increase in occupancy and higher rental rates. Rental income for the three
months ended June 30, 1999 increased by $67,000, or 61%, principally due to the
increase in occupancy and higher rental rates. In addition, tenant billings rose
during the quarter as a result of common area maintenance fees being higher than
anticipated in the prior year. The Property was 100% occupied at June 30, 1999.
2
<PAGE>
Operating expenses for the six months ended June 30, 1999 increased by $35,000,
or 18%, in comparison to the corresponding period in the prior year, principally
due to an increase in administrative costs. Operating expenses for the three
months ended June 30, 1999 increased by $25,000, or 32%, primarily as a result
of the increase in administrative costs. Further, higher professional fees were
incurred during the quarter.
Depreciation and amortization expenses for the six months ended June 30, 1999
increased by $10,000, or 8%, when compared to the corresponding period in 1998,
due to additional capitalized tenant improvements and leasing costs.
In May 1999, the Partnership received a $943,000 principal payment on its trust
deed note receivable and recognized $83,000 of its deferred gain related to the
note receivable.
The Partnership's share of income from investment in SMMP increased by $55,000
for the six months ended June 30, 1999 when compared to the same period in the
prior year. SMMP generated income for the six months and three months ended June
30, 1999.
(c) LIQUIDITY AND CAPITAL
The Partnership received a $943,000 principal payment on its trust deed note
receivable in May 1999. These funds were primarily used to satisfy the liquidity
requirements of SMMP.
As of June 30, 1999, the Partnership is in an illiquid position with cash and
and billed receivables of $95,000 and accrued and other liabilities of $110,000.
The Partnership anticipates cash required to meet debt obligations and for the
construction of new tenant space will be funded from the operations of the
Property.
(d) YEAR 2000 COMPLIANCE
The Year 2000 Compliance issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of the
Partnership's computer programs that have time-sensitive software may recognize
a date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities. As a result,
many companies' software and computer systems may need to be upgraded or
replaced in order to comply with Year 2000 requirements.
The Partnership employs a property management company to manage, operate and
lease the property. The management company believes it will be ready for the
Year 2000 date change by the end of 1999. The impact of Year 2000 non-compliance
by other third parties cannot accurately be gauged.
The total cost to the Partnership of activities associated with Year 2000
Compliance is not anticipated to be material to its financial position or
results of operations in any given year. In
3
<PAGE>
January 1999, the Partnership began utilizing a new software program to maintain
books and records. The new software program is Year 2000 compliant.
The total amount of potential risk that would be reasonably likely to result
from Year 2000 failures cannot presently be estimated. In the event the
Partnership does not properly identify Year 2000 issues in a timely manner,
there can be no assurance that Year 2000 issues will not materially affect the
Partnership's results.
The Partnership's contingency plan should systems fail due to the Year 2000 date
change is to temporarily convert to a manual system. The Partnership believes it
could temporarily operate on a manual system without adversely impacting
operations.
The preceding Year 2000 discussion contains various forward-looking statements
which represent the Partnership's beliefs or expectations regarding future
events. All forward-looking statements involve a number of risks and
uncertainties that could cause the actual results to differ materially from
projected results.
4
<PAGE>
SIERRA PACIFIC PENSION INVESTORS '84
(A LIMITED PARTNERSHIP)
-----------------------
BALANCE SHEETS
JUNE 30, 1999 AND DECEMBER 31, 1998
- --------------------------------------------------------------------------------
JUNE 30, DECEMBER 31,
1999 1998
----------- ------------
ASSETS
Cash and cash equivalents ......................... $ 77,081 $ 10,122
Receivables:
Note receivable, net of deferred gain
of $132,471 and $215,786, respectively ........ 1,367,529 2,227,627
Unbilled rent .................................. 43,887 42,331
Billed rent .................................... 17,841 962
Other .......................................... 16,610 0
Due from affiliates ............................... 513,749 47,466
Income-producing property - net of
accumulated depreciation and valuation
allowance of $3,847,569 and $3,741,937,
respectively .................................... 1,220,859 1,212,015
Investment in unconsolidated joint venture ........ 6,921,481 6,743,274
Other assets ...................................... 565,776 274,381
----------- ------------
Total Assets ...................................... $10,744,813 $ 10,558,178
=========== ============
LIABILITIES AND PARTNERS' EQUITY
Accrued and other liabilities ..................... $ 109,638 $ 143,487
Notes payable ..................................... 1,442,752 1,484,983
----------- ------------
Total Liabilities ................................. 1,552,390 1,628,470
----------- ------------
Partners' equity:
General Partner ................................. 0 0
Limited Partners:
80,000 units authorized,
77,000 issued and outstanding ................. 9,192,423 8,929,708
----------- ------------
Total Partners' equity ............................ 9,192,423 8,929,708
----------- ------------
Total Liabilities and Partners' equity ............ $10,744,813 $ 10,558,178
=========== ============
UNAUDITED
SEE ACCOMPANYING NOTES
5
<PAGE>
SIERRA PACIFIC PENSION INVESTORS '84
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
AND FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
---------------------- --------------------
1999 1998 1999 1998
--------- --------- -------- ---------
<S> <C> <C> <C> <C>
REVENUES:
Rental income ....................... $ 319,871 $ 230,389 $176,212 $ 109,221
Interest income ..................... 112,399 111,069 51,311 55,535
--------- --------- -------- ---------
Total revenues ............. 432,270 341,458 227,523 164,756
--------- --------- -------- ---------
EXPENSES:
Operating expenses .................. 225,780 190,790 103,604 78,471
Depreciation and amortization ....... 138,033 128,150 69,684 63,807
Interest expense .................... 69,274 74,992 34,505 36,865
--------- --------- -------- ---------
Total costs and expenses ... 433,087 393,932 207,793 179,143
--------- --------- -------- ---------
(LOSS) INCOME BEFORE GAIN FROM
PROPERTY DISPOSITION ................ (817) (52,474) 19,730 (14,387)
GAIN FROM PROPERTY DISPOSITION ........ 83,315 0 83,315 0
INCOME (LOSS) BEFORE PARTNERSHIP'S
SHARE OF JOINT VENTURE INCOME ....... 82,498 (52,474) 103,045 (14,387)
PARTNERSHIP'S SHARE OF UNCONSOLIDATED
JOINT VENTURE INCOME ................ 180,217 125,493 121,547 44,944
--------- --------- -------- ---------
NET INCOME ............................ $ 262,715 $ 73,019 $224,592 $ 30,557
========= ========= ======== =========
Net income per limited partnership unit $ 3.41 $ 0.95 $ 2.92 $ 0.40
========= ========= ======== =========
</TABLE>
UNAUDITED
SEE ACOMPANYING NOTES
6
<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, 1998
AND FOR THE SIX MONTHS ENDED JUNE 30, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Limited Partners Total
-------------------------- General Partner's
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, 1998) .......... (75.23) (5,792,901) $ 133,334 (5,659,567)
Cumulative distributions
(to December 31, 1998) .......... (21.43) (1,650,006) (133,334) (1,783,340)
---------- ------------ ----------- ------------
Partners' equity - January 1, 1999 115.97 8,929,708 0 8,929,708
Net income ........................ 3.41 262,715 262,715
---------- ------------ ----------- ------------
Partners' equity - June 30, 1999 .. $ 119.38 $ 9,192,423 $ 0 $ 9,192,423
========== ============ =========== ============
</TABLE>
UNAUDITED
SEE ACCOMPANYING NOTES
7
<PAGE>
SIERRA PACIFIC PENSION INVESTORS '84
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
- --------------------------------------------------------------------------------
1999 1998
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .......................................... $ 262,715 $ 73,019
Adjustments to reconcile net income
to cash used in operating activities:
Depreciation and amortization ..................... 138,033 128,150
Undistributed income of unconsolidated
joint venture ................................... (180,217) (125,493)
Gain from property disposition .................... (83,315) 0
(Increase) decrease in rent receivable ............ (18,435) 6,928
Increase in other receivables ..................... (16,610) (111,064)
Increase in other assets .......................... (321,786) (31,381)
Decrease in accrued and other liabilites .......... (33,849) (9,689)
--------- ---------
Net cash used in operating activities ............. (253,464) (69,530)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for property additions ................... (114,476) (20,500)
Payments received on note receivable .............. 943,413 0
--------- ---------
Net cash provided by (used in) investing activities 828,937 (20,500)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on notes payable ............... (42,231) (37,639)
Loan from affiliate ............................... 0 108,500
Loan to affiliate ................................. (466,283) 0
--------- ---------
Net cash (used in) provided by financing activities (508,514) 70,861
--------- ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS ............................... 66,959 (19,169)
CASH AND CASH EQUIVALENTS - Beginning of period ....... 10,122 27,154
--------- ---------
CASH AND CASH EQUIVALENTS - End of period ............. $ 77,081 $ 7,985
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for interest .......... $ 69,863 $ 75,559
========= =========
UNAUDITED
SEE ACCOMPANYING NOTES
8
<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, 1999 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, 1998.
2. RELATED PARTY TRANSACTIONS
Included in the financial statements for the six months ended June 30, 1999 and
1998 are affiliate transactions as follows:
JUNE 30
---------------------
1999 1998
--------- ---------
Management fees $ 9,689 $ 8,196
Administrative fees 55,320 30,159
Construction fees 2,131 0
3. INVESTMENT IN UNCONSOLIDATED JOINT VENTURE
Sierra Mira Mesa Partners ("SMMP") was formed in 1985 between the Partnership
and Sierra Pacific Development Fund II ("SPDFII"), an affiliate, to develop and
operate the real property known as Sierra Mira Mesa, an office building, located
in San Diego, California. The Partnership's initial ownership interest in SMMP
was 49%; the remaining 51% was owned by SPDFII. Effective December 31, 1996, the
general partners amended the partnership agreement to allow for adjustments in
the sharing ratio each year based upon the relative net contributions and
distributions since inception of each general partner. At June 30, 1999 the
Partnership's interest in SMMP was 66.99%; the remaining 33.01% interest is
owned by SPDFII.
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, 1999 and
1998 follows:
UNAUDITED
9
<PAGE>
Sierra Pacific Pension Investors '84
Notes to Financial Statements
Page two
JUNE 30
---------------------
1999 1998
--------- ---------
Rental income $ 1,059,081 $ 938,391
Total revenues 1,170,121 1,040,153
Operating expenses 361,757 378,712
Share of unconsolidated
joint venture loss 36,566 63,128
Net income 269,349 74,196
As of June 30, 1999, SMMP holds a 35.10% interest in Sorrento II Partners
("SIIP"), a California general partnership with Sierra Pacific Institutional
Properties V formed in 1993; a 6.55% interest in Sierra Creekside Partners
("SCP"), a California general partnership with Sierra Pacific Development Fund
formed in 1994; and a 33.32% 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,
1999 and 1998 follows:
SIIP
---------------------
JUNE 30
---------------------
1999 1998
--------- ---------
Rental income $ 554,777 $ 351,384
Total revenues 554,777 351,384
Operating expenses 243,567 201,480
Net loss 92,300 252,939
SCP SVP
------------------------------------------
JUNE 30 JUNE 30
------------------------------------------
1999 1998 1999 1998
--------- --------- ------- -------
Rental income $ 448,066 $ 490,069 $ 0 $ 0
Total revenues 448,066 490,069 11,907 93,656
Operating expenses 247,078 233,868 14,577 28,715
Net loss (50,053) (7,261) (2,670) 64,941
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 4, 1999 /S/ THOMAS N. THURBER
-------------- ---------------------------------
Thomas N. Thurber
President and Director
Date: AUGUST 4, 1999 /S/ G. ANTHONY EPPOLITO
-------------- ---------------------------------
G. Anthony Eppolito
Chief Accountant
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM SIERRA PACIFIC PENSION INVESTORS '84 JUNE 30, 1999 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-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 77,081
<SECURITIES> 0
<RECEIVABLES> 78,338
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 625,281
<PP&E> 5,068,428
<DEPRECIATION> 3,847,569
<TOTAL-ASSETS> 10,744,813
<CURRENT-LIABILITIES> 109,638
<BONDS> 1,442,752
0
0
<COMMON> 0
<OTHER-SE> 9,192,423
<TOTAL-LIABILITY-AND-EQUITY> 10,744,813
<SALES> 319,871
<TOTAL-REVENUES> 432,270
<CGS> 0
<TOTAL-COSTS> 225,780
<OTHER-EXPENSES> 138,033
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 69,274
<INCOME-PRETAX> 262,715
<INCOME-TAX> 0
<INCOME-CONTINUING> 262,715
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 262,715
<EPS-BASIC> 3.41
<EPS-DILUTED> 3.41
</TABLE>
