UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-16645
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
California | 33-0157561 | |||
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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400 South El Camino Real, Suite 1100 San Mateo, California |
94402-1708 | |||
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(Address of principal executive offices) | (Zip Code) |
(650) 343-9300
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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
Total number of units outstanding as of May 14, 2003: 13,252
1
INDEX
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Page No. | |||||
PART I | FINANCIAL INFORMATION | ||||
Item 1. | Financial Statements of Rancon Income Fund I (Unaudited): | ||||
Balance Sheets at March 31, 2003 and December 31, 2002 | 3 | ||||
Statements of Income for the three months ended March 31, 2003 and 2002 | 4 | ||||
Statement of Partners Equity for the three months ended March 31, 2003 | 5 | ||||
Statements of Cash Flows for the three months ended March 31, 2003 and 2002 | 6 | ||||
Notes to Financial Statements | 7-11 | ||||
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 12-13 | |||
Item 3. | Qualitative and Quantitative Information About Market Risk | 13 | |||
Item 4. | Controls and Procedures | 14 | |||
PART II | OTHER INFORMATION | ||||
Item 1. | Legal Proceedings | 15 | |||
Item 4. | Submission of Matters to a Vote of Security Holders | 15 | |||
Item 6. | Exhibits and Reports on Form 8-K | 15 | |||
SIGNATURES | 16 |
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Balance Sheets
(in thousands, except units outstanding)
(Unaudited)
March 31, | December 31, | |||||||||||
2003 | 2002 | |||||||||||
ASSETS |
||||||||||||
Investments in real estate: |
||||||||||||
Rental properties, gross |
$ | 6,702 | $ | 6,522 | ||||||||
Accumulated depreciation |
(2,514 | ) | (2,450 | ) | ||||||||
Rental properties, net |
4,188 | 4,072 | ||||||||||
Cash and cash equivalents |
566 | 712 | ||||||||||
Deferred costs, net of accumulated amortization of $109 and $99
at March 31, 2003 and
December 31, 2002, respectively |
59 | 54 | ||||||||||
Prepaid expenses and other assets |
19 | 33 | ||||||||||
Total assets |
$ | 4,832 | $ | 4,871 | ||||||||
LIABILITIES AND PARTNERS EQUITY |
||||||||||||
Liabilities: |
||||||||||||
Accounts payable and accrued expenses |
$ | 100 | $ | 48 | ||||||||
Security deposits |
85 | 83 | ||||||||||
Total liabilities |
185 | 131 | ||||||||||
Commitments and contingent liabilities (Note 4)
|
||||||||||||
Partners Equity: |
||||||||||||
General Partner |
(187 | ) | (187 | ) | ||||||||
Limited Partners, 13,256 and 13,279 limited partnership
units outstanding at March 31, 2003 and
December 31, 2002 |
4,834 | 4,927 | ||||||||||
Total partners equity |
4,647 | 4,740 | ||||||||||
Total liabilities and partners equity |
$ | 4,832 | $ | 4,871 | ||||||||
The accompanying notes are an integral part of these financial statements.
3
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Income
(in thousands, except per unit amounts and units outstanding)
(Unaudited)
Three months ended | ||||||||||
March 31, | ||||||||||
2003 | 2002 | |||||||||
REVENUE |
||||||||||
Rental income |
$ | 287 | $ | 278 | ||||||
Interest and other income |
3 | 3 | ||||||||
Total revenue |
290 | 281 | ||||||||
EXPENSES |
||||||||||
Operating |
119 | 110 | ||||||||
Depreciation and amortization |
74 | 63 | ||||||||
General and administrative |
48 | 47 | ||||||||
Total expenses |
241 | 220 | ||||||||
Net income |
$ | 49 | $ | 61 | ||||||
Basic and diluted net income per limited partnership unit |
$ | 3.69 | $ | 4.43 | ||||||
Distributions per limited partnership unit: |
||||||||||
From net income |
$ | 3.69 | $ | 4.43 | ||||||
Representing return of capital |
6.53 | 5.57 | ||||||||
Total distributions per limited partnership unit |
$ | 10.22 | $ | 10.00 | ||||||
Weighted average number of limited partnership units
outstanding during each period |
13,267 | 13,546 | ||||||||
The accompanying notes are an integral part of these financial statements.
4
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Statement of Partners Equity
For the three months ended March 31, 2003
(in thousands)
(Unaudited)
General | Limited | |||||||||||
Partner | Partners | Total | ||||||||||
Balance at December 31, 2002 |
$ | (187 | ) | $ | 4,927 | $ | 4,740 | |||||
Redemption of limited partnership units |
| (7 | ) | (7 | ) | |||||||
Distributions |
| (135 | ) | (135 | ) | |||||||
Net income |
| 49 | 49 | |||||||||
Balance at March 31, 2003 |
$ | (187 | ) | $ | 4,834 | $ | 4,647 | |||||
The accompanying notes are an integral part of these financial statements.
5
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Cash Flows
(in thousands)
(Unaudited)
Three months ended | |||||||||||
March 31, | |||||||||||
2003 | 2002 | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
$ | 49 | $ | 61 | |||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
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Depreciation and amortization |
74 | 63 | |||||||||
Changes in certain assets and liabilities: |
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Deferred costs and other fees |
(15 | ) | (2 | ) | |||||||
Prepaid expenses and other assets |
14 | (9 | ) | ||||||||
Accounts payable and other liabilities |
54 | 18 | |||||||||
Net cash provided by operating activities |
176 | 131 | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
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Additions to real estate |
(180 | ) | (75 | ) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|||||||||||
Distributions to limited partners |
(135 | ) | (135 | ) | |||||||
Redemption of limited partnership units |
(7 | ) | (3 | ) | |||||||
Net cash used for financing activities |
(142 | ) | (138 | ) | |||||||
Net decrease in cash and cash equivalents |
(146 | ) | (82 | ) | |||||||
Cash and cash equivalents at beginning of period |
712 | 748 | |||||||||
Cash and cash equivalents at end of period |
$ | 566 | $ | 666 | |||||||
The accompanying notes are an integral part of these financial statements.
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RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
March 31, 2003
(Unaudited)
Note 1. ORGANIZATION
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 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 March 31, 2003, 13,256 units were issued and outstanding. The Partnership has no employees.
In the opinion of Rancon Financial Corporation (RFC), the Sponsor and Glenborough Realty Trust Incorporated (Glenborough), the Partnerships asset and property manager, the accompanying unaudited financial statements contain all adjustments (consisting of only normal accruals) necessary to present fairly the financial position of the Partnership as of March 31, 2003, and the related statements of income, changes in partners equity, and cash flows for the three months ended March 31, 2003 and 2002.
Allocation of Net Income and Net Loss
Allocations 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 the 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 1% of the net income from any period. 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 partners 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 loss for any period.
Net income other than net income from operations shall be allocated as follows: (i) first, 1% to the General Partner; (ii) second, to the partners who have a deficit balance in their capital account in proportion to and to the extent of such deficit balances, provided, that in no event shall the General Partner be allocated more than 10% of the net income other than net income from operations until the earlier of sale or disposition of substantially all of the assets or the distribution of cash (other than cash from operations) equal to the original invested capital of the General Partner and the limited partner; (iii) the balance, if any, shall be allocated (a) first, to the General Partner in an amount equal to the lesser of (1) the amount of cash from sale or financing anticipated to be distributed to the General Partner or (2) an amount sufficient to increase the General Partners account balance to an amount equal to such distribution from sale or financing; (b) the balance, to the limited partners. In no event shall the General Partner be allocated less than 1% of the net income other than net income from operations for any period.
Distributions
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.
Distributions of cash from sales or financing are generally allocated 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 cumulative non-compounded return of 6% per annum on their unreturned capital contributions (less prior distributions of cash from operations); (iii) third, to the General Partner for 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 partnership units (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), reduced by the aggregate of all prior distributions to the
7
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
March 31, 2003
(Unaudited)
General Partner under subparagraph (iv) and (v); and (vii) seventh, the balance, 85% to the limited partners and 15% 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.
Management Agreement
Effective January 1, 1995, Glenborough Corporation (GC) entered into an agreement with the Partnership and other related Partnerships (collectively, the Rancon Partnerships) to perform or contract on the Partnerships 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 GCs 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, GC merged into Glenborough.
Effective July 1, 1999, the agreement was further amended to: (i) reduce the asset administration fee to $100,000 plus CPI annually ($26,200 and $25,600 as of March 31, 2003 and 2002, respectively); (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 fees 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.
Risks and Uncertainties
The Partnerships 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 Pronouncements
In June 2001, the FASB approved for issuance SFAS 143, Accounting for Asset Retirement Obligations. SFAS 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred and that the associated asset retirement costs be capitalized as part of the carrying value of the related long-lived asset. SFAS 143 was adopted by the Partnership on January 1, 2003. This standard did not have a material impact on the Partnerships consolidated financial position or results of operations.
8
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
March 31, 2003
(Unaudited)
In May 2002, the FASB approved for issuance SFAS 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS 145 requires gains and losses from extinguishment of debt to be classified as an extraordinary item only if the criteria in APB No. 30 has been met. Further, lease modifications with economic effects similar to sale-leaseback transactions must be accounted for in the same manner as sale-leaseback transactions. While the technical corrections to existing pronouncements are not substantive in nature, in some instances they may change accounting practice. SFAS 145 was adopted by the Partnership on January 1, 2003 for the Partnership. This standard did not have a material impact on the Partnerships consolidated financial position and results of operations.
In June 2002, the FASB approved for issuance SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS 146 addresses accounting and reporting for costs associated with exit and disposal activities and supercedes Emerging Issues Task Force Issue No. 94-3 (EITF 94-3), Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, as defined by the Statement. Under EITF 94-3, an exit cost was recognized at the date an entity committed to an exit plan. Additionally, SFAS 146 provides that exit and disposal costs should be measured at fair value and that the associated liability will be adjusted for changes in estimated cash flows. The provisions of SFAS 146 are effective for exit and disposal activities that are initiated after December 31, 2002. This standard did not have a material impact on the Partnerships consolidated financial position and results of operations since there have been no exit or disposal activities since January 1, 2003.
In November 2002, the FASB approved for issuance FASB Interpretation 45 (FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for financial statements of interim and annual periods ending after December 15, 2002. The Partnership does not provide for any guarantees, therefore, the pronouncement did not have any impact on the Partnerships financial position or results of operations.
Rental Properties
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 Partnerships 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 Partnerships 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 Partnerships properties could be materially different than current expectations.
Depreciation is provided using the straight-line method over useful lives ranging from five to forty years for 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 when purchased to be cash equivalents.
Deferred Costs
Deferred lease commissions are amortized over the initial fixed term of the related lease agreement on a straight-line basis.
9
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
March 31, 2003
(Unaudited)
Revenue
The Partnership recognizes rental revenue on a straight-line basis at amounts that it believes it will collect on a tenant by tenant basis. The estimation process may result in higher or lower levels from period to period as the Partnerships collection experience and the credit quality of the Partnerships tenants changes. Actual amounts collected could be lower or higher than the amounts recognized on a straight-line basis if specific tenants are unable to pay rent that the Partnership has previously recognized as revenue, or if other tenants pay rent whom the Partnership previously estimated would not.
The Partnerships portfolio of leases turns over continuously, with the number and value of expiring leases varying from year to year. The Partnerships ability to re-lease the space to existing or new tenants at rates equal to or greater than those realized historically is impacted by, among other things, the economic conditions of the market in which a property is located, the availability of competing space, and the level of improvements which may be required at the property. No assurance can be given that the rental rates that the Partnership will obtain in the future will be equal to or greater than those obtained under existing contractual commitments.
Reimbursements from tenants for real estate taxes and other recoverable operating expenses are recognized as revenue in the period the applicable expenses are incurred. Differences between estimated and actual amounts are recognized in the subsequent year.
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 Partnerships 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
Three tenants represented 60% and 59% of rental income for the three months ended March 31, 2003 and 2002, respectively.
Reference to 2002 audited financial statements
These unaudited financial statements should be read in conjunction with the Notes to Financial Statements included in the December 31, 2002 audited financial statements on Form 10-K.
Note 3. INVESTMENTS IN REAL ESTATE
Rental properties consisted of the following at March 31, 2003 and December 31, 2002:
2003 | 2002 | ||||||||
Land |
$ | 1,928,000 | $ | 1,928,000 | |||||
Buildings and improvements |
3,842,000 | 3,662,000 | |||||||
Tenant improvements |
932,000 | 932,000 | |||||||
6,702,000 | 6,522,000 | ||||||||
Less: accumulated depreciation |
(2,514,000 | ) | (2,450,000 | ) | |||||
Total |
$ | 4,188,000 | $ | 4,072,000 | |||||
None of the Partnerships properties are encumbered by debt as of March 31, 2003 and December 31, 2002.
10
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
March 31, 2003
(Unaudited)
Note 4. COMMITMENTS AND CONTINGENT LIABILITIES
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 March 31, 2003 for the May 1999 sale of Aztec Village. Upon the sale of a Partnership property, the Partnership Agreement entitles the General Partner 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.
11
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
Results of Operations
Comparison of the three months ended March 31, 2003 to the three months ended March 31, 2002.
Rental income increased $9,000, or 3%, for the three months ended March 31, 2003, compared to the three months ended March 31, 2002, primarily due to an increase in occupancy at Bristol Medical Center.
Occupancy rates at the Partnerships rental properties were as follows:
March 31, | ||||||||
2003 | 2002 | |||||||
Bristol Medical Center |
92 | % | 87 | % | ||||
Wakefield Building |
100 | % | 100 | % | ||||
Weighted average occupancy |
96 | % | 93 | % | ||||
Operating expenses increased $9,000, or 8%, for the three months ended March 31, 2003, compared to the three months ended March 31, 2002, primarily due to the increase in occupancy at Bristol and an increase in utility and janitorial costs.
Depreciation and amortization expense increased $11,000, or 17%, for the three months ended March 31, 2003, compared to the three months ended March 31, 2002, primarily due to additions to investments in real estate.
Liquidity and Capital Resources
The following discussion should be read in conjunction with the Partnerships December 31, 2002 audited financial statements and the notes thereto.
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 2002, 2001 and 2000, a total of 281, 273 and 722 Units were redeemed. During the three months ended March 31, 2003, a total of 23 Units were redeemed at an average price of $300. As of March 31, 2003, there were 13,256 Units outstanding.
As of March 31, 2003, the Partnership had cash of $566,000. The remainder of the Partnerships assets consists primarily of its real estate investments, which totaled approximately $4,188,000 at March 31, 2003.
The Partnership is contingently liable for a subordinated real estate commission payable to the General Partner in the amount of $30,000 at March 31, 2003 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 Partnerships financial statements; however, the amount will be recorded if and when it becomes payable.
Operationally, the Partnerships primary source of funds consists of cash generated from operating its 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 Partnerships cash balance at March 31, 2003, together with the cash from operations and sales, will be sufficient to finance the Partnerships and the properties continued operations on both a short-term and long-term basis. There can be no assurance that the Partnerships results of operations will not fluctuate in the future and at times affect its ability to meet its operating requirements.
Operating Activities
During the three months ended March 31, 2003, the Partnerships cash provided by operating activities totaled $176,000.
The $5,000 increase in deferred costs at March 31, 2003, compared to December 31, 2002, was due to $15,000 of lease commissions paid for new and renewal leases, offset by $10,000 of amortization expense.
The $14,000 decrease in prepaid expenses and other assets at March 31, 2003, compared to December 31, 2002, was primarily due to collection of tenant rents receivable.
12
The $54,000 increase in accounts payable and other liabilities at March 31, 2003, compared to December 31, 2002, was primarily due to accruals for property taxes.
Investing Activities
During the three months ended March 31, 2003, the Partnerships cash used for investing activities totaled $180,000 for improvement of the rental properties.
Financing Activities
During the three months ended March 31, 2003, the Partnerships cash used for financing activities totaled $142,000 which consisted of $135,000 of distributions to the Limited Partners, and $7,000 paid to redeem 23 limited partnership Units.
Critical Accounting Policies
Revenue recognized on a straight-line basis
The Partnership recognizes rental revenue on a straight-line basis at amounts that it believes it will collect on a tenant by tenant basis. The estimation process may result in higher or lower levels from period to period as the Partnerships collection experience and the credit quality of the Partnerships tenants changes. Actual amounts collected could be lower than the amounts recognized on a straight-line basis if specific tenants are unable to pay rent that the Partnership has previously recognized as revenue.
Carrying value of rental properties
The Partnerships 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 of the property is reduced to its estimated fair value. Estimated fair value is based upon (i) the Partnerships plans for the continued operations 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 Partnerships 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 Partnerships properties could be materially different than current expectations.
New Accounting Pronouncements
The Financial Accounting Standards Board (FASB) has approved for issuance a number of new accounting standards. Management does not expect these new accounting standards to have a material impact on the Partnerships financial position or results of operations, although they may in future periods. These new accounting standards are as follows:
In January 2003, the FASB approved for issuance FASB Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities. FIN 46 clarifies the application of Accounting Research Bulletin No. 51, Consolidated Financial Statements to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. FIN 46 may be applied prospectively with a cumulative-effect adjustment as of the date on which it is first applied or by restating previously issued financial statements for one or more years with a cumulative-effect adjustment as of the beginning of the first year restated. The disclosure requirements of FIN 46 are effective for all financial statements initially issued after January 31, 2003. The disclosures provided reflect managements understanding and analysis of FIN 46 based upon information currently available. The evaluation of the Partnerships various arrangements is ongoing and is subject to change in the event additional interpretive guidance is provided by the Financial Accounting Standards Board or others.
Item 3. Qualitative and Quantitative Information About Market Risk
As of March 31, 2003, the Partnership had cash equivalents of $500,000 invested in interest-bearing certificates of deposit. These investments are subject to interest rate risk due to changes in interest rates upon maturity. The Partnership does not own any derivative instruments. Declines in interest rates over time would reduce Partnership interest income.
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Item 4. Controls and procedures
(a) Evaluation of disclosure controls and procedures. The General Partners chief executive officer and chief financial officer, after evaluating the effectiveness of the Partnerships disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15-d-14(c)) as of a date (the Evaluation Date) within 90 days before the filing date of this quarterly report, has concluded that as of the Evaluation Date, the Partnerships disclosure controls and procedures were effective and designed to ensure that material information relating to the Partnership would be made known to him by others within the Partnership.
(b) Changes in internal controls. There were no significant changes in the Partnerships internal controls or in other factors that could significantly affect those controls subsequent to the Evaluation Date.
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PART II. OTHER INFORMATION
Item 1. | Legal Proceedings | |
Certain claims and lawsuits have arisen against the Partnership in its normal course of business. The Partnership believes that such claims and lawsuits will not have a material adverse effect on the Partnerships financial position, cash flow or results of operations. |
Item 4. | Submission of Matters to a Vote of Security Holders | |
None. |
Item 6. | Exhibits and Reports on Form 8-K | |
(a) Exhibits: | ||
99 Section 906 Certification of Daniel L. Stephenson, Chief Executive Officer
and Chief Financial Officer of General Partnership. |
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(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 Registrant 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 |
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By: | RANCON INCOME PARTNERS I, L.P. General Partner |
Date: May 14, 2003 | 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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I, DANIEL L. STEPHENSON, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of RANCON INCOME FUND I; | |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; | |
4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have: |
a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared; | ||
b) | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and | ||
c) | presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; |
5. | I have disclosed, based on my most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function): |
a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and | ||
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and |
6. | I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses |
Date: May 14, 2003
/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. |
EXHIBIT INDEX
Exhibit | ||
Number | Description | |
99 | Section 906 Certification of Daniel L. Stephenson, Chief Executive Officer and Chief Financial Officer of General Partnership. |