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, 2000
----------------------------------------------------
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)
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, 2000 and December 31, 1999 4
Statements of Operations - For the Nine Months and Three Months
Ended September 30, 2000 and 1999 5
Statements of Changes in Partners' Equity - For the Year Ended
December 31, 1999 and for the Nine Months Ended September 30, 2000 6
Statements of Cash Flows - For the Nine Months Ended September
30, 2000 and 1999 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 Sierra Pacific
Pension Investors `84's (the Partnership) Financial Statements and Notes thereto
appearing elsewhere in this Form 10-Q.
The Partnership currently owns one property, Sierra Valencia (the Property). In
addition, the Partnership holds a 69.83% interest in Sierra Mira Mesa Partners
(SMMP), which is maintained on the equity method of accounting.
(b) RESULTS OF OPERATIONS
Rental income for the nine months ended September 30, 2000 decreased by
approximately $36,000, or 8%, when compared to the corresponding period in 1999,
principally due to occupancy fluctuations. Occupancy fluctuated between 87% and
97% during the nine months ended September 30, 2000. The Property was 100%
occupied for the majority of 1999. Occupancy at September 30, 2000 was 97%. The
decrease in rental income was partially offset by additional billings in the
third quarter related to second quarter rents. Rental income for the three
months ended September 30, 2000 increased by approximately $11,000, or 7%,
primarily due to these billings.
2
<PAGE>
Interest income for the nine months ended September 30, 2000, decreased by
approximately $31,000, or 20%, in comparison to the same period in the prior
year. This decrease was primarily due to a $943,000 principal payment received
on the Partnership's trust deed note receivable in May 1999. Interest income for
the quarter ended September 30, 2000 increased by approximately $2,000 or 6%,
due to higher note balances between the two periods.
Operating expenses increased by approximately $27,000, or 8%, for the nine
months ended September 30, 2000, principally due to the write-off of rents
deemed uncollectible to bad debt expense. In addition, accounting and auditing
costs rose during the period. The increase in operating expenses was partially
offset by a decrease in administrative costs. Operating expenses for the quarter
ended September 30, 2000 increased by approximately $39,000, or 37%, primarily
due to the increase in bad debt expense and higher accounting and auditing
costs.
Depreciation and amortization expenses for the nine months and three months
ended September 30, 2000 decreased by approximately $97,000, or 47%, and by
approximately $33,000, or 47%, respectively, when compared to the corresponding
period in the prior year, principally due to fully depreciated capitalized
tenant improvements.
The Partnership's share of unconsolidated joint venture income increased by
approximately $64,000, or 26%, for the nine months ended September 30, 2000, in
comparison to the same period in 1999. This increase in income generated by SMMP
was in large part attributable to its share of Sorrento II Partners' (SIIP)
income. SIIP, which SMMP accounts for as an unconsolidated joint venture
investment on the equity method, recorded an increase in income due to, among
other factors, higher common area maintenance fees recovery revenue and a
decrease in ground lease expense during the nine months ended September 30,
2000.
(c) LIQUIDITY AND CAPITAL
The Partnership received a $943,000 principal payment on its trust deed note
receivable in May 1999. These funds were principally used to satisfy the
liquidity requirements of SMMP.
As of September 30, 2000, the Partnership is in an illiquid position. Total cash
and billed receivables amount to approximately $75,000 compared to approximately
$150,000 of accrued and other liabilities. The Partnership anticipates cash
required to meet debt obligations, operating expenses and costs for the
construction of new tenant space will be funded from the operations of the
Property and distributions from SMMP.
Inflation:
The Partnership does not expect inflation to be a material factor in its
operations in 2000.
3
<PAGE>
SIERRA PACIFIC PENSION INVESTORS '84
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SEPTEMBER 30, 2000 DECEMBER 31, 1999
(UNAUDITED)
-------------------- --------------------
<S> <C> <C>
ASSETS
Cash and cash equivalents ........................................................... $ 37,860 $ 31,562
Receivables:
Note receivable, net of deferred gain of $132,471 ................................ 1,459,139 1,459,139
Unbilled rent .................................................................... 50,332 44,708
Billed rent ...................................................................... 36,962 2,762
Interest ......................................................................... 119,371 0
Income-producing property - net of
accumulated depreciation and valuation
allowance of $2,859,142 and $2,864,363,
respectively ...................................................................... 1,146,740 1,174,239
Investment in unconsolidated joint venture .......................................... 7,153,053 7,303,940
Other assets - net of accumulated amortization
of $182,655 and $172,144, respectively ............................................ 1,086,949 791,968
-------------------- --------------------
Total Assets ........................................................................ $ 11,090,406 $ 10,808,318
==================== ====================
LIABILITIES AND PARTNERS' EQUITY
Accrued and other liabilities ....................................................... $ 149,767 $ 122,891
Notes payable ....................................................................... 1,354,190 1,398,368
-------------------- --------------------
Total Liabilities ................................................................... 1,503,957 1,521,259
-------------------- --------------------
Partners' equity (deficit):
General Partner ................................................................... (183,362) 0
Limited Partners:
80,000 units authorized,
77,000 issued and outstanding ................................................... 9,769,811 9,287,059
-------------------- --------------------
Total Partners' equity .............................................................. 9,586,449 9,287,059
-------------------- --------------------
Total Liabilities and Partners' equity .............................................. $ 11,090,406 $ 10,808,318
==================== ====================
</TABLE>
SEE ACCOMPANYING NOTES
4
<PAGE>
SIERRA PACIFIC PENSION INVESTORS '84
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
AND FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------------- ----------------------------------
2000 1999 2000 1999
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
REVENUES:
Rental income ........................................ $ 439,178 $ 475,117 $ 166,636 $ 155,246
Interest income ...................................... 119,379 149,902 39,793 37,503
--------------- --------------- --------------- ---------------
Total revenues .............................. 558,557 625,019 206,429 192,749
--------------- --------------- --------------- ---------------
EXPENSES:
Operating expenses ................................... 358,641 331,820 144,967 106,040
Depreciation and amortization ........................ 110,324 206,907 36,367 68,874
Interest expense ..................................... 96,723 103,506 32,041 34,232
--------------- --------------- --------------- ---------------
Total costs and expenses .................... 565,688 642,233 213,375 209,146
--------------- --------------- --------------- ---------------
(LOSS) INCOME BEFORE GAIN FROM
PROPERTY DISPOSITION ................................. (7,131) (17,214) (6,946) (16,397)
GAIN FROM PROPERTY DISPOSITION ......................... 0 83,315 0 0
--------------- --------------- --------------- ---------------
(LOSS) INCOME BEFORE PARTNERSHIP'S
SHARE OF JOINT VENTURE INCOME ........................ (7,131) 66,101 (6,946) (16,397)
PARTNERSHIP'S SHARE OF UNCONSOLIDATED
JOINT VENTURE INCOME ................................. 306,521 242,939 73,317 62,722
--------------- --------------- --------------- ---------------
NET INCOME ............................................. $ 299,390 $ 309,040 $ 66,371 $ 46,325
=============== =============== =============== ===============
Net income per limited partnership unit ................ $ 3.85 $ 4.01 $ 0.85 $ 0.60
=============== =============== =============== ===============
</TABLE>
SEE ACCOMPANYING NOTES
5
<PAGE>
SIERRA PACIFIC PENSION INVESTORS '84
(A LIMITED PARTNERSHIP)
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
--------------------------------------------------------------------------------
<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, 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 ......................................................... 4.64 357,351 357,351
------------ ------------ ------------ ------------
Partners' equity - January 1, 2000 (audited) ....................... 120.61 9,287,059 0 9,287,059
Transfer among general partner and limited partners ................ 2.42 186,356 (186,356) 0
Net income (unaudited) ............................................. 3.85 296,396 2,994 299,390
------------ ------------ ------------ ------------
Partners' equity (deficit) - September 30, 2000 (unaudited) ........ $ 126.88 $ 9,769,811 $ (183,362) $ 9,586,449
============ ============ ============ ============
</TABLE>
SEE ACCOMPANYING NOTES
6
<PAGE>
SIERRA PACIFIC PENSION INVESTORS '84
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2000 1999
(UNAUDITED) (UNAUDITED)
--------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................................................................... $ 299,390 $ 309,040
Adjustments to reconcile net income
to cash used in operating activities:
Depreciation and amortization .......................................................... 110,324 206,907
Partnership's share of unconsolidated joint
venture income ....................................................................... (306,521) (242,939)
Gain from property disposition ......................................................... 0 (83,315)
Increase in rent receivable ............................................................ (39,824) (3,896)
Increase in interest receivable ........................................................ (119,371) (54,110)
Increase in other assets ............................................................... (333,886) (363,189)
Increase (decrease) in accrued and other liabilites .................................... 26,876 (17,688)
--------------- ---------------
Net cash used in operating activities .................................................. (363,012) (249,190)
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for property additions ........................................................ (40,905) (115,726)
Payments received on note receivable ................................................... 0 943,413
--------------- ---------------
Net cash (used in) provided by investing activities .................................... (40,905) 827,687
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on notes payable .................................................... (44,178) (63,928)
Capital contributions to unconsolidated joint venture .................................. (43,000) 0
Distributions from unconsolidated joint venture ........................................ 497,393 0
Loan to affiliate ...................................................................... 0 (466,283)
--------------- ---------------
Net cash provided by (used in) financing activities .................................... 410,215 (530,211)
--------------- ---------------
NET INCREASE IN CASH AND CASH EQUIVALENTS .................................................. 6,298 48,286
CASH AND CASH EQUIVALENTS - Beginning of period
Beginning of period .................................................................... 31,562 10,122
--------------- ---------------
CASH AND CASH EQUIVALENTS - End of period
End of period .......................................................................... $ 37,860 $ 58,408
=============== ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for real estate taxes ...................................... $ 56,324 $ 50,396
=============== ===============
Cash paid during the period for interest ............................................... $ 97,329 $ 104,214
=============== ===============
</TABLE>
SEE ACCOMPANYING NOTES
7
<PAGE>
SIERRA PACIFIC PENSION INVESTORS `84
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
------------------------------------------------------------------------
1. BASIS OF FINANCIAL STATEMENTS
In the opinion of Sierra Pacific Pension Investors `84's (the Partnership)
management, these unaudited financial statements reflect all adjustments which
are necessary for a fair presentation of its financial position at September 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.
2. RELATED PARTY TRANSACTIONS
Included in the financial statements for the nine months ended September 30,
2000 and 1999 are affiliate transactions as follows:
SEPTEMBER 30
-----------------------
2000 1999
---------- ----------
Management fees $ 12,478 $ 13,127
Administrative fees 56,360 70,433
Construction fees 0 2,131
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 September 30, 2000 the
Partnership's interest in SMMP was 69.83%; the remaining 30.17% 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 nine months ended September 30,
2000 and 1999 is as follows:
8
<PAGE>
Sierra Pacific Pension Investors '84
Notes to Financial Statements (Unaudited)
Page two
SEPTEMBER 30
------------------------
2000 1999
----------- -----------
Rental income $ 1,608,103 $1,581,014
Total revenues 1,794,537 1,748,607
Operating expenses 692,164 546,496
Share of unconsolidated
joint venture income (loss) 116,068 (50,092)
Net income 425,648 358,835
As of September 30, 2000, SMMP holds a 43.92% interest in Sorrento II Partners
(SIIP), a California general partnership with Sierra Pacific Institutional
Properties V formed in 1993, a 5.08% interest in Sierra Creekside Partners
(SCP), a California general partnership with Sierra Pacific Development Fund
formed in 1994, and a 33.36% 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, 2000 and 1999 is as follows:
SCP SVP SIIP
-------------------- ---------------- ----------------------
SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30
-------------------- ---------------- ----------------------
2000 1999 2000 1999 2000 1999
--------- -------- ------- ------ ----------- ----------
Rental income $744,330 $682,407 $ 0 $ 0 $ 1,013,425 $ 831,944
Total revenues 744,330 682,407 0 11,907 1,024,630 831,944
Operating expenses 404,520 376,008 13,735 14,577 351,062 338,169
Extraordinary loss (46,020) 0 0 0 0 0
Net (loss) income (206,327) (66,373) (13,735) (2,670) 298,569 (127,792)
4. PARTNERS' EQUITY
Equity and net income per limited partnership unit is determined by dividing the
limited partners' share of the Partnership's equity and net income by the number
of limited partnership units outstanding, 77,000.
During the quarter ended March 31, 2000, an amount was transferred between the
partners' equity accounts such that 99% of cumulative operating income, gains,
losses, deductions and credits of the Partnership is allocated among the limited
partners and 1% was allocated to the general partner. Management does not
believe that the effect of this transfer is significant.
9
<PAGE>
Sierra Pacific Pension Investors '84
Notes to Financial Statements (Unaudited)
Page three
5. PENDING TRANSACTION
CGS Real Estate Company, Inc. (CGS), an affiliate of the general partner, is
continuing the development of a plan which will combine the Parnership's
property with the properties of other real estate parnerships 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 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. The transaction is subject to
the approval of the limited partners of the Partnership and portions of the
other partnerships. CGS's management filed a Registration Statement on Form S-4
August 14, 2000 relating to the solicitation of consents with the Securities and
Exchange Commission.
The Partnership has advanced more than its proportionate share of the costs
relating to the transaction. To the extent that expenses advanced by the
Partnership exceed its proportionate share, the Partnership will receive a
credit for any excess portion in determining the shares to be issued to the
limited partners in the Partnership. If the transaction is not consummated or if
the Partnership does not participate, the general partner of the Partnership
will reimburse the Partnership for expenses incurred in connection with the
transaction. At September 30, 2000, these advances totaled approximately
$835,000 and are included in the "other assets" section of the balance sheet.
6. RECENT ACCOUNTING PRONOUNCEMENT
In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101 (SAB 101), Revenue Recognition in Financial
Statements, which summarizes certain of the SEC staff's views on applying
generally accepted accounting principles to revenue recognition in financial
statements. The Partnership will adopt the accounting provisions of SAB 101 in
the fourth quarter of 2000. Management believes that the implementation of SAB
101 will not have a significant effect on the Partnership's financial condition
or results of operations.
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
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 to 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 14, 2000 /s/ THOMAS N. THURBER
-----------------------------------------------
Thomas N. Thurber
President and Director
Date: NOVEMBER 14, 2000 /s/ G. ANTHONY EPPOLITO
-----------------------------------------------
G. Anthony Eppolito
Chief Accountant
11
