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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the year ended December 31, 2000
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: 0-16645
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
------------------------------------------
(Exact name of registrant as specified in its charter)
California 33-0157561
-------------------------------- --------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
400 South El Camino Real, Suite 1100 94402-1708
------------
San Mateo, California (Zip Code)
---------------------
(Address of principal executive offices)
Partnership's telephone number, including area code (650) 343-9300
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
-------------------------------------
(Title of class)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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
No market for the Limited Partnership Units exists and therefore a market value
for such Units cannot be determined.
DOCUMENTS INCORPORATED BY REFERENCE: None.
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PART I
ITEM 1. BUSINESS
Rancon Income Fund I, a California Limited Partnership, ("the Partnership") was
organized in accordance with the provisions of the California Revised Limited
Partnership Act for the purpose of acquiring, operating and disposing of
existing income producing commercial, industrial and residential real estate
properties. The general partner of the Partnership is Rancon Income Partners I
("General Partner"). The Partnership was organized in 1986, completed its public
offering of partnership units ("Units") in April 1989 and has 13,833 and 14,555
Units issued and outstanding as of December 31, 2000 and 1999, respectively. The
Partnership has no employees.
At December 31, 2000, the Partnership owned two properties, which are more fully
described in Item 2.
Competition Within the Market
Management believes that characteristics influencing the competitiveness of a
real estate project are the geographic location of the property, the
professionalism of the property manager and the maintenance and appearance of
the property, in addition to external factors such as general economic
circumstances, trends, and the existence of new, competing properties in the
vicinity. Additional competitive factors with respect to commercial and
industrial properties are the ease of access to the property, the adequacy of
related facilities, such as parking, and the ability to provide rent concessions
and additional tenant improvements commensurate with local market conditions.
Such competition may lead to rent concessions that could adversely affect the
Partnership's cash flow. Although management believes the Partnership's
properties are competitive with comparable properties as to those factors within
the Partnership's control, over-building and other external factors could
adversely affect the ability of the Partnership to attract and retain tenants.
The marketability of the properties may also be affected (either positively or
negatively) by these factors as well as by changes in general or local economic
conditions, including prevailing interest rates. Depending on market and
economic conditions, the Partnership may be required to retain ownership of its
properties for periods longer than anticipated at acquisition, or may need to
sell earlier than anticipated, at a time or under terms and conditions that are
less advantageous than would be the case if unfavorable economic or market
conditions did not exist.
Working Capital
The Partnership's practice is to maintain cash reserves for normal repairs,
replacements, working capital and other contingencies. The Partnership knows of
no statistical information which allows comparison of its cash reserves to those
of its competitors.
ITEM 2. PROPERTIES
The Partnership currently owns the properties listed below:
Encumbrances at
Name Location Type Size December 31, 2000
---- -------- ---- ---- -----------------
Wakefield Industrial Temecula, California Light 44,200 sq. ft. None
Center Industrial
Bristol Medical Center Santa Ana, California Office 52,311 sq. ft. None
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Wakefield Industrial Center
In April 1987, the Partnership acquired the Wakefield facility, at a cost of
approximately $1,899,000 plus acquisition fees of $87,000. Wakefield consists of
two buildings on approximately 3.99 acres of land. The property is located in
Temecula, California, on the west side of Jefferson Avenue, approximately 500
feet west of the Interstate 15 highway in an area that is zoned for "medium
manufacturing".
Both buildings are composed of concrete tilt-up construction and have central
heating and air conditioning systems in the office areas. One building contains
approximately 25,000 square feet of leasable space, of which approximately 5,900
square feet is office space, with the balance used for manufacturing and related
purposes. The other building contains approximately 19,200 square feet of
leasable space of which approximately 4,800 square feet is office space, with
the balance used for warehousing and related purposes. The Wakefield facility
provides uncovered parking for approximately 54 cars and includes partially
improved land which is used for car parking and truck access.
According to research conducted by the Partnership's property manager, the
market has approximately 9,482,048 square feet of existing industrial space,
with an overall vacancy rate of 6.3%. The area offers a wide range of high
quality, attractive industrial projects ranging from multi-tenant incubator
space to large, single-user distribution facilities located in master-planned
business parks. There is approximately 594,589 square feet of multi-tenant and
free standing industrial space that competes directly with Wakefield Industrial
Center. The asking rent for industrial space in these area ranges between $5.76
industrial gross to $7.20 per foot triple net (tenant pays all operating
expenses, including taxes, insurance, and capital).
The occupancy level at December 31, 2000, 1999, 1998, 1997 and 1996, expressed
as a percentage of the total net rentable square feet, and the average annual
effective rent per square foot for the last five years were as follows:
Occupancy Level Average Annual Effective
Percentage Rent Per Square Foot
---------- --------------------
2000 100% $ 4.49
1999 100% $ 4.40
1998 100% $ 4.31
1997 100% $ 4.14
1996 100% $ 4.04
Annual effective rent is calculated by dividing the aggregate of annualized
current month rental income for each tenant by the total square feet occupied at
the property.
One tenant occupies 100% of the net rentable square footage of the two
buildings. The principal terms of the lease and the nature of the tenant's
business are as follows:
Wakefield Engineering, Inc.
---------------------------
Nature of Business: Manufacturer
Lease Term: 10 years
Expiration Date: November 30, 2004
Square Feet: 44,200
(% of rentable total): 100%
Annual Rent: $194,617
Rent Increase: Annual - CPI
Renewal Options: None
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In 1996, management determined that the carrying value of Wakefield Industrial
Center was in excess of the estimated fair value. As a result, the Partnership
recorded a provision for impairment of its investment in Wakefield Industrial
Center of $175,000.
Bristol Medical Center
In October 1987, the Partnership entered into an agreement with Rancon Financial
Corporation ("RFC") to acquire Bristol Medical Center for a purchase price of
$5,105,000, plus all costs incurred by RFC in ownership and management of the
property from December 1986. The purchase price was paid in installments through
May 1988, for a total cost of $5,370,000. Bristol Medical Center is located in
Santa Ana, California, on the west side of Bristol Street, approximately 1.5
miles from a major east-west freeway and approximately 2 miles from a major
north-south freeway. The John Wayne Orange County airport is located 2.5 miles
northwest of the property.
Bristol Medical Center consists of two 2-story medical office buildings and
related parking spaces on approximately 3.42 acres. The two office buildings
contain an aggregate of approximately 52,311 net rentable square feet of office
space. Each of the buildings has one elevator and three stairways, and each
suite is served by its own roof-mounted heating and air conditioning unit. The
property contains uncovered parking for approximately 299 cars.
According to research conducted by the Partnership's property manager, the
direct market area consists of five medical buildings totaling approximately
189,847 rentable square feet, all of which are older Class "B" Buildings. The
sub-market, consisting of smaller dental/medical offices and retail sites, is
being condemned or purchased by the City of Santa Ana to widen Bristol Street.
The renovation project, which is underway by the City of Santa Ana, will include
new retail buildings and a landscaped median, which should enhance the area
considerably. Net absorption in this area has been on a downward trend since
1992 when changes in the health care industry began. Currently, total vacancy in
this market is approximately 9.9%. The annual rental rates for the area range
from $15.00 per square foot to $18.60 per square foot modified gross (tenant
pays interior janitorial costs).
The occupancy level at December 31, 2000, 1999, 1998,1997 and 1996, expressed as
a percentage of the total net rentable square feet, and the average annual
effective rent per square foot for the last five years were as follows:
Occupancy Level Average Annual Effective
Percentage Rent Per Square Foot
---------- --------------------
2000 69% $ 18.46
1999 65% $ 18.00
1998 60% $ 18.40
1997 83% $ 19.00
1996 85% $ 18.89
Annual effective rent is calculated by dividing the aggregate of annualized
current month rental income for each tenant by the total square feet occupied at
the property.
The current annual rental rates for this property range from $16.69 to $27.90
per square foot.
The current annual rental rates at Bristol Medical Center are higher than the
market average as the leases in effect are old and were signed at a time when
such rates were market rates. The occupancy at Bristol Medical Center increased
4% from 65% at December 31, 1999 to 69% at December 31, 2000 due to
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leasing of 1,684 square feet of previously vacant space to a new tenant, and a
797 square foot expansion for an existing tenant. Leasing space at Bristol
Medical Center is difficult, as changes in the healthcare industry have reduced
the number of independent physicians opening second offices. Additionally,
physicians appear to be leasing space at retail locations, which tend to offer
more exposure than the traditional medical buildings.
There is one tenant that occupies more than ten percent of the net rentable
square footage of the Bristol Medical Center. The principal terms of the lease
and the nature of the tenant's business are as follows:
St. Jude
Heritage Health
---------------
Nature of Business: Medical clinic
Lease Term: 5 years
Expiration Date: August 31, 2003
Square Feet: 11,283
(% of rentable total): 22%
Annual Rent: $204,000
Rent Increase: Annual - CPI
Renewal Options: None
In 1998 and 1996, the Partnership recorded provisions for impairment of its
investment in Bristol Medical Center of $451,000 and $1,470,000, respectively,
due to an increase in vacancy, the difficulty in leasing vacant space and
projected cash flows.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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PART II
ITEM 5. MARKET FOR PARTNERSHIP'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
There is no established trading market for the Units.
Holders
As of December 31, 2000, a total of 1,296 persons (Limited Partners) held Units.
Distributions
Distributions are paid from either Cash From Operations or Cash From Sales or
Financing.
Cash From Operations is defined in the Partnership Agreement as all cash
receipts from operations in the ordinary course of business (except for the
sale, refinancing, exchange or other disposition of real property in the
ordinary course of business) after deducting payments for operating expenses.
Distributions of Cash From Operations are generally allocated as follows: (i)
first to the Limited Partners until they receive a noncumulative 6% return per
annum on their unreturned capital contributions and (ii) the remainder, if any
in a given year, shall be divided in the ratio of 90% to the Limited Partners
and 10% to the General Partner.
Distributions equal to the amounts otherwise allocable to the General Partner
but reallocated to the Limited Partners pursuant to (i) above shall be paid to
the General Partner on the next occasion on which Cash From Operations is
available for distributions to Limited Partners in an amount in excess of the
amount required to provide the Limited Partners with a 6% per annum return on
their unreturned capital contributions, in which case the excess shall be paid
to the General Partner in an amount up to the aggregate amount previously
re-allocated pursuant to (i) above and not subsequently repaid in accordance
with the provisions of this paragraph.
Cash From Sales or Financing is defined in the Partnership Agreement as the net
cash realized by the Partnership from the sale, disposition or refinancing of
any property after retirement of applicable mortgage debt and all expenses
related to the transaction, together with interest on any notes taken back by
the Partnership upon the sale of a property. All distributions of Cash From
Sales or Financing are allocated generally as follows: (i) first, 2% to the
General Partner and 98% to the Limited Partners until the Limited Partners have
received an amount equal to their capital contributions; (ii) second, 2% to the
General Partner and 98% to the Limited Partners until the Limited Partners have
received a 6% return on their unreturned capital contributions (less prior
distributions of Cash From Operations); (iii) third, to the General Partner the
amount of subordinated real estate commissions payable per the Partnership
Agreement; (iv) fourth, 2% to the General Partner and 98% to the Limited
Partners until the Limited Partners have received an additional 4% return on
their unreturned capital contributions (less prior distributions of Cash From
Operations); (v) fifth, 2% to the General Partner and 98% to the Limited
Partners until the Limited Partners who purchased their Units prior to June 1,
1988, receive an additional return (depending on the date on which they
purchased the Units) on their unreturned capital of either 8%, 5% or 2%
(calculated through the first anniversary date of the purchase of the Units);
(vi) sixth, 98% to the General Partner and 2% to the Limited Partners until the
General Partner has received an amount equal to 15% of all prior distributions
made to the Limited Partners and the General Partner pursuant to subparagraph
(iv) and (v) (less prior distributions to the General Partner under subparagraph
(iv) and
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(v)); and (vii) seventh, 85% to the Limited Partners and 15% to the General
Partner. A more detailed statement of the distribution policies is set forth in
the Partnership Agreement.
The following distributions of Cash From Operations were made by the Partnership
during the three most recent fiscal years:
Amount Amount
Date of Amount Distributed Distributed Distributed to
Distribution to Limited Partners Per Unit General Partner
------------ ------------------- -------- ---------------
08/29/00 $ 145,550 $ 10.00 --
02/25/00 $ 145,550 $ 10.00 --
08/30/99 $ 145,550 $ 10.00 --
05/28/99 $ 727,750 $ 50.00 $ 14,555
02/25/99 $ 27,656 $ 1.90 --
09/03/98 $ 27,656 $ 1.90 --
02/26/98 $ 27,656 $ 1.90 --
Of the total distributions noted above, $20.33, $61.90, and $3.80 per unit
represented a return of capital for the fiscal years ended December 31, 2000,
1999 and 1998, respectively. The increase in distributions in 1999 resulted from
the proceeds from the sale of Aztec Village.
ITEM 6. SELECTED FINANCIAL DATA
The following is selected financial data for the five years ended December 31,
2000, 1999, 1998, 1997 and 1996 (in thousands, except per Unit data).
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Rental income $ 859 $ 868 $ 1,022 $ 1,142 $ 1,125
Provision for impairment
of investments in
real estate $ -- $ -- $ 451 $ 438 $ 1,645
Net income (loss) $ 173 $ 391 $ (279) $ (165) $(1,394)
Net income (loss)
allocable to limited
partners $ 171 $ 387 $ (276) $ (163) $(1,380)
Net income (loss)
per limited
partnership unit $ 11.94 $ 26.59 $(18.96) $(11.20) $(94.81)
Total assets $ 5,149 $ 5,488 $ 6,012 $ 6,323 $ 6,531
Cash distributions
per weighted average
limited partnership unit $ 20.33 $ 61.90 $ 3.80 $ 2.88 $ 7.00
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion of the Partnership's financial condition and results of
operations should be read in conjunction with the financial statements and notes
thereto in Item 14 of Part IV:
LIQUIDITY AND CAPITAL RESOURCES
On April 21, 1989, Rancon Income Fund I ("the Partnership") was funded from the
sale of 14,559 limited partnership units ("Units") in the amount of $14,559,000.
Four Units were retired in 1990. In 2000, a total of 722 Units were repurchased,
and 13,833 Units remain outstanding at December 31, 2000. As of December 31,
2000, the Partnership had cash of $931,000. The remainder of the Partnership's
assets consists primarily of its real estate investments, which totaled
approximately $4,164,000 at December 31, 2000.
On May 12, 1999, the Partnership sold Aztec Village Shopping Center ("Aztec"), a
23,879 square foot retail center located in San Diego, California, to an
unaffiliated entity for $1,000,000. The Partnership realized a $254,000 gain on
the sale, which is net of selling costs and expenses reflected in the
Partnership's statement of operations for the year ended December 31, 1999. The
sale proceeds totaled $937,000 and of this amount, $742,305 was distributed to
the partners and the remainder was added to the Partnership's cash reserves.
The Partnership is contingently liable for a subordinated real estate commission
payable to the General Partner in the amount of $30,000 at December 31, 2000 for
the May 1999 sale of Aztec Village Shopping Center. Per the Partnership
Agreement, upon the sale of a Partnership property, the General Partner shall be
entitled to a subordinated real estate commission, provided that, in no event
shall the subordinated real estate commission payable to the General Partner
exceed 3% of the gross sales price of the property which is sold. The
subordinated real estate commission is payable only after the limited partners
have received distributions equal to their original invested capital plus a
cumulative non-compounded return of 6% per annum on their adjusted invested
capital. Since the circumstances under which this commission would be payable
are limited, the liability has not been recognized in the Partnership's
financial statements; however, the amount will be recorded if and when it
becomes payable.
Operationally, the Partnership's primary source of funds consists of cash
generated from operating the rental properties. Cash flows from operating
activities have been sufficient to provide funds to reinvest in the properties
by way of improvements, as well as to fund distributions to the limited
partners. Another source of funds has been the interest earned on invested cash
balances.
Management believes that the Partnership's cash balance as of December 31, 2000,
together with the cash from operations and sales, will be sufficient to finance
the Partnership's and the properties continued operations on both a short-term
and long-term basis. There can be no assurance that the Partnership's results of
operations will not fluctuate in the future and at times affect its ability to
meet its operating requirements.
Operating Activities
During the year ended December 31, 2000, the Partnership's cash provided by
operating activities totaled $367,000.
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Investing Activities
During the year ended December 31, 2000, the Partnership's cash used for
investing activities totaled $137,000 for improvement of rental properties.
Financing Activities
During the year ended December 31, 2000, the Partnership's cash used for
financing activities totaled $507,000 which consisted of $291,000 of
distributions to the Limited Partners, and $216,000 paid to redeem 722 limited
partnership units ("Units").
RESULTS OF OPERATIONS
2000 versus 1999
Rental income decreased slightly for the year ended December 31, 2000, compared
to the year ended December 31, 1999, primarily due to the sale of Aztec Village.
The decrease due to the sale was offset by an increase in rental income from
Bristol Medical Center resulting from the increase in occupancy.
The $254,000 gain on sale of real estate resulted from the sale of Aztec Village
Shopping Center in May 1999.
Interest and other income increased $6,000, or 15%, for the year ended December
31, 2000, compared to the year ended December 31, 1999, due to a higher average
invested balance resulting from the sale of Aztec Village in May 1999.
Operating expenses decreased $15,000, or 4%, for the year ended December 31,
2000, compared to the year ended December 31, 1999, primarily due to the sale of
Aztec Village in May 1999.
Depreciation and amortization expense increased $13,000, or 7%, for the year
ended December 31, 2000, compared to December 31, 1999, due to additions to
rental properties.
General and administrative expenses decreased $37,000, or 16%, during the year
ended December 31, 2000, compared to the year ended December 31, 1999, primarily
due to a decrease in the asset management fee resulting from the sale of Aztec
Village in May 1999. Effective July 1999, the annual asset management fee was
reduced from $208,000 to $100,000.
1999 versus 1998
Rental income decreased $154,000, or 15%, for the year ended December 31, 1999,
compared to the year ended December 31, 1998, primarily due to the sale of Aztec
Village.
The $254,000 gain on sale of real estate resulted from the sale of Aztec Village
Shopping Center in May 1999.
Interest and other income increased $10,000, or 34%, for the year ended December
31, 1999, compared to the year ended December 31, 1998, primarily due to a
higher average invested balance resulting from the sale of Aztec Village in May
1999.
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Operating expenses decreased $84,000, or 20%, for the year ended December 31,
1999, compared to the year ended December 31, 1998, primarily due to the sale of
Aztec Village in May 1999.
Depreciation and amortization expense increased $19,000, or 11%, for the year
ended December 31, 1999, compared to the year ended December 31, 1998, due to
additions to rental properties.
General and administrative expenses decreased $44,000, or 16%, for the year
ended December 31, 1999, compared to the year ended December 31, 1998, primarily
due to a decrease in the asset management fees resulting from the sale of Aztec
Village in May 1999. Effective July 1999, the annual asset management fee was
reduced from $208,000 to $100,000.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
For information with respect to Item 8, see Financial Statements and Schedule as
listed in Item 14.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
Rancon Income Partners I is the General Partner of the Partnership. Daniel Lee
Stephenson and Rancon Financial Corporation ("RFC") are the General Partners of
Rancon Income Partners I, L.P. The executive officer and director of RFC is:
Daniel L. Stephenson Director, President, Chief Executive Officer and
Chief Financial Officer
There is no fixed term of office for Mr. Stephenson.
Mr. Stephenson, age 57, founded RFC in 1971 for the purpose of establishing a
commercial, industrial and residential property syndication, development and
brokerage concern. Mr. Stephenson has, from inception, held the position of
Director. In addition, Mr. Stephenson was President and Chief Executive Officer
of RFC from 1971 to 1986, from August 1991 to September 1992, and from March 31,
1995 to present. Mr. Stephenson is Chairman of the Board of PacWest Group, Inc.,
a real estate firm which has acquired a portfolio of assets from the Resolution
Trust Corporation.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no executive officers. For information relating to fees,
compensation, reimbursements and distributions paid to related parties,
reference is made to Item 13 below.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
No person is known by the Partnership to be the beneficial owner of more than 5%
of the Units.
Security Ownership of Management
Amount and Nature of
Title of Class Name of Beneficial Owner Beneficial Ownership Percent of Class
--------------------------------------- -------------------- ----------------
Units Daniel L. Stephenson 3 Units (trust) Less than 1 percent
Changes in Control
The Limited Partners have no right, power or authority to act for or bind the
Partnership. However, the Limited Partners have the power to vote upon the
following matters affecting the basic structure of the Partnership, each of
which shall require the approval of Limited Partners holding a majority of the
outstanding Units: (i) amendment of the Partnership Agreement; (ii) termination
and dissolution of the Partnership; (iii) sale, exchange or pledge of all or
substantially all of the assets of the Partnership; (iv) removal of the General
Partner or any successor General Partner; (v) election of a new General Partner;
(vi) the approval or disapproval of the terms of purchase of the General
Partner's interest; and (vii) the modification of the terms of any agreement
between the Partnership and the General Partner or an affiliate.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For the year ended December 31, 2000, the Partnership did not incur any costs
reimbursable to RFC or any affiliate of the Partnership.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULE AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report
(1) Financial Statements:
Report of Independent Public Accountants
Balance Sheets as of December 31, 2000 and 1999
Statements of Operations for the Years Ended December
31, 2000, 1999 and 1998
Statements of Partners' Equity (Deficit) for the Years
Ended December 31, 2000, 1999 and 1998
Statements of Cash Flows for the Years Ended December
31, 2000, 1999 and 1998
Notes to Financial Statements
(2) Financial Statement Schedule:
Schedule III -- Real Estate and Accumulated Depreciation
as of December 31, 2000 and Notes thereto
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.
(3) Exhibits:
None
(b) Reports on Form 8-K
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
RANCON INCOME FUND I,
a California Limited Partnership
(Partnership)
By: RANCON INCOME PARTNERS I, L.P.
General Partner
Date: March 29, 2001 By: /s/ Daniel L. Stephenson
--------------------------------------------
Daniel L. Stephenson,
Director, President, Chief Executive Officer
and Chief Financial Officer of
Rancon Financial Corporation,
General Partner of
Rancon Income Partners I, L.P.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Partnership and in the
capacities and on the dates indicated.
By: RANCON INCOME PARTNERS I, L.P.
General Partner
Date: March 29, 2001 By: /s/ Daniel L. Stephenson
--------------------------------------------
Daniel L. Stephenson,
Director, President, Chief Executive Officer
and Chief Financial Officer of
Rancon Financial Corporation,
General Partner of
Rancon Income Partners I, L.P.
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RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
INDEX TO FINANCIAL STATEMENTS
AND SCHEDULE
PAGE
----
Report of Independent Public Accountants 16
Financial Statements:
Balance Sheets as of December 31, 2000 and 1999 17
Statements of Operations for the years ended December 31, 2000,
1999 and 1998 18
Statements of Partners' Equity for the years ended
December 31, 2000, 1999 and 1998 19
Statements of Cash Flows for the years ended December 31, 2000,
1999 and 1998 20
Notes to Financial Statements 21
Schedule:
III -Real Estate and Accumulated Depreciation
as of December 31, 2000 and Notes thereto 26
All other schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of
RANCON INCOME FUND I:
We have audited the accompanying balance sheets of RANCON INCOME FUND I, A
CALIFORNIA LIMITED PARTNERSHIP, as of December 31, 2000 and 1999, and the
related statements of operations, partners' equity and cash flows for each of
the three years in the period ended December 31, 2000. These financial
statements and the schedule referred to below are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of RANCON INCOME FUND I as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2000 in conformity
with accounting principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index to
financial statements and schedule is presented for purposes of complying with
the Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
San Francisco, California
February 8, 2001
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RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Balance Sheets
December 31, 2000 and 1999
(in thousands, except units outstanding)
2000 1999
------- -------
Assets
Rental property, net of accumulated depreciation of
$1,998 and $1,805 at December 31, 2000 and 1999,
respectively $ 4,164 $ 4,220
Cash and cash equivalents 931 1,208
Deferred costs, net of accumulated amortization of
$54 and $40 at December 31, 2000 and 1999, respectively 36 45
Prepaid expenses and other assets 18 15
------- -------
Total assets $ 5,149 $ 5,488
======= =======
Liabilities and Partners' Equity
Liabilities:
Accounts payable and accrued expenses $ 40 $ 48
Security deposits 63 60
------- -------
Total liabilities 103 108
------- -------
Partners' Equity:
General Partner (191) (193)
Limited Partners, 13,833 and 14,555 limited partnership
units outstanding at December 31, 2000 and 1999, respectively 5,237 5,573
------- -------
Total partners' equity 5,046 5,380
------- -------
Total liabilities and partners' equity $ 5,149 $ 5,488
======= =======
The accompanying notes are an integral part of these financial statements.
17
18
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Operations
For the years ended December 31, 2000, 1999 and 1998
(in thousands, except per unit and unit amounts)
2000 1999 1998
------- ------- -------
Revenue:
Rental income $ 859 $ 868 $ 1,022
Gain on sale of real estate -- 254 --
Interest and other income 46 40 30
------- ------- -------
Total revenue 905 1,162 1,052
------- ------- -------
Expenses:
Operating 330 345 429
Depreciation and amortization 207 194 175
Provision for impairment of investments
in real estate -- -- 451
General and administrative 195 232 276
------- ------- -------
Total expenses 732 771 1,331
------- ------- -------
Net income (loss) $ 173 $ 391 $ (279)
======= ======= =======
Net income (loss) per limited partnership unit $ 11.94 $ 26.59 $(18.96)
======= ======= =======
Distributions per limited partnership unit:
From net income $ 11.94 $ 26.59 $ --
Representing return of capital 8.39 35.31 3.80
------- ------- -------
Total distributions per limited partnership unit $ 20.33 $ 61.90 $ 3.80
======= ======= =======
Weighted average number of limited partnership
units outstanding during each period used to
compute net income (loss) and distributions
per limited partnership unit 14,316 14,555 14,555
======= ======= =======
The accompanying notes are an integral part of these financial statements.
18
19
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Partners' Equity
For the years ended December 31, 2000, 1999 and 1998
(in thousands)
General Limited
Partner Partners Total
-------- -------- --------
Balance at December 31, 1997 $ (180) $ 6,418 $ 6,238
Distributions -- (55) (55)
Net loss (3) (276) (279)
------- ------- -------
Balance at December 31, 1998 (183) 6,087 5,904
Distributions (14) (901) (915)
Net income 4 387 391
------- ------- -------
Balance at December 31, 1999 (193) 5,573 5,380
Retirement of limited partnership units -- (216) (216)
Distributions -- (291) (291)
Net income 2 171 173
------- ------- -------
Balance at December 31, 2000 $ (191) $ 5,237 $ 5,046
======= ======= =======
The accompanying notes are an integral part of these financial statements.
19
20
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Cash Flows
For the years ended December 31, 2000, 1999 and 1998
(in thousands)
2000 1999 1998
-------- -------- --------
Cash flows from operating activities:
Net income (loss) $ 173 $ 391 $ (279)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Net gain on sale of real estate -- (254) --
Depreciation and amortization 207 194 175
Provision for impairment of investments
in real estate -- -- 451
Changes in certain assets and liabilities:
Deferred costs (5) 5 (52)
Prepaid expenses and other assets (3) 95 (29)
Accounts payable and other liabilities (5) -- 23
------- ------- -------
Net cash provided by operating activities 367 431 289
------- ------- -------
Cash flows from investing activities:
Net proceeds from sale of real estate -- 937 --
Additions to real estate (137) (117) (111)
------- ------- -------
Net cash provided by (used for)
investing activities (137) 820 (111)
------- ------- -------
Cash flows from financing activities:
Cash distributions to limited partners (291) (915) (55)
Retirement of limited partnership units (216) -- --
------- ------- -------
Net cash used for financing activities (507) (915) (55)
------- ------- -------
Net increase (decrease) in cash and cash equivalents (277) 336 123
Cash and cash equivalents at beginning of year 1,208 872 749
------- ------- -------
Cash and cash equivalents at end of year $ 931 $ 1,208 $ 872
======= ======= =======
The accompanying notes are an integral part of these financial statements.
20
21
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
December 31, 2000 and 1999
Note 1. ORGANIZATION
Rancon Income Fund I ("the Partnership") was organized in accordance with the
provisions of the California Revised Limited Partnership Act for the purpose of
acquiring, operating and disposing of existing income producing commercial,
industrial and residential real estate properties. The Partnership reached final
funding in April 1989. The Partnership was formed with initial capital
contributions from Rancon Income Partners I, L.P. (the General Partner) and
Daniel Lee Stephenson, the initial limited partner, who indirectly owns and
controls the General Partner. The General Partner and its affiliates are
hereinafter referred to as the Sponsor. At December 31, 2000 and 1999, 13,833
and 14,555 units were issued and outstanding, respectively.
Allocation of the profits and losses from operations are made pursuant to the
terms of the Partnership Agreement. Generally, net income from operations is
allocated to the general partner and limited partners in proportion to the
amounts of cash from operations distributed to the partners for each fiscal
year. In no event shall the General Partner be allocated less than one percent
of such income. If there are no distributions of cash from operations during
such fiscal year, net income shall be allocated 90% to the limited partners and
10% to the general partner. Net losses from operations are allocated 90% to the
limited partners and 10% to the general partner until such time as a partner's
account is reduced to zero. Additional losses will be allocated entirely to
those partners with positive account balances until such balances are reduced to
zero. In no event will the general partner be allocated less than 1% of net
income or net loss for any period. Distributions of cash from operations are
generally allocated as follows: (i) first to the limited partners until they
receive a non-cumulative 6% return per annum on their unreturned capital
contributions and (ii) the remainder, if any in a given year, shall be divided
in the ratio of 90% to the limited partners and 10% to the general partner.
The terms of the Partnership agreement call for the general partner to restore
any deficits that may exist in its capital account after allocation of gains and
losses from the sale of the final property owned by the Partnership, but prior
to any liquidating distributions being made to the partners.
Effective January 1, 1995, Glenborough Corporation ("Glenborough") entered into
an agreement with the Partnership and other related Partnerships (collectively,
the "Rancon Partnerships") to perform or contract on the Partnership's behalf
for financial, accounting, data processing, marketing, legal, investor
relations, asset and development management and consulting services for a period
of ten years or until the liquidation of the Partnership, whichever comes first.
Effective January 1, 1998, the agreement was amended to eliminate Glenborough's
responsibility for providing investor relation services and Preferred
Partnership Services, Inc., a California corporation unaffiliated with the
Partnership, contracted to assume the investor relations services. In October
2000, Glenborough merged into Glenborough Realty Trust Incorporated.
Effective July 1, 1999, the agreement was further amended to: (i) reduce the
asset administration fee to $100,000; (ii) increase the sales fee for improved
properties from 2% to 3%; and (iii) reduce the management fee applicable to
Wakefield Industrial Center from 5% to 3% of the gross rental receipts. The
Partnership will also pay Glenborough: (i) a sales fee of 4% for land; (ii) a
refinancing fee of 1%; and (iii) a management fee of 5% of gross rental receipts
from Bristol Medical Center. As part of this agreement, Glenborough will perform
certain duties for the General Partner of the Rancon Partnerships. RFC agreed to
cooperate with Glenborough should Glenborough attempt to obtain a majority vote
of the limited partners to substitute itself as the Sponsor for the Rancon
Partnerships. Glenborough is not an affiliate of the Partnership or RFC.
21
22
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
December 31, 2000 and 1999
The Partnership's ability to achieve positive cash flow from operations, provide
distributions from operations and continue as a going concern may be impacted by
changes in property values, local and regional economic conditions, or the entry
of other competitors into the market. The accompanying financial statements do
not provide for adjustments with regard to these uncertainties.
Note 2: SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting -- The accompanying financial statements have been prepared
on the accrual basis of accounting in accordance with accounting principles
generally accepted in the United States.
Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported results of operations
during the reporting period. Actual results could differ from those estimates.
New Accounting Pronouncement - Staff Accounting Bulletin (SAB) No. 101, "Revenue
Recognition" was issued in December 1999. SAB 101 provides guidance on applying
accounting principles generally accepted in the United States to revenue
recognition issues in financial statements. The Partnership has adopted SAB 101
as required and believes that SAB 101 did not have a material impact on the
Partnership's consolidated financial position, results of operations and
financial statement presentation.
Rental Property - Rental properties, including the related land, are stated at
cost unless events or circumstances indicate that cost cannot be recovered, in
which case the carrying value is reduced to the estimated fair value. Estimated
fair value: (i) is based upon the Partnership's plans for the continued
operation of each property; and (ii) is computed using estimated sales price, as
determined by prevailing market values for comparable properties and/or the use
of capitalization rates multiplied by annualized rental income based upon the
age, construction and use of the building. The fulfillment of the Partnership's
plans related to each of its properties is dependent upon, among other things,
the presence of economic conditions which will enable the Partnership to
continue to hold and operate the properties prior to their eventual sale. Due to
uncertainties inherent in the valuation process and in the economy, it is
reasonably possible that the actual results of operating and disposing of the
Partnership's properties could be materially different than current
expectations.
Depreciation is provided using the straight-line method over five to forty years
of useful lives of the respective assets.
Cash and Cash Equivalents - The Partnership considers certificates of deposit
and money market funds with original maturities of less than ninety days to be
cash equivalents.
Fair Value of Financial Instruments - Statement of Financial Accounting
Standards No. 107 requires disclosure about fair value for all financial
instruments. Cash and cash equivalents consist of demand deposits, certificates
of deposit and short-term investments with financial institutions. The carrying
amount of cash and cash equivalents approximates fair value.
Deferred Costs - Deferred lease commissions are amortized over the initial fixed
term of the related lease agreement on a straight-line basis.
Rental Income - Rental income is recognized as earned over the life of the
respective leases.
22
23
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
December 31, 2000 and 1999
Net Income (Loss) Per Limited Partnership Unit - Net income (loss) per limited
partnership unit is calculated using the weighted average number of limited
partnership units outstanding during the period and the limited partners'
allocable share of the net income (loss).
Income Taxes - No provision for income taxes is included in the accompanying
financial statements as the Partnership's results of operations are passed
through to the partners for inclusion in their respective income tax returns.
Net income (loss) and partners' equity for financial reporting purposes will
differ from the Partnership income tax return because of different accounting
methods used for certain items, principally depreciation expense and the
provision for impairment of investments in real estate.
Concentration Risk -- Two tenants represented 46 percent, 45 percent and 55
percent of rental income for the three years ended December 31, 2000,
respectively.
Note 3. RENTAL PROPERTY, NET
Rental property as of December 31, 2000 and 1999 is as follows:
2000 1999
---- ----
Land $ 1,928,000 $ 1,928,000
Buildings and improvements 3,566,000 3,562,000
Tenant improvements 668,000 535,000
---------- -----------
6,162,000 6,025,000
Less: accumulated depreciation (1,998,000) (1,805,000)
----------- -----------
Total $ 4,164,000 $ 4,220,000
========== ===========
In 1998, due to high vacancy levels, difficulty in leasing vacant space and
projected cash flows, management determined that the carrying value of two of
the Partnership's rental properties were in excess of their estimated fair
values. As a result, in 1998 the Partnership recorded a provision for impairment
of its investment in Bristol Medical Center in the amount of $451,000.
On May 12, 1999, the Partnership sold Aztec Village Shopping Center ("Aztec"), a
23,879 square foot retail center located in San Diego, California, to an
unaffiliated entity for $1,000,000. The Partnership realized a $254,000 gain on
the sale, which is reflected in the accompanying statement of operations for the
year ended December 31, 1999. The sale generated net proceeds of $937,000.
None of the Partnership's properties are encumbered by debt as of December 31,
2000 and 1999.
23
24
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
December 31, 2000 and 1999
Note 4. LEASES
The Partnership's rental properties are leased under non-cancelable operating
leases that expire on various dates through 2005 and thereafter. Minimum future
rents under non-cancelable operating leases as of December 31, 2000 are as
follows:
2001 $ 856,000
2002 871,000
2003 747,000
2004 389,000
2005 179,000
Thereafter 1,013,000
-----------
Total $ 4,055,000
==========
Note 5. TAXABLE INCOME
The Partnership's tax returns, the qualification of the Partnership as a
partnership for federal income tax purposes, and the amount of income or loss
are subject to examination by federal and state taxing authorities. If such
examinations result in changes to the Partnership's taxable income or loss, the
tax liability of the partners could change accordingly.
The following is a reconciliation of the net income for financial reporting
purposes to the estimated taxable income, for the years ended December 31, 2000,
1999 and 1998, determined in accordance with accounting practices used in
preparation of federal income tax returns (in thousands).
2000 1999 1998
---- ---- ----
Net income (loss) per financial statements $ 173 $ 391 $ (279)
Provision for impairment of investments in
real estate -- -- 451
Financial reporting depreciation in excess
of tax depreciation 50 18 (29)
Loss on property sales in excess of
financial reporting -- (2,263) --
Operating revenues and expenses reported in a
different period for tax than for financial
reporting, net 16 (29) 21
------- ------- -------
Estimated net income (loss) for federal
income tax purposes $ 239 $(1,883) $ 164
======= ======= =======
24
25
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
December 31, 2000 and 1999
The following is a reconciliation as of December 31, 2000 and 1999 of partners'
equity for financial reporting purposes to estimated partners' equity for
federal income tax purposes (in thousands).
2000 1999
---- ----
Partners' equity per financial statements $5,046 $5,380
Cumulative provision for impairment of
investments in real estate 2,096 2,096
Financial reporting depreciation in excess
of tax reporting depreciation 351 301
Operating revenues and expenses recognized in a
different period for financial reporting than for
tax reporting, net 72 56
------ ------
Estimated partners' equity for federal
income tax purposes $7,565 $7,833
====== ======
Note 6. COMMITMENTS AND CONTINGENCIES
Environmental Matters - The Partnership follows a policy of monitoring its
properties for the presence of hazardous or toxic substances. The Partnership is
not aware of any environmental liability with respect to the properties that
would have a material adverse effect on the Partnership's business, assets or
results of operations. There can be no assurance that such a material
environmental liability does not exist. The existence of any such material
environmental liability could have an adverse effect on the Partnership's
results of operations and cash flow.
General Uninsured Losses - The Partnership carries comprehensive liability,
fire, flood, extended coverage and rental loss insurance with policy
specifications, limits and deductibles customarily carried for similar
properties. There are, however, certain types of extraordinary losses, which may
be either uninsurable, or not economically insurable. Further, certain of the
properties are located in areas that are subject to earthquake activity. Should
a property sustain damage as a result of an earthquake, the Partnership may
incur losses due to insurance deductibles, co-payments on insured losses or
uninsured losses. Should an uninsured loss occur, the Partnership could lose its
investment in, and anticipated profits and cash flows from, a property.
Other Matters - The Partnership is contingently liable for a subordinated real
estate commission payable to the General Partner in the amount of $30,000 at
December 31, 2000 for the May 1999 sale of Aztec Village. Per the Partnership
Agreement, upon the sale of a Partnership property, the General Partner shall be
entitled to a subordinated real estate commission, provided that, in no event
shall the subordinated real estate commission payable to the General Partner
exceed 3% of the gross sales price of the property which is sold. The
subordinated real estate commission is payable only after the limited partners
have received distributions equal to their original invested capital plus a
cumulative non-compounded return of 6% per annum on their adjusted invested
capital. Since the circumstances under which this commission would be payable
are limited, the liability has not been recognized in the accompanying financial
statements; however, the amount will be recorded if and when it becomes payable.
25
26
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2000
(In Thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- ------------------------------------------------------------------------------------------------------------------------------
Cost Capitalized
Initial Cost to Subsequent to Gross Amount Carried
Partnership Acquisition at December 31, 2000
-------------------- ---------------------- -------------------------
Buildings Building
and Carrying and (1)
Description Encumbrances Land Improvements Improvements Cost Land Improvements Total
- ----------- ------------ ---- ------------ ------------ ---- ---- ------------ -----
Rental Properties:
Wakefield Facility $ -- $ 666 $ 1,118 $ 133 $ -- $ 666 $ 1,251 $ 1,917
Less: Provisions for impairment
in real estate -- -- -- (175) -- (61) (114) (175)
Bristol Medical Center -- 1,937 3,327 1,077 -- 1,937 4,404 6,341
Less: Provision for impairment
in real estate -- -- -- (1,921) -- (614) (1,307) (1,921)
---------- ------ ------- --------- ------- ------- -------- -------
Total $ -- $2,603 $ 4,445 $ (886) $ -- $1,928 $ 4,234 $ 6,162
========== ====== ======= ========= ======= ====== ======= =======
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
- --------------------------------------------------------------------------------------
Date Life
Accumulated Construction Date Depreciated
Description Depreciation Began Acquired Over
- ----------- ------------ ----- -------- ----
Rental Properties:
Wakefield Facility $ 416 N/A 4/20/87 5 - 40 years
Less: Provisions for impairment
in real estate --
Bristol Medical Center 1,582 N/A 5/04/88 5 - 40 years
Less: Provision for impairment
in real estate --
-----------
Total $ 1,998
===========
(1) The aggregate cost of land and buildings for Federal income tax purposes
is $8,283
26
27
NOTE TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
Reconciliation of the gross amount at which real estate was carried for the
years ended December 31, 2000, 1999 and 1998 (in thousands):
2000 1999 1998
------- ------- -------
INVESTMENT IN REAL ESTATE
Balance at beginning of year $ 6,025 $ 6,940 $ 7,280
Additions during year:
Improvements, etc 137 109 111
Deletions during year:
Disposals -- (1,024) --
Provision for impairment of
investments in real estate -- -- (451)
------- ------- -------
Balance at end of year $ 6,162 $ 6,025 $ 6,940
======= ======= =======
ACCUMULATED DEPRECIATION
Balance at beginning of year $ 1,805 $ 1,965 $ 1,802
Additions charged to expenses 193 179 163
Disposals -- (339) --
------- ------- -------
Balance at end of year $ 1,998 $ 1,805 $ 1,965
======= ======= =======
27