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 ------- -------- BASS REAL ESTATE FUND-84 INDEX ------- PAGE NUMBER 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 -2- BASS REAL ESTATE FUND-84 CONDENSED BALANCE SHEET SEPTEMBER 30, DECEMBER 31, 1995 1994 ------------------ ----------------- ASSETS (UNAUDITED) ------- 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 ================== ================= THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. -3- BASS REAL ESTATE FUND-84 CONDENSED STATEMENT OF INCOME (UNAUDITED) THREE MONTHS NINE MONTHS THREE MONTHS NINE MONTHS ENDED ENDED ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, 1995 1995 1994 1994 --------------- --------------- --------------- --------------- 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 =============== =============== =============== =============== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. -4- BASS REAL ESTATE FUND-84 STATEMENT OF PARTNERS' DEFICIT (UNAUDITED) LIMITED GENERAL PARTNERS PARTNERS TOTAL ---------------- ---------------- -------------- 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) ================ ================ ============== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. -5- BASS REAL ESTATE FUND-84 CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) NINE MONTHS NINE MONTHS ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, 1995 1994 ------------------- ----------------- 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 =================== ================= THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. -6- 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 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 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 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 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 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 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 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