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 March 31, 2001
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Commission file number 0-14269
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SIERRA PACIFIC PENSION INVESTORS `84
(A LIMITED PARTNERSHIP)
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State of California 33-0043952
- -- ------------------------------------------ ---------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5850 San Felipe, Suite 450
Houston, Texas 77057
- ---------------------------------------- ---------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (713) 706-6271
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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 [ ].
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following financial statements are submitted in the next pages:
Page
number
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Consolidated Balance Sheets - March 31, 2001 and December 31, 2000 4
Consolidated Statements of Operations - For the Three Months Ended
March 31, 2001 and 2000 5
Consolidated Statements of Changes in Partners' Equity - For the Year
Ended December 31, 2000 and for the Three Months Ended March 31, 2001 6
Consolidated Statements of Cash Flows - For the Three Months Ended
March 31, 2001 and 2000 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) Consolidated 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 an 80.32% interest in Sierra Mira Mesa Partners
(SMMP), which is maintained on the equity method of accounting.
(b) RESULTS OF OPERATIONS
Rental income for the three months ended March 31, 2001 increased by
approximately $17,000, or 11%, when compared to the corresponding period in the
prior year, primarily as a result of an increase in occupancy at the Property.
Occupancy rose from 87% at March 31, 2000 to 100% at March 31, 2001.
Operating expenses increased by approximately $25,000, or 20%, for the three
months ended March 31, 2001. This increase was principally due to higher
maintenance and repair costs associated with the increased occupancy of the
Property. Further, data processing expenses and accounting and auditing costs
rose during the period.
2
Depreciation and amortization expenses for the three months ended March 31, 2001
rose by approximately $11,000, or 30%, when compared to the corresponding period
in the prior year, principally due to increased depreciation and amortization on
additional tenant improvements and lease costs associated with the increased
occupancy of the Property.
The Partnership's share of unconsolidated joint venture (loss) income was
approximately $(20,000) for the three months ended March 31, 2001, in comparison
to $127,000 for the same period in the prior year. The loss incurred by SMMP was
in large part due to an increase in utilities associated with higher energy
costs, and as a result of the write-off of rents deemed uncollectible to bad
debt expense. The loss was also 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 a decrease in income
primarily due to lower common area maintenance fees recovery revenue incurred
during the quarter.
(c) LIQUIDITY AND CAPITAL
As of March 31, 2001, the Partnership is in an illiquid position. Total cash and
billed receivables amount to approximately $21,000 compared to approximately
$133,000 of current 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. During the three months ended March 31, 2001, SMMP made
distributions of $185,000 to the Partnership.
Inflation:
The Partnership does not expect inflation to be a material factor in its
operations in 2001.
3
SIERRA PACIFIC PENSION INVESTORS '84 AND SUBSIDIARY
(A LIMITED PARTNERSHIP)
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2001 AND DECEMBER 31, 2000
- --------------------------------------------------------------------------------
March 31, 2001 December 31, 2000
(Unaudited)
---------------- ------------------
ASSETS
Cash and cash equivalents $ 3,933 $ 33,647
Receivables:
Note receivable, net of deferred gain of $132,471 1,618,300 1,618,300
Unbilled rent 49,790 48,713
Billed rent 16,666 69,118
Interest 43,769 0
Due from affiliate 1,033,578 936,752
Income-producing property - net of
accumulated depreciation and valuation
allowance of $2,892,673 and $2,861,598
respectively 1,198,155 1,208,166
Investment in unconsolidated joint venture 6,856,988 7,063,438
Other assets - net of accumulated amortization
of $206,788 and $197,100, respectively 253,432 232,067
------------ ------------
Total Assets $ 11,074,611 $ 11,210,201
============ ============
LIABILITIES AND PARTNERS' EQUITY
Accrued and other liabilities $ 160,324 $ 248,108
Notes payable 1,344,862 1,349,748
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Total Liabilities 1,505,186 1,597,856
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Partners' equity (deficit):
General Partner (183,532) (183,103)
Limited Partners:
80,000 units authorized,
77,000 issued and outstanding 9,752,957 9,795,448
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Total Partners' equity 9,569,425 9,612,345
------------ ------------
Total Liabilities and Partners' equity $ 11,074,611 $ 11,210,201
============ ============
SEE ACCOMPANYING NOTES
4
SIERRA PACIFIC PENSION INVESTORS '84 AND SUBSIDIARY
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
- --------------------------------------------------------------------------------
2001 2000
(Unaudited) (Unaudited)
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REVENUES:
Rental income $ 165,456 $ 148,485
Interest income 43,772 39,793
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Total revenues 209,228 188,278
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EXPENSES:
Operating expenses 153,265 128,074
Depreciation and amortization 47,288 36,355
Interest expense 31,145 32,568
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Total costs and expenses 231,698 196,997
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LOSS BEFORE PARTNERSHIP'S SHARE OF
UNCONSOLIDATED JOINT VENTURE
(LOSS) INCOME (22,470) (8,719)
PARTNERSHIP'S SHARE OF UNCONSOLIDATED
JOINT VENTURE (LOSS) INCOME (20,450) 127,326
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NET (LOSS) INCOME $ (42,920) $ 118,607
========= =========
Net (loss) income per limited partnership unit $ (0.55) $ 1.52
========= =========
SEE ACCOMPANYING NOTES
5
SIERRA PACIFIC PENSION INVESTORS '84 AND SUBSIDIARY
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2000 AND
FOR THE THREE MONTHS ENDED MARCH 31, 2001
- --------------------------------------------------------------------------------
Limited Partners Total
-------------------------- General Partners'
Per Unit Total Partner Equity
----------- ------------ ------------ ------------
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, 1999) (70.59) (5,435,550) $ 133,334 (5,302,216)
Cumulative distributions
(to December 31, 1999) (21.43) (1,650,006) (133,334) (1,783,340)
------- ------------ ------------ ------------
Partners' equity - January 1, 2000 120.61 9,287,059 0 9,287,059
Transfer among general partner and limited partner 2.42 186,356 (186,356) 0
Net income 4.18 322,033 3,253 325,286
------- ------------ ------------ ------------
Partners' equity (deficit) - December 31, 2000 (audited) 127.21 9,795,448 (183,103) 9,612,345
Net loss (unaudited) (0.55) (42,491) (429) (42,920)
------- ------------ ------------ ------------
Partners' equity (deficit) - March 31, 2001 (unaudited) $126.66 $ 9,752,957 $ (183,532) $ 9,569,425
======= ============ ============ ============
SEE ACCOMPANYING NOTES
6
SIERRA PACIFIC PENSION INVESTORS '84 AND SUBSIDIARY
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
- --------------------------------------------------------------------------------
2001 2000
(Unaudited) (Unaudited)
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (42,920) $ 118,607
Adjustments to reconcile net (loss) income
to cash used in operating activities:
Depreciation and amortization 47,288 36,355
Partnership's share of unconsolidated joint
venture loss (income) 20,450 (127,326)
Decrease (increase) in rent receivable 51,375 (8,475)
Increase in interest receivable (43,769) (39,790)
Increase in other assets (36,578) (31,687)
(Decrease) increase in accrued and other liabilites (87,784) 28,174
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Net cash used in operating activities (91,938) (24,142)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for property additions (21,064) (1,813)
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Net cash used in investing activities (21,064) (1,813)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on notes payable (4,886) (16,885)
Capital contributions to unconsolidated joint venture 0 (34,000)
Distributions from unconsolidated joint venture 185,000 107,000
Loan from affiliate (96,826) (39,934)
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Net cash provided by financing activities 83,288 16,181
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NET DECREASE IN CASH AND CASH EQUIVALENTS (29,714) (9,774)
CASH AND CASH EQUIVALENTS - Beginning of period 33,647 31,562
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CASH AND CASH EQUIVALENTS - End of period $ 3,933 $ 21,788
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for interest $ 31,184 $ 32,504
========= =========
SEE ACCOMPANYING NOTES
7
SIERRA PACIFIC PENSION INVESTORS '84 AND SUBSIDIARY
(A LIMITED PARTNERSHIP)
---------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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1. BASIS OF FINANCIAL STATEMENTS
In the opinion of Sierra Pacific Pension Investors `84's (the Partnership)
management, these unaudited consolidated financial statements reflect all
adjustments which are necessary for a fair presentation of its financial
position at March 31, 2001 and results of operations and cash flows for the
periods presented. All adjustments included in these financial statements are of
a normal and recurring nature. The financial statements include the accounts of
Sierra Valencia, LLC, a wholly-owned subsidiary. All significant intercompany
balances are eliminated in consolidation. The Partnership consolidates all
entities in which it has a controlling equity interest. 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, 2000.
Certain reclassifications have been made to the March 31, 2000 Consolidated
Statement of Cash Flows to conform to the March 31, 2001 presentation.
2. RELATED PARTY TRANSACTIONS
Included in the financial statements for the three months ended March 31, 2001
and 2000 are affiliate transactions as follows:
March 31
--------------------------
2001 2000
------------ ------------
Management fees $ 6,678 $ 4,449
Administrative fees 18,930 19,744
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 March 31, 2001 the
Partnership's interest in SMMP was 80.32%; the remaining 19.68% interest is
owned by SPDFII.
8
Sierra Pacific Pension Investors '84 and Subsidiary Notes to
Consolidated Financial Statements (Unaudited)
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 three months ended March 31, 2001
and 2000 is as follows:
March 31
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2001 2000
-------------------------
Rental income $ 547,511 $ 556,156
Total revenues 615,633 617,334
Operating expenses 358,622 219,914
Share of unconsolidated
joint venture income 2,546 45,176
Net (loss) income (34,395) 175,848
As of March 31, 2001, SMMP holds a 51.51% interest in Sorrento II Partners
(SIIP), a California general partnership with Sierra Pacific Institutional
Properties V formed in 1993, a 0% interest in Sierra Creekside Partners (SCP), a
California general partnership with Sierra Pacific Development Fund formed in
1994, and a 33.55% 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 three months ended March
31, 2001 and 2000 is as follows:
SCP SVP SIIP
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March 31 March 31 March 31
---------------------------------------------------------------------------------------------
2001 2000 2001 2000 2001 2000
---------------------------------------------------------------------------------------------
Rental income $ 286,237 $ 229,440 $ 0 $ 0 $ 316,806 $ 385,844
Total revenues 286,237 229,440 0 0 316,806 397,049
Operating expenses 219,691 154,180 21,765 13,665 162,034 124,762
Extraordinary loss 0 46,020 0 0 0 0
Net (loss) income (97,191) (124,683) (30,703) (20,154) 52,078 127,660
9
Sierra Pacific Pension Investors '84 and Subsidiary
Notes to Consolidated Financial Statements (Unaudited)
Page three
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
by the number of limited partnership units outstanding, 77,000.
During 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 was significant.
5. PENDING TRANSACTION
CGS Real Estate Company, Inc. (CGS), and affiliate of the corporate general
partner of the Partnership, is continuing the development of a plan which will
combine the Partnership's property with the properties of other real estate
partnerships 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 acquiror, American Spectrum
Realty, Inc. (ASR), would qualify in the future as a real estate investment
trust. Limited partners would receive shares of common stock in ASR, which would
be listed on a national securities exchange.
The Partnership's participation in this plan will require the consent of its
limited partners. ASR filed a registration statement on Form S-4 August 14, 2000
relating to the solicitation of consents with the SEC. The registration
statement was amended February 14, 2001 and April 24, 2001. The plan and the
benefits and risks thereof will be described in detail in the final
prospectus/consent solicitation statement included in the registration statement
filed under the Securities Act of 1933 at the time it is declared effective by
the SEC. Following effectiveness, solicitation materials will be provided to
limited partners in connection with the solicitation of the consent of the
limited partners. There can be no assurances that the plan described above will
be consummated.
As of March 31, 2001, the Partnership has paid a total of $1,033,578 in expenses
relating to the pending transaction. These costs primarily relate to
professional fees and are recorded as an affiliate receivable on the balance
sheet. When the transaction is finalized, the Partnership will be compensated
with additional stock. If the transaction is terminated, the Partnership will be
reimbursed by CGS for all costs incurred.
10
Sierra Pacific Pension Investors '84 and Subsidiary
Notes to Consolidated Financial Statements (Unaudited)
Page four
6. RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133
requires a company to recognize all derivative instruments (including certain
derivative instruments embedded in other contracts) as assets or liabilities in
its balance sheet and measure them at fair value. The statement requires that
changes in the derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met. SFAS No. 133, as amended, is
effective for fiscal years beginning after June 15, 2000. The Partnership
adopted the accounting provisions of SFAS No. 133 in 2001. The implementation of
SFAS No. 133 did not have a significant effect on the Partnership's financial
conditions or results of operations.
In December 1999, the 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 adopted the accounting
provisions of SAB 101 in 2000. The implementation of SAB 101 did not have a
significant effect on the Partnership's financial condition or results of
operations.
7. SUBSEQUENT EVENT
On April 16, 2001, the combined financial statements of the parent of the
general partner and other affiliates were issued. The independent public
accountant's report on such statements contained an explanatory paragraph
relating to the ability of the combined entity to continue as a going concern.
The combined entities have experienced losses in the periods presented and have
a net capital deficiency. Certain entities in the combined financial statements
have not made debt payments when due and various lenders have placed $10,520,000
of debt in default. Certain entities also need to pay or refinance a significant
amount of debt coming due in the next twelve months. These factors raise
substantial doubt about the ability of the combined entities, including the
general partner, to continue as a going concern.
Management of the combined entities has plans related to these matters, which
include obtaining additional loans from shareholders, obtaining extensions from
lenders or refinancing all debt through the completion of the transaction
discussed in Note 5. In addition, if necessary, management believes it could
sell properties to generate cash to pay debt. The Partnership does not believe
that the affect of the ultimate outcome of the circumstances surrounding the
combined entities will have a material adverse effect on its results of
operations or financial position.
11
Sierra Pacific Pension Investors '84 and Subsidiary
Notes to Consolidated Financial Statements (Unaudited)
Page five
As discussed in Note 5, the Partnership has an affiliate receivable for costs
incurred in the anticipation of the transaction. The Partnership has obtained
the guarantee of the major individual owner of the parent of the general partner
with respect to the repayment of these costs in the transaction if not
consummated.
12
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(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: MAY 14, 2001 /s/ THOMAS N. THURBER
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Thomas N. Thurber
President and Director
Date: MAY 14, 2001 /s/ G. ANTHONY EPPOLITO
------------ -------------------------------------
G. Anthony Eppolito
Chief Accountant
13