BASS REAL ESTATE FUND 84
10-Q, 1995-11-13
REAL ESTATE
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                                             FORM 10-Q

                                SECURITIES AND EXCHANGE COMMISSION

                                      WASHINGTON, D.C. 20549

(MARK ONE)
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                                  SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED...............................SEPTEMBER 30, 1995

                                                OR

[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                                  SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM...................TO.........................
COMMISSION FILE NUMBER   0-16792


                                     BASS REAL ESTATE FUND-84
- -----------------------------------------------------------------------------
                      (EXACT NAME OF PARTNERSHIP AS SPECIFIED IN ITS CHARTER)


          NORTH CAROLINA                              56-1419569
- ------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NO.)


                 4000 PARK ROAD CHARLOTTE, NORTH CAROLINA 28209
- ------------------------------------------------------------------------------
                (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)


PARTNERSHIP'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (704) 523-9407

- ------------

     INDICATE BY CHECK MARK WHETHER THE PARTNERSHIP (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
PARTNERSHIP WAS REQUIRED TO FILE SUCH REPORTS), AND [2] HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.

      YES     X                                       NO
           -------                                      --------

<PAGE>


BASS REAL ESTATE FUND-84



                                      INDEX
                                     -------

<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                        NUMBER
<S>                                                                                   <C>
PART I.  FINANCIAL INFORMATION:

ITEM 1.  FINANCIAL STATEMENTS

              CONDENSED BALANCE SHEET
                 AS OF SEPTEMBER 30, 1995
                 (UNAUDITED)                                                              3

              CONDENSED STATEMENT OF INCOME
                 THREE MONTHS AND NINE MONTHS ENDED
                 SEPTEMBER 30, 1995 AND 1994
                 (UNAUDITED)                                                              4

              STATEMENT OF PARTNERS' DEFICIT                                              5
                 (UNAUDITED)

              CONDENSED STATEMENT OF CASH FLOWS
                 NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                 (UNAUDITED)                                                              6

              NOTES TO CONDENSED FINANCIAL
                 STATEMENTS (UNAUDITED)                                                   7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF
                 OPERATIONS                                                               10


PART II.  OTHER INFORMATION                                                               12

SIGNATURES                                                                                14
</TABLE>


                                                -2-

<PAGE>

BASS REAL ESTATE FUND-84


                      CONDENSED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                       SEPTEMBER 30,       DECEMBER 31,
                                                                           1995                1994
                                                                     ------------------  -----------------
                               ASSETS                                   (UNAUDITED)
                              -------
<S>                                                                  <C>                <C>
RENTAL PROPERTIES, AT COST:
  LAND                                                                        $550,298           $550,298
  BUILDINGS                                                                  6,409,807          6,377,464
  FURNISHINGS AND FIXTURES                                                     816,487            788,552
  ACCUMULATED DEPRECIATION                                                 (2,929,846)        (2,794,236)
                                                                     ------------------  -----------------
                                                                             4,846,746          4,922,078

CASH AND CASH INVESTMENTS                                                      114,489            115,809
RESTRICTED ESCROW DEPOSITS & FUNDED RESERVES                                   192,292            104,697
DEFERRED COSTS AND OTHER ASSETS, NET                                            25,544             18,666
                                                                     ------------------  -----------------
     TOTAL ASSETS                                                           $5,179,071         $5,161,250
                                                                     ==================  =================


                 LIABILITIES AND PARTNERS' DEFICIT
               -------------------------------------

MORTGAGE LOANS PAYABLE:
  PAYABLE TO BANK                                                           $2,487,227         $2,510,726
  PAYABLE TO AFFILIATE                                                       2,856,278          2,856,278

NOTES PAYABLE TO AFFILIATES                                                    114,929            114,929

ACCRUED LIABILITIES:
  INTEREST PAYABLE TO AFFILIATE                                                197,561            215,549
  OTHER                                                                         90,229             34,724

SECURITY DEPOSITS                                                               58,222             43,116
                                                                     ------------------  -----------------
     TOTAL LIABILITIES                                                       5,804,446          5,775,322
                                                                     ------------------  -----------------

PARTNERS' DEFICIT:
  LIMITED PARTNERS' INTEREST                                                         0                  0
  GENERAL PARTNERS' INTEREST                                                 (625,375)          (614,072)
                                                                     ------------------  -----------------
     TOTAL PARTNERS' DEFICIT                                                 (625,375)          (614,072)
                                                                     ------------------  -----------------
     TOTAL LIABILITIES AND PARTNERS' DEFICIT                                $5,179,071         $5,161,250
                                                                     ==================  =================
</TABLE>

                                 THE ACCOMPANYING NOTES ARE AN INTEGRAL
                                    PART OF THE FINANCIAL STATEMENTS.

                                                   -3-
<PAGE>

BASS REAL ESTATE FUND-84


                      CONDENSED STATEMENT OF INCOME
                               (UNAUDITED)

<TABLE>
<CAPTION>

                                                        THREE MONTHS      NINE MONTHS      THREE MONTHS     NINE MONTHS
                                                            ENDED             ENDED            ENDED            ENDED
                                                        SEPTEMBER 30,     SEPTEMBER 30,    SEPTEMBER 30,    SEPTEMBER 30,
                                                             1995              1995             1994             1994
                                                       ---------------   ---------------  ---------------  ---------------
<S>                                                   <C>               <C>              <C>               <C>
REVENUE:
  RENTAL INCOME                                               $338,513          $987,890         $304,284         $905,921
  INTEREST INCOME                                                  860             2,420              660            1,554
  OTHER OPERATING INCOME                                         7,634            26,913           13,611           38,754
                                                       ---------------   ---------------  ---------------  ---------------
                                                               347,007         1,017,223          318,555          946,229
                                                       ---------------   ---------------  ---------------  ---------------

OPERATING EXPENSES:
  FEES AND EXPENSES TO AFFILIATES                               52,980           162,991           58,284          153,982
  PROPERTY TAXES AND INSURANCE                                  24,842            74,527           24,449           73,346
  UTILITIES                                                     21,930            63,142           22,468           58,271
  REPAIRS AND MAINTENANCE                                       29,148            82,661           30,284           82,265
  ADVERTISING                                                   12,422            32,757           13,508           36,616
  DEPRECIATION AND AMORTIZATION                                 58,615           135,753           72,390          217,290
  OTHER                                                          4,814            11,395            2,778           10,380
                                                       ---------------   ---------------  ---------------  ---------------
                                                               204,751           563,226          224,161          632,150

INTEREST EXPENSE:
  PAYABLE TO BANK                                               46,735           140,647           47,310          142,340
  PAYABLE TO AFFILIATE                                          66,559           185,466           85,865          199,726

NONOPERATING EXPENSE                                            21,395            64,187           15,850           57,120
                                                       ---------------   ---------------  ---------------  ---------------
    TOTAL EXPENSES                                             339,440           953,526          373,186        1,031,336
                                                       ---------------   ---------------  ---------------  ---------------
NET INCOME (LOSS)                                               $7,567           $63,697        ($54,631)        ($85,107)
                                                       ===============   ===============  ===============  ===============

NET INCOME (LOSS) ALLOCATED TO GENERAL PARTNERS                    $76              $637        ($54,631)        ($85,107)
                                                       ===============   ===============  ===============  ===============

NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS                 $7,491           $63,060               $0               $0
                                                       ===============   ===============  ===============  ===============

NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT,  BASED
  ON NUMBER OF UNITS OUTSTANDING (8,530)                         $0.88             $7.39               $0               $0
                                                        ===============   ===============  ===============  ===============

</TABLE>



                     THE ACCOMPANYING NOTES ARE AN INTEGRAL
                        PART OF THE FINANCIAL STATEMENTS.

                                     -4-

<PAGE>

BASS REAL ESTATE FUND-84


             STATEMENT OF PARTNERS' DEFICIT
                      (UNAUDITED)

<TABLE>
<CAPTION>
                                                             LIMITED           GENERAL
                                                            PARTNERS          PARTNERS           TOTAL
                                                         ----------------  ----------------  --------------
<S>                                                     <C>               <C>                <C>          
BALANCE, JANUARY 1, 1995                                              $0        ($614,072)      ($614,072)
DISTRIBUTION TO PARTNERS                                        (74,250)             (750)        (75,000)
REALLOCATION OF PARTNERS' DEFICIT DUE TO DISTRIBUTION             11,190          (11,190)               0
NET INCOME                                                        63,060               637          63,697
                                                         ================  ================  ==============
BALANCE, SEPTEMBER 30, 1995                                           $0        ($625,375)      ($625,375)
                                                         ================  ================  ==============





                                                             LIMITED           GENERAL
                                                            PARTNERS          PARTNERS           TOTAL
                                                         ----------------  ----------------  --------------

BALANCE, JANUARY 1, 1994                                              $0        ($468,543)      ($468,543)
NET LOSS                                                               0          (85,107)        (85,107)
                                                         ----------------  ----------------  --------------
BALANCE, SEPTEMBER 30, 1994                                           $0        ($553,650)      ($553,650)
                                                         ================  ================  ==============

</TABLE>



                                  THE ACCOMPANYING NOTES ARE AN INTEGRAL
                                     PART OF THE FINANCIAL STATEMENTS.

                                                    -5-
<PAGE>

BASS REAL ESTATE FUND-84


              CONDENSED STATEMENT OF CASH FLOWS
                         (UNAUDITED)

<TABLE>
<CAPTION>

                                                                  NINE MONTHS         NINE MONTHS
                                                                     ENDED               ENDED
                                                                 SEPTEMBER 30,       SEPTEMBER 30,
                                                                      1995                1994
                                                               -------------------  -----------------
<S>                                                           <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   NET INCOME (LOSS)                                                      $63,697          ($85,107)
   ADJUSTMENTS TO RECONCILE NET LOSS TO NET
    CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES-
     DEPRECIATION AND AMORTIZATION                                        135,753            217,290
     CHANGE IN ASSETS AND LIABILITIES:
       INCREASE IN ACCRUED LIABILITIES                                     37,517             67,798
       INCREASE IN ESCROWS AND OTHER ASSETS, NET                         (79,510)           (56,501)
                                                               -------------------  -----------------

          NET CASH PROVIDED BY OPERATING ACTIVITIES                       157,457            143,480
                                                               -------------------  -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    ADDITIONS TO RENTAL PROPERTIES                                       (60,278)           (74,099)
                                                               -------------------  -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    DISTRIBUTION TO PARTNERS                                             (75,000)                  0
    PAYMENTS ON MORTGAGE LOAN PAYABLE TO BANK                            (23,499)           (21,806)
                                                               -------------------  -----------------

          NET CASH USED IN FINANCING ACTIVITIES                          (98,499)           (21,806)
                                                               -------------------  -----------------

NET INCREASE (DECREASE) IN CASH AND
    CASH INVESTMENTS                                                      (1,320)             47,575
CASH AND CASH INVESTMENTS, BEGINNING OF YEAR                              115,809             81,455
                                                               -------------------  -----------------
CASH AND CASH INVESTMENTS, SEPTEMBER 30                                  $114,489           $129,030
                                                               ===================  =================

</TABLE>



                               THE ACCOMPANYING NOTES ARE AN INTEGRAL
                                 PART OF THE FINANCIAL STATEMENTS.

                                                -6-

<PAGE>


BASS REAL ESTATE FUND-84
                                                       
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


1.  ORGANIZATION

     Bass Real Estate Fund-84 (the Partnership) was organized on June 1, 1984,
to engage in the acquisition, development, operation, holding and disposition of
income-producing residential and commercial properties. Limited partnership
interests were sold at $500 per unit (8,530 units) for a total of $4,265,000.

     Under the terms of the partnership agreement, net income (loss) and cash
distributions from operations are to be allocated 99% to the limited partners
and 1% to the general partners. In the event of a sale or liquidation of the
partnership properties, the partnership agreement provides for special
allocations of resultant gains or losses. Due to recurring financial statement
losses, the limited partners' interest is zero at March 31, 1995, and future
losses will be allocated 100% to the general partners. In addition, limited
partners' deficits resulting from the allocation of cash distributions have been
reallocated to the general partners in order to return the limited partners'
interest to zero.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The Partnership records are maintained on the accrual basis of accounting
in accordance with generally accepted accounting principles.

     In the opinion of management, the accompanying unaudited financial
statements reflect all adjustments (which include only normal recurring
adjustments) necessary to present fairly the Partnership's financial position as
of September 30, 1995, results of operations for the three months and nine
months ended September 30, 1995 and 1994, and cash flow for the nine months
ended September 30, 1995 and 1994.

3.  RENTAL PROPERTIES

     The rental properties consist of two residential apartment complexes: The
Chase on Commonwealth (The Chase) and Willow Glen Apartments (formerly Sunset
Apartments). Both complexes are managed by Marion Bass Properties, Inc.

     The Chase, constructed by Marion Bass Construction Company for the
Partnership, contains 54 one-bedroom and 78 two-bedroom units. The land upon
which the complex is constructed was purchased for the Partnership by Marion F.
Bass and was sold to the Partnership at his acquisition cost.

     Willow Glen Apartments (an existing 120-unit residential apartment complex)
was purchased by the Partnership in April 1986.

4.  MORTGAGE LOAN PAYABLE TO AFFILIATE

     The mortgage loan payable to affiliate was obtained in 1987 from Bass
Mortgage Income Fund I, Limited Partnership (the Fund). This mortgage loan was
evidenced by a nonrecourse promissory note maturing in 2002 with original terms
requiring payments of interest only at 11.75% prior to maturity. Under the
mortgage loan, all rental property associated with The Chase is pledged as
collateral. In January 1994, certain terms of this mortgage loan were modified
in a troubled-debt restructuring approved by the Partnership, the Fund and the
managing general partner. The restructured mortgage loan agreement includes the
following provisions:

(Bullet) The interest rate has been reduced from 11.75% to 9.5% for the period
         from September 1, 1991, through September 30, 1992. Beginning October
         1, 1992, through maturity, the interest rate is 7% 

                                   7
<PAGE>

BASS REAL ESTATE FUND-84

         (the Stated Interest Rate) per year. In addition to the Stated Interest
         Rate, the Partnership is required to pay additional interest on a 
         quarterly basis to the extent of net cash flow from operations, as 
         defined, with total quarterly interest payments not to exceed 9.5% per
         year.

(Bullet) The Partnership has executed a nonrecourse promissory note in the
         amount of $113,061 representing certain interest deferred during 1991
         and 1992. This promissory note bears simple interest at 9.5% per year
         and is secured by a deed of trust on the property collateralizing the
         mortgage loans. The principal and interest on this promissory note are
         due and payable on the maturity of the mortgage loan, except that
         prepayments in full are permitted at the same time the mortgage loan is
         paid.

(Bullet) A tax escrow and replacement reserve will continue to be funded as
         required by the restructured loan agreement. These reserves have been
         pledged by the Partnership as additional collateral for the loans.

(Bullet) Finally, as part of the restructuring, the Managing General Partner
         agreed to convert certain management fees payable in the amount of
         $1,868 to a nonrecourse, subordinated promissory note from the
         Partnership to Marion Bass Properties, Inc. The note bears interest at
         the applicable federal rates as provided by the Internal Revenue
         Service.

(Bullet) The contractual commitment of the General Partner of the Partnership to
         loan amounts equal to certain fees payable by the Partnership to
         affiliates of the Managing General Partner has been terminated.

     The troubled-debt restructuring is being accounted for under the provisions
of Statement of Financial Accounting Standards No. 15 "Accounting by Debtors and
Creditors for Troubled Debt Restructurings" (the Statement). The Statement
requires that the Partnership account for the effects of the restructuring
prospectively from the time of the restructuring. Thus, interest expense has
been computed by applying a constant effective interest rate to the carrying
amount of the loan and accrued interest outstanding. This effective rate is the
discount rate that equates the present value of all future noncontingent cash
payments with the carrying amount of the restructured liabilities outstanding at
the date of the restructuring.

     In July 1995, the Fund had accepted the Partnership's proposal for a
negotiated prepayment of the mortgage loan and promissory notes payable to the
Fund. There can be no assurances that the Partnership will be able to meet the
terms of this prepayment agreement by November 30, 1995. The accompanying
financial statements do not reflect any adjustments related to the acceptance of
this proposal.

5.  MORTGAGE LOAN PAYABLE TO BANK

     The mortgage loan payable to a bank is a 7.5% insured loan payable over 40
years from June 1981. This mortgage is insured under Section 221(d)(4) of the
National Housing Act, as amended, and requires monthly payments of $18,238 that
include principal and interest. In addition, the mortgage also requires the
Partnership to fund certain reserves for capital improvement, insurance and tax
expenditures. Under the Federal Housing Administration Regulatory Agreement
entered into under the mortgage, all rental property associated with the Willow
Glen complex is pledged as collateral. The agreement contains certain other
reporting and operating requirements, the most significant of which restricts
partnership distributions from Willow Glen operations to the amount of "surplus
cash" as defined. As of December 31, 1994, "surplus cash" available for
distribution amounted to $85,660. Therefore, a distribution of $75,000 ($8.70
per limited partnership unit) was made during the first quarter of 1995.

                                          8
<PAGE>

BASS REAL ESTATE FUND-84

6.  GENERAL PARTNERS AND RELATED PARTY TRANSACTIONS

     The general partners are Marion F. Bass (The Individual General  Partner) 
and Marion Bass Real Estate Group,  Inc., (The Managing General Partner).  
The rental properties are managed by Marion Bass Properties, Inc., which is 
wholly owned by Marion F. Bass.

     Under the terms of the partnership agreement, the General Partners or their
affiliates charged certain fees and expenses during the nine-month period ending
September 30, 1995 as follows:

          Management fee of 5% of gross revenues                    $50,102
          Reimbursed maintenance salaries and benefits               48,536
          Reimbursed  property manager salaries and benefits         64,353
                                                                   $162,991

     The general partners and certain of their affiliates also perform, without
cost to the Partnership, day-to-day investment, management and administrative
functions of the Partnership.

     The general partners are entitled to receive 1% of all items of partnership
income, gain, loss, deduction, credit and net cash flow from operations.
Therefore, during the first quarter of 1995 the General Partners received a cash
distribution of $750 from available surplus cash that represented net cash flow
from operations for the period January 1, 1994 through December 31, 1994.

                                   9
<PAGE>

BASS REAL ESTATE FUND-84

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
                           AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

     At September 30, 1995, partners' equity had a deficit of $625,375 and cash
and cash reserves amounted to $114,489. The Partnership had accrued liabilities
of $287,790 that consisted of interest payable to affiliates of $197,561, 1995
property taxes of $63,513, net fees due to an affiliate of $11,578 and trade
accounts payable of $15,138.

     Net cash provided by operations totaled $157,457 for the nine months ended
September 30, 1995. This is compared to net cash provided by operating
activities of $143,480 for the corresponding period in 1994. The Partnership had
a non-amortizing mortgage note of $2,856,278 with a 15-year term requiring
minimum interest payments of 7% not to exceed 9.5% per year. The Partnership
also had a 7.5% amortizing mortgage note in the amount of $2,487,227 and made
principal payments of $23,499 during the nine month period ended September 30,
1995.

     The 1995 operating plan and budget projects a net cash flow from
partnership activities (exclusive of changes in assets and liabilities and
distribution to partners) of $70,000 at The Chase and $30,000 at Willow Glen.
The budget assumes that the Partnership will achieve occupancy rates equivalent
to 94% at The Chase and 95% at Willow Glen. For the nine months ended September
30, 1995, actual combined averaged economic occupancy was 96% and actual
combined net cash flow from partnership activities (exclusive of changes in
assets and liabilities and distribution to partners) was $115,673. Rents have
been increased 5% over rates charged in 1994 to offset normal increases in
operating expenses. Capital expenditures of $18,473 and $73,730 are budgeted for
The Chase and Willow Glen, respectively, and include selected replacement of
carpeting and appliances at both properties. This also includes scheduled roof
repairs and replacements of $28,000 at Willow Glen. As of September 30, 1995,
actual capital expenditures and additions to rental property have totaled
$33,351 for the Chase (which included non budgeted pool repairs of $6,485 and
budgeted carpet, appliance and other miscellaneous replacements of $26,866) and
$55,905 for Willow Glen (which included roof repairs of $25,857 and carpet,
appliance and other miscellaneous replacements of $30,048). Projected cash flows
from the two properties and available cash reserves, restricted and
unrestricted, have been used to fund the replacements. Due to the efforts of the
Partnership to refinance the mortgage loan for The Chase, additional unbudgeted
replacements of carpet and appliances were funded from available cash reserves.
On the basis of these estimates and year-to-date results, the Partnership
believes that the cash flow from operations will be sufficient to meet cash
requirements and rebuild cash reserves, which at September 30, 1995, totaled
$114,489. Under the HUD Regulatory Agreement with respect to Willow Glen,
distributions are limited to "surplus cash" as defined and calculated at the end
of a semi-annual fiscal period. During 1994 Willow Glen generated "surplus cash"
of $85,660 of which $75,000 was distributed to partners in January, 1995. The
difference of $10,660 was placed in the reserve account for scheduled
replacements. The Partnership does not anticipate a distribution to be made to
partners from 1995 results of operations. Instead, all cash produced from 1995
operations will be placed into reserves for future improvements to the two
properties and loan fees associated with the refinancing of the mortgage loan
for The Chase (this action is dependent upon the Partnership's ability to meet
the terms of the prepayment agreement by November 30, 1995).

     In January, 1991, the Partnership negotiated a restructure of the mortgage
loan payable to affiliate for The Chase. Under the terms of the restructured
mortgage loan agreement between the Partnership and the lender (Bass Mortgage
Income Fund I), the following provisions were instituted:

(Bullet) The interest rate has been reduced from 11.75% to 9.5% for the period
         from September 1, 1991, through September 30, 1992. Beginning October
         1, 1992, through maturity, the interest rate is 7% (the Stated Interest
         Rate) per year. In addition to the Stated Interest Rate, the
         Partnership is 

                                     10

<PAGE>

BASS REAL ESTATE FUND-84

         required to pay additional interest on a quarterly basis
         to the extent of net cash flow from operations, as defined, with total
         quarterly interest payments not to exceed 9.5% per year.

(Bullet) The Partnership has executed a nonrecourse promissory note in the
         amount of $113,061 representing certain interest deferred during 1991
         and 1992. This promissory note bears interest at 9.5% per year and is
         secured by a deed of trust on the property collateralizing the mortgage
         loans. The principal and interest on this promissory note are due and
         payable on the maturity of the mortgage loan, except that prepayments
         in full are permitted at the same time the mortgage loan is paid.

(Bullet) A tax escrow and replacement reserve will continue to be funded as
         required by the restructured loan agreement. These reserves have been
         pledged by the Partnership as additional collateral for the loans.

(Bullet) Finally, as part of the restructuring, the Managing General Partner
         agreed to convert certain management fees payable in the amount of
         $1,868 to a nonrecourse, subordinated promissory note from the
         Partnership to Marion Bass Properties, Inc. The note bears interest at
         the applicable federal rates as provided by the Internal Revenue
         Service.

(Bullet) The contractual commitment of the General Partner of the Partnership to
         loan amounts equal to certain fees payable by the Partnership to
         affiliates of the Managing General Partner has been terminated.

     The troubled-debt restructuring is being accounted for under the provisions
of Statement of Financial Accounting Standards No. 15 "Accounting by Debtors and
Creditors for Troubled Debt Restructurings" (the Statement). The Statement
requires that the Partnership account for the effects of the restructuring
prospectively from the time of the restructuring. Thus, interest expense has
been computed by applying a constant effective interest rate to the carrying
amount of the loan and accrued interest outstanding. This effective rate is the
discount rate that equates the present value of all future noncontingent cash
payments with the carrying amount of the restructured liabilities outstanding at
the date of the restructuring.

          In July 1995, the Fund had accepted the Partnership's proposal for a
negotiated prepayment of the mortgage loan and promissory notes payable to the
Fund. There can be no assurances that the Partnership will be able to meet the
terms of this prepayment agreement by November 30, 1995. The accompanying
financial statements do not reflect any adjustments related to the acceptance of
this proposal.

 RESULTS OF OPERATIONS

     The following discussion relates to the Partnership's operation of The
Chase and Willow Glen Apartments for the three months and nine months ended
September 30, 1995 and 1994.

     Results of operations for the three months ended September 30, 1995 reflect
a combined average economic occupancy of 95% compared to 92% for the
corresponding period in 1994. A third quarter comparison of 1995 and 1994
reflects higher rental income of $34,229 during 1995 due to increased occupancy
and rents being increased 5% over rates charged in 1994. Other operating income
was $5,977 lower in 1995 due mainly to the receipt of a one-time commission in
1994 from the supplier of laundry equipment. Overall, total income for the third
quarter ended September 30, 1995 was $28,452 higher than the corresponding
period in 1994.

     Operating expenses were $204,751 for the three months ended September 30,
1995, compared to $224,161 for the corresponding period in 1994 which reflects a
variance of $19,410. Fees and expenses to affiliates that consist of a
management fee of 5% of gross revenues and the reimbursement of complex employee
salaries and benefits were lower by $5,304. Utilities were lower by $538.
Repairs and 

                                  11
<PAGE>

BASS REAL ESTATE FUND-84

maintenance was $1,136 lower due to reduced turnkey costs (expenses
associated with preparing rental units for occupation). Depreciation and
amortization was lower by $13,775.

     In applying the principles of Statement of Financial Accounting Standards
No. 15, the Partnership recognized interest expense payable to affiliates of
$48,707 that reflected an effective interest rate of 6.14% for the three months
ended September 30, 1995. Under the original terms of the mortgage loan payable
to affiliate, the Partnership would have recognized $83,903 as interest expense
based on the interest rate of 11.75%. Additional interest expense of $17,852
(based on 2.5% for three months) was recognized and represents the interest in
excess of the Stated Interest Rate of 7%.

     After combined interest expense of $113,294 and nonoperating expenses
(partnership expenses and nonrecurring replacement costs) of $21,395,
partnership operations recognized a net income of $7,567 for the three months
ended September 30, 1995. This is compared to a net loss of $54,631 for the
corresponding period in 1994.

     Overall the Partnership recognized a net increase in total revenues of
$70,994 and a net decrease in operating expenses of $68,924 for the nine months
ended September 30, 1995 compared with the corresponding period in 1994. Under
the original terms of the mortgage loan payable to affiliates, the Partnership
would have recognized $251,709 (actual was $185,466) as interest payable to
affiliate based on the interest rate of 11.75%. After combined interest expense
of $326,113 and nonoperating expenses of $64,187, Partnership operations
recognized a net income of $63,697 for the nine months ended September 30, 1995.
This is compared to a net loss of $85,107 for the corresponding period in 1994.


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings
              Response:  None

Item 2.  Changes in Securities
              Response:  None

Item 3.  Defaults upon Senior Securities
              Response:  None

Item 4.  Submission of Matters to a Vote of Security Holders
              Response:  None

Item 5.  Other Information
              Response:  None

Item 6.  Exhibits and Reports on Form 8-K

              (a)  Exhibits

             4(a) Copy of Limited Partnership Agreement dated as of June 1,
                  1984, filed as Exhibit 4(a) to Partnership's Registration
                  Statement of Form S-18 (No. 2-92295A), filed with the
                  Securities and Exchange Commission on July 19, 1984, which is
                  incorporated by reference to such Form S-18.

             4(b) Copy of Certificate of Limited Partnership dated as of June 1,
                  1984, filed as Exhibit 4(b) to Partnership's Registration
                  Statement on Form S-18 (No. 2-92295A), filed with the
                  Securities and Exchange Commission on July 19, 1984, which is
                  incorporated by reference to such Form S-18.

                                        12
<PAGE>

BASS REAL ESTATE FUND-84

             4(c) Copy of Amendment to Agreement of Limited Partnership dated as
                  of March 14, 1986, filed as Exhibit 4(c) to the Partnership's
                  Form 10-K Annual report for the fiscal year ended December 31,
                  1985, filed with the Securities and Exchange Commission, which
                  is incorporated herein by reference to such Form 10-K.

         (b) Reports on Form 8-K. No reports of Form 8-K were filed during the
quarter covered by this report.


                                 13


<PAGE>

BASS REAL ESTATE FUND-84

                                      SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Partnership has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

BASS REAL ESTATE FUND-84

    By:   Marion Bass Real Estate Group, Inc. as Managing General Partner


    By:   Marion F. Bass, President

    Date: November 13, 1995

    By:   Robert J. Brietz, Executive Vice President

    Date: November 13, 1995

                                14

<PAGE>


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
Article 5 for 3rd Quarter 10-Q for Bass Real Estate Fund-84.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                         114,489
<SECURITIES>                                         0
<RECEIVABLES>                                    9,827
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               203,016
<PP&E>                                       7,776,592
<DEPRECIATION>                               2,929,846
<TOTAL-ASSETS>                               5,179,071
<CURRENT-LIABILITIES>                          148,450
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                   (625,375)
<TOTAL-LIABILITY-AND-EQUITY>                 5,179,071
<SALES>                                        987,890
<TOTAL-REVENUES>                             1,017,223
<CGS>                                                0
<TOTAL-COSTS>                                  427,473
<OTHER-EXPENSES>                               199,940
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             326,113
<INCOME-PRETAX>                                 63,697
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    63,697
<EPS-PRIMARY>                                     7.39
<EPS-DILUTED>                                     7.39
        

</TABLE>


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