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: 0-14207
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
California | 33-0016355 | |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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: 71,131
1
INDEX
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
Page No. | ||||
PART I | FINANCIAL INFORMATION | |||
Item 1. | Consolidated Financial Statements of Rancon Realty Fund IV (Unaudited): | |||
Consolidated Balance Sheets at March 31, 2003 and December 31, 2002 | 3 | |||
Consolidated Statements of Income for the three months ended March 31, 2003 and 2002 | 4 | |||
Consolidated Statement of Partners Equity for the three months ended March 31, 2003 | 5 | |||
Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002 | 6 | |||
Notes to Consolidated Financial Statements | 7-13 | |||
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 14-16 | ||
Item 3. | Qualitative and Quantitative Information About Market Risk | 16-17 | ||
Item 4. | Controls and Procedures | 17 | ||
PART II | OTHER INFORMATION | |||
Item 1. | Legal Proceedings | 18 | ||
Item 4. | Submission of Matters to a Vote of Security Holders | 18 | ||
Item 6. | Exhibits and Reports on Form 8-K | 18 | ||
SIGNATURES | 19 |
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Balance Sheets
(in thousands, except units outstanding)
(Unaudited)
March 31, | December 31, | |||||||||
2003 | 2002 | |||||||||
ASSETS |
||||||||||
Investments in real estate: |
||||||||||
Rental properties, gross |
$ | 42,638 | $ | 42,330 | ||||||
Accumulated depreciation |
(14,318 | ) | (14,024 | ) | ||||||
Rental properties, net |
28,320 | 28,306 | ||||||||
Land held for development |
1,214 | 1,214 | ||||||||
Total investments in real estate |
29,534 | 29,520 | ||||||||
Cash and cash equivalents |
4,295 | 3,764 | ||||||||
Accounts receivable |
28 | 246 | ||||||||
Deferred costs and other fees, net of
accumulated amortization of $2,112 and $2,045
at March 31, 2003 and December 31, 2002, respectively |
949 | 977 | ||||||||
Prepaid expenses and other assets |
995 | 991 | ||||||||
Total assets |
$ | 35,801 | $ | 35,498 | ||||||
LIABILITIES AND PARTNERS EQUITY |
||||||||||
Liabilities: |
||||||||||
Notes payable |
$ | 7,925 | $ | 7,970 | ||||||
Accounts payable and other liabilities |
474 | 460 | ||||||||
Prepaid rents |
272 | | ||||||||
Total liabilities |
8,671 | 8,430 | ||||||||
Commitments
and contingent liabilities (Note 5) |
||||||||||
Partners Equity: |
||||||||||
General partners |
(538 | ) | (552 | ) | ||||||
Limited partners, 71,341 and 71,546 limited partnership
units outstanding at March 31, 2003 and December 31,
2002, respectively |
27,668 | 27,620 | ||||||||
Total partners equity |
27,130 | 27,068 | ||||||||
Total liabilities and partners equity |
$ | 35,801 | $ | 35,498 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Income
(in thousands, except per unit amounts and units outstanding)
(Unaudited)
Three months ended | ||||||||||
March 31, | ||||||||||
2003 | 2002 | |||||||||
REVENUE |
||||||||||
Rental income |
$ | 1,639 | $ | 1,472 | ||||||
Interest and other income |
12 | 4 | ||||||||
Total revenue |
1,651 | 1,476 | ||||||||
EXPENSES |
||||||||||
Operating |
632 | 577 | ||||||||
Interest expense |
201 | 248 | ||||||||
Depreciation and amortization |
335 | 348 | ||||||||
Expenses associated with undeveloped land |
77 | 109 | ||||||||
General and administrative |
267 | 234 | ||||||||
Total expenses |
1,512 | 1,516 | ||||||||
Income (loss) from operations |
139 | (40 | ) | |||||||
Income from discontinued operations
(including gain on sale of $5,120 in 2002) |
| 5,192 | ||||||||
Net income |
$ | 139 | $ | 5,152 | ||||||
Basic and diluted net income per limited partnership unit |
$ | 1.75 | $ | 66.13 | ||||||
Distributions per limited partnership unit: |
||||||||||
From net income |
$ | | $ | | ||||||
Representing return of capital |
| | ||||||||
Total distributions per limited partnership unit |
$ | | $ | | ||||||
Weighted average number of limited partnership units
outstanding during each period |
71,402 | 73,991 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statement of Partners Equity
For the three months ended March 31, 2003
(in thousands)
(Unaudited)
General | Limited | |||||||||||
Partners | Partners | Total | ||||||||||
Balance at December 31, 2002 |
$ | (552 | ) | $ | 27,620 | $ | 27,068 | |||||
Redemption of limited partnership units |
| (77 | ) | (77 | ) | |||||||
Net income |
14 | 125 | 139 | |||||||||
Balance at March 31, 2003 |
$ | (538 | ) | $ | 27,668 | $ | 27,130 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
5
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
Three months ended | ||||||||||||
March 31, | ||||||||||||
2003 | 2002 | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||||
Net income |
$ | 139 | $ | 5,152 | ||||||||
Adjustments to reconcile net income
to net cash provided by operating activities: |
||||||||||||
Gain on sale of real estate |
| (5,120 | ) | |||||||||
Depreciation and amortization |
335 | 424 | ||||||||||
Amortization of loan fees, included in
interest expense |
26 | 26 | ||||||||||
Changes in certain assets and liabilities: |
||||||||||||
Accounts receivable |
218 | (5 | ) | |||||||||
Deferred financing costs and other fees |
(39 | ) | (6 | ) | ||||||||
Prepaid expenses and other assets |
(4 | ) | (56 | ) | ||||||||
Accounts payable and other liabilities |
14 | (231 | ) | |||||||||
Prepaid rents |
272 | | ||||||||||
Net cash provided by operating activities |
961 | 184 | ||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||||||
Net proceeds from sales of real estate |
| 8,382 | ||||||||||
Net additions to real estate investments |
(308 | ) | (219 | ) | ||||||||
Net cash (used for) provided by investing activities |
(308 | ) | 8,163 | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||||||
Notes payable principal payments |
(45 | ) | (4,241 | ) | ||||||||
Redemption of limited partnership units |
(77 | ) | (17 | ) | ||||||||
Net cash used for financing activities |
(122 | ) | (4,258 | ) | ||||||||
Net increase in cash and cash equivalents |
531 | 4,089 | ||||||||||
Cash and cash equivalents at beginning of period |
3,764 | 1,462 | ||||||||||
Cash and cash equivalents at end of period |
$ | 4,295 | $ | 5,551 | ||||||||
Supplemental disclosure of cash flow information: |
||||||||||||
Cash paid for interest |
$ | 191 | $ | 241 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
RANCON REALTY FUND IV
A California Limited Partnership
Notes to Consolidated Financial Statements
March 31, 2003
(Unaudited)
Note 1. ORGANIZATION
Rancon Realty Fund IV, a California Limited Partnership, (the Partnership), was organized in accordance with the provisions of the California Uniform Limited Partnership Act for the purpose of acquiring, developing, operating and disposing of real property. The general partners of the Partnership are Daniel L. Stephenson and Rancon Financial Corporation (RFC), hereinafter referred to as the Sponsor or the General Partner. RFC is wholly-owned by Daniel L. Stephenson. The Partnership reached final funding in July 1987.
During the three months ended March 31, 2003, a total of 205 units of limited partnership interest (Units) were redeemed at an average price of $375. As of March 31, 2003, there were 71,341 Units outstanding.
In the opinion of RFC, the General Partner and Glenborough Realty Trust Incorporated (Glenborough), the Partnerships asset and property manager, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal accruals) necessary to present fairly the consolidated financial position of the Partnership as of March 31, 2003 and December 31, 2002, and the related consolidated statements of operations and cash flows for the three months ended March 31, 2003 and 2002.
Allocation of Net Income and Net Loss
Allocation of net income and net losses are made pursuant to the terms of the Partnership Agreement. Generally, net income from operations is allocated 90% to the limited partners and 10% to the General Partner. Net losses from operations are allocated 99% to the limited partners and 1% to the General Partner until such time as a partners capital account is reduced to zero. Additional losses will be allocated entirely to those partners with positive capital account balances until such balances are reduced to zero.
Net income other than net income from operations shall be allocated as follows: (i) first, to the partners who have a deficit balance in their capital account, provided that, in no event, shall the General Partner be allocated more than 5% 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 Unitholders original invested capital; (ii) second, to the limited partners in proportion to and to the extent of the amounts to increase their capital accounts to an amount equal to the sum of the adjusted invested capital of their units plus an additional cumulative non-compounded 6% return per annum (plus additional amounts depending on the date Units were purchased); (iii) third, to the partners in the minimum amount required to first equalize their capital account in proportion to the number of units owned, and then, to bring the sum of the balances of the capital accounts of the limited partners and the General Partner into the ratio of 4 to 1; and (iv) the balance, if any, 80% to the limited partners and 20% to the General Partner. 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. Net loss other than net loss from operations shall be allocated 99% to the limited partners and 1% to the General Partner.
Distribution of Cash
The Partnership shall make annual or more frequent distributions of substantially all cash available to be distributed to partners as determined by the General Partner, subject to the following: (i) distributions may be restricted or suspended for limited periods when the General Partner determines in its absolute discretion that it is in the best interest of the Partnership; and (ii) all distributions are subject to the payments of partnership expenses and maintenance of reasonable reserves for debt service, alterations improvements, maintenance, replacement of furniture and fixtures, working capital and contingent liabilities.
All excess cash from operations shall be distributed 90 percent to the limited partners and 10 percent to the General Partner.
All cash from sales or refinancing and any other cash determined by the General Partner to be available for distribution other than cash from operations shall be distributed in the following order of priority: (i) first, 1 percent to the General Partner and 99 percent to the limited partners in proportion to the outstanding positive amounts of Adjusted Invested Capital (as defined in the Partnership Agreement) for each of their Units until Adjusted Invested Capital (as defined in the Partnership Agreement) for each Unit is reduced to zero; (ii) second, 1 percent to the General Partner and 99 percent to the limited partners until each of the limited partners has received an amount which, including cash from operations previously distributed to the limited partners, equals a 12 percent annual cumulative non-compounded return on the Adjusted Invested Capital (as defined in the Partnership Agreement) of their Units plus such limited partners Limited Incremental Preferential Return (as defined in the Partnership Agreement), if any, with respect to each such Unit, on the Adjusted Investment Capital (as defined in the Partnership Agreement) of such Units for the twelve month period following the date upon which such Unit was purchased from the
7
RANCON REALTY FUND IV
A California Limited Partnership
Notes to Consolidated Financial Statements
March 31, 2003
(Unaudited)
Partnership and following the admission of such limited partner; (for limited partners admitted to the Partnership before March 31, 1985, there are additional cumulative non-compounded returns of 9 percent, 6 percent, or 3 percent depending on purchase date, through October 31, 1985); (iii) third, 99 percent to the General Partner and 1 percent to the limited partners, until the General Partner has received an amount equal to 20 percent of all distributions of cash from sales or refinancing; and (iv) the balance, 80 percent to the limited partners, pro rata in proportion to the number of Units held by each, and 20 percent to the General Partner.
All cash from a sale or disposition of substantially all of the assets (as defined in the Partnership Agreement ) and any cash, other than cash from operations, available for distribution to partners during the dissolution and termination of the Partnership, shall be distributed to the partners: (i) first, in proportion to and to the extent of the positive balances of their capital accounts; and (ii) the remaining balance, if any, in accordance with distributions of cash from sales or refinancing above.
The terms of the Partnership agreement call for the General Partner to restore any deficit 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 service. In October 2000, GC merged into Glenborough. The agreement expires upon the dissolution of the Partnership.
The Partnership will pay Glenborough for its services as follows: (i) a specified asset administration fee ($148,000 and $175,000 in the first quarter of 2003 and 2002, respectively); (ii) sales fees of 2% for improved properties and 4% for land ($175,000 in the first quarter of 2002); (iii) a refinancing fee of 1% and (iv) a management fee of 5% of gross rental receipts. 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 RFC or the Partnership.
Risks and Uncertainties
The Partnerships ability to (i) achieve positive cash flow from operations, (ii) meet its debt obligations, (iii) provide distributions either from operations or the ultimate disposition of the Partnerships properties or (iv) continue as a going concern, may be impacted by changes in interest rates, property values, local and regional economic conditions, or the entry of other competitors into the market. The accompanying consolidated financial statements do not provide for adjustments with regard to these uncertainties.
Note 2. SIGNIFICANT ACCOUNTING POLICES
Basis of Accounting
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. They include the accounts of certain wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Consolidation
In April 1996, the Partnership formed Rancon Realty Fund IV Tri-City Limited Partnership, a Delaware limited partnership (RRF IV Tri-City). The limited partner of RRF IV Tri-City is the Partnership and the General Partner is Rancon Realty Fund IV, Inc. (RRF IV, Inc.), a corporation wholly owned by the Partnership. Since the Partnership owns 100% of RRF IV, Inc. and indirectly owns 100% of RRF IV Tri-City, the financial statements of RRF IV, Inc. and RRF IV Tri-City have been consolidated with those of the Partnership. All intercompany balances and transactions have been eliminated in the consolidation.
8
RANCON REALTY FUND IV
A California Limited Partnership
Notes to Consolidated Financial Statements
March 31, 2003
(Unaudited)
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 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.
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 of the property is reduced to its estimated fair value. Estimated fair value: (i) is based upon 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.
Depreciation is provided using the straight line method over useful lives ranging from five to forty years for the respective assets.
9
RANCON REALTY FUND IV
A California Limited Partnership
Notes to Consolidated Financial Statements
March 31, 2003
(Unaudited)
Land Held for Development
Land held for development is stated at cost unless events or circumstances indicate that cost cannot be recovered, in which case, the carrying value is reduced to estimated fair value. Estimated fair value: (i) is based on the Partnerships plans for the development of each property; (ii) is computed using estimated sales price, based upon market values for comparable properties; and (iii) considers the cost to complete and the estimated fair value of the completed project. 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 either hold the properties for eventual sale or obtain financing to further develop the properties.
Interest and property taxes related to property constructed by the Partnership are capitalized during periods of construction.
Cash and Cash Equivalents
The Partnership considers short-term investments (including certificates of deposit and money market funds) with a maturity of less than ninety days when purchased at the time of investment to be cash equivalents.
Deferred Costs
Deferred loan fees are amortized on a straight-line basis over the life of the related loan and deferred lease commissions are amortized over the initial fixed term of the related lease agreement.
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.
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.
Sales of Real Estate
The Partnership recognizes sales of real estate when there is a signed contract, a closing has taken place, the buyers initial and continuing investment is adequate to demonstrate a commitment to pay for the property and the Partnership does not have a substantial continuing involvement in the property. Each property is considered a separately identifiable component of the Partnership and is reported in discontinued operations when the operations and cash flows of the Property have been (or will be) eliminated as a result of the disposal transaction.
Net Income/Loss Per Limited Partnership Unit
Net income or 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 or loss.
Income Taxes
No provision for income taxes is included in the accompanying consolidated financial statements as the Partnerships results of operations are allocated to the partners for inclusion in their respective income tax returns. Net income (loss) and partners equity (deficit) for financial reporting purposes will differ from the Partnership income tax return because of different accounting methods
10
RANCON REALTY FUND IV
A California Limited Partnership
Notes to Consolidated Financial Statements
March 31, 2003
(Unaudited)
used for certain items, including depreciation expense, provisions for impairment of investments in real estate, capitalization of development period interest and rental income and loss recognition.
Concentration Risk
One tenant represented 21% of rental income for the three months ended March 31, 2003 and 2002, respectively.
Reference to 2002 audited consolidated financial statements
These unaudited consolidated financial statements should be read in conjunction with the notes to consolidated financial statements included in the December 31, 2002 audited consolidated 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 (in thousands):
2003 | 2002 | |||||||
Land |
$ | 4,236 | $ | 4,236 | ||||
Buildings |
28,369 | 28,369 | ||||||
Leasehold and other improvements |
10,033 | 9,725 | ||||||
42,638 | 42,330 | |||||||
Less: accumulated depreciation |
(14,318 | ) | (14,024 | ) | ||||
Total rental properties, net |
$ | 28,320 | $ | 28,306 | ||||
At March 31, 2003, the Partnerships rental properties included seven retail and four office/R & D projects at the Tri-City Corporate Centre in San Bernardino, California.
On March 20, 2002, the Partnership sold the Two Vanderbilt property to an anchor tenant, Inland Empire Health Plan, who occupied 78% of the property for a sales price of $8,750,000. The sale generated net proceeds of approximately $8,382,000 and a gain on sale of approximately $5,120,000. The Partnership made a pay down on the line of credit of $4,200,000 from the sales proceeds and added the remaining cash to its cash reserves.
In accordance with SFAS 144 Accounting for the Impairment or Disposal of Long Lived Assets, effective for financial statements issued for fiscal years beginning after December 15, 2001, net income and gain or loss on sales of real estate for properties sold or classified as held for sale subsequent to December 31, 2001 are reflected in the consolidated statements of operations as Discontinued operations for all periods presented.
Below is a summary of the results of operations of Two Vanderbilt as of March 31, 2002 (in thousands):
2002 | ||||
Rental income |
$ | 324 | ||
Operating expenses |
176 | |||
Depreciation and amortization |
76 | |||
Total expenses |
252 | |||
Income before net gain on sales of real estate |
72 | |||
Net gain on sales of real estate |
5,120 | |||
Discontinued operations |
$ | 5,192 | ||
11
RANCON REALTY FUND IV
A California Limited Partnership
Notes to Consolidated Financial Statements
March 31, 2003
(Unaudited)
Land held for development consisted of the following at March 31, 2003 and December 31, 2002 (in thousands):
2003 | 2002 | |||||||
22.5 acres at Tri-City Corporate Centre,
San Bernardino, CA |
$ | 1,214 | $ | 1,214 | ||||
Note 4. NOTES PAYABLE
Notes payable as of March 31, 2003 and December 31, 2002 were as follows (in thousands):
2003 | 2002 | ||||||||
Note payable secured by first deeds of trust
on Service Retail Center, Promotional Retail
Center and Carnegie Business Center I. The
note, which matures May 1, 2006, is a 10-year,
8.744% fixed rate loan with a 25-year
amortization requiring monthly payments of
principal and interest totaling $53 |
$ | 5,824 | $ | 5,857 | |||||
Note payable secured by first deed of trust on
the One Vanderbilt building. The note bears a
fixed interest rate of 9%. Monthly payments of
principal and interest totaling $20 are due
until the maturity date of January 1, 2005 |
2,101 | 2,113 | |||||||
Line of credit with a total availability of
$7.2 million secured by first deeds of trust
on IRC building, Circuit City and TGI Fridays
with a variable interest rate of lenders
Prime Rate (4.25% as of March 31, 2003),
monthly interest-only payments, and a maturity
date of April 15, 2004. The balance of this
line of credit was paid down in March 2002 (as
discussed in Note 3 above). |
| | |||||||
Total notes payable |
$ | 7,925 | $ | 7,970 | |||||
The annual maturities of the Partnerships notes payable subsequent to March 31, 2003 are as follows (in thousands):
Years ended | ||||
December 31, | ||||
2003 |
$ | 143 | ||
2004 |
205 | |||
2005 |
2,160 | |||
2006 |
5,417 | |||
Total |
$ | 7,925 | ||
Note 5. COMMITMENTS AND CONTINGENT LIABILITIES
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 Partnerships 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 Partnerships results of operations and cash flows.
Approximately 15 acres of the Tri-City Corporate Centre land owned by the Partnership was part of a landfill operated by the City of San Bernardino (the City) from approximately 1950 to 1960. There are no records of which the Partnership is aware disclosing that hazardous wastes exist at the landfill. The City is responsible for the landfill and the gas-monitoring program as prescribed by the Santa Ana Region of the California Water Quality Control Board (WQCB). The monitoring will be handled directly by the City as of May 1, 2003. Also, the City has presented a draft plan for closure of the landfill to the WQCB. Most likely, this plan will commence in 2003. There is no current requirement to conduct clean closure of the site, and the Partnership will work directly with the City on the details of their plan with the WQCB. However, no assurance can be made that circumstances will not arise which could impact the Partnerships responsibility related to the land.
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RANCON REALTY FUND IV
A California Limited Partnership
Notes to Consolidated Financial Statements
March 31, 2003
(Unaudited)
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 subordinated real estate commissions payable to the Sponsors in the aggregate amount of $643,000 at March 31, 2003, for sales that transpired in previous years. The subordinated real estate commissions are 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 these commissions would be payable are limited, the liability has not been recognized in the accompanying consolidated financial statements; however, the amount will be recorded when and if it becomes payable.
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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.
Revenue
Rental income for the three months ended March 31, 2003 increased $167,000, compared to the three months ended March 31, 2002, primarily due to an increase in occupancy at One Vanderbilt and Palm Court Retail #1.
Occupancy rates at the Partnerships Tri-City properties as of March 31, 2003 and 2002 were as follows:
2003 | 2002 | |||||||
One Vanderbilt |
99 | % | 87 | % | ||||
Service Retail Center |
93 | % | 93 | % | ||||
Carnegie Business Center I |
100 | % | 97 | % | ||||
Promotional Retail Center |
100 | % | 100 | % | ||||
Inland Regional Center |
100 | % | 100 | % | ||||
TGI Fridays |
100 | % | 100 | % | ||||
Circuit City |
100 | % | 100 | % | ||||
Office Max |
100 | % | 100 | % | ||||
Mimis Café |
100 | % | 100 | % | ||||
Palm Court Retail #1 |
100 | % | 60 | % | ||||
Palm Court Retail #2 |
100 | % | 100 | % | ||||
Weighted average occupancy |
99 | % | 96 | % |
As of March 31, 2003, tenants at Tri-City occupying substantial portions of leased rental space included: (i) CompUSA with a lease through August 2003 (Tenant has a 5-year renewal option, and lease is currently being negotiated between the tenant and the management. Management anticipates a renewal lease to be signed within a short period of time.); (ii) ITT Educational Services with a lease through December 2004; (iii) PetsMart with a lease through January 2009; (iv) Inland Regional Center with a lease through July 2009; (v) The University of Phoenix, Inc. with a lease through August 2009; (vi) Office Max with a lease through October 2013; and (vii) Circuit City with a lease through January 2018. These seven tenants, in the aggregate, occupied approximately 254,000 square feet of the 395,000 total leasable square feet at Tri-City and accounted for approximately 60% of the rental income of the Partnership during the first quarter of 2003.
The 12% increase in occupancy from March 31, 2002 to March 31, 2003 at One Vanderbilt was due to the expansion of two existing tenants into approximately 8,700 square feet of previously vacant space.
The 40% increase in occupancy from March 31, 2002 to March 31, 2003 at Palm Court Retail #1 was due to leasing 2,000 square feet to a new tenant.
Expenses
Operating expenses increased $55,000, or 9%, 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 One Vanderbilt and Palm Court Retail #1 and an increase in utility and janitorial costs.
Interest expense decreased $47,000, or 19%, for the three months ended March 31, 2003, compared to the three months ended March 31, 2002, primarily due to a pay down on the line of credit in March 2002.
Expenses associated with undeveloped land decreased $32,000, or 29%, for the three months ended March 31, 2003, compared to the three months ended March 31, 2002, primarily due to a decrease in property taxes resulting from early payoff of an annual assessment levied by the City of San Bernardino in 2002. The City of San Bernardino issued bonds which were used to fund land infrastructure costs. The Partnership benefited from these improvements and was responsible for a portion of the annual bond service costs. In 2002, the bond was repaid by the City of San Bernardino at a discount which required the Partnership to incur a larger expense in 2002.
General and administrative expenses increased $33,000, or 14%, for the three months ended March 31, 2003, compared to the three months ended March 31, 2002, primarily due to an increase in investor service expenses related to the redemption of Partnership Units and higher audit and tax preparation fees.
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Income from discontinued operations
Income from discontinued operations totaled $5,192,000, which included $5,120,000 of gain on sale from the sale of the Two Vanderbilt property (as discussed below), and $72,000 of net operating income from the Two Vanderbilt property for the three months ended March 31, 2002.
Liquidity and Capital Resources
The following discussion should be read in conjunction with the Partnerships December 31, 2002 audited consolidated financial statements and the notes thereto.
At March 31, 2003, the Partnership had cash of $4,295,000. The remainder of the Partnerships assets consisted primarily of its net investments in real estate, totaling approximately $29,534,000, which included $28,320,000 in rental properties and $1,214,000 in land held for development.
The Partnerships liabilities at March 31, 2003, included notes payable totaling approximately $7,925,000, which consisted of two secured loans encumbering properties with an aggregate net book value of approximately $13,654,000, and with maturity dates ranging from January 1, 2005 through May 1, 2006. These two notes bear fixed interest rates of 8.74% and 9.00%, respectively, and require monthly principal and interest payments ranging from $20,000 to $53,000. A $7,200,000 line of credit, which bears interest at the lenders Prime Rate, has no outstanding balance at March 31, 2003.
On March 20, 2002, the Partnership sold the Two Vanderbilt property to an anchor tenant, Inland Empire Health Plan, who occupied 78% of the property for a sales price of $8,750,000. The sale generated net proceeds of approximately $8,382,000 and a gain on sale of approximately $5,120,000. The Partnership made a pay down on the line of credit of $4,200,000 from the sales proceeds and added the remaining cash to its cash reserves.
The Partnership is contingently liable for subordinated real estate commissions payable to the Sponsors in the aggregate amount of $643,000 at March 31, 2003, for sales that transpired in previous years. The subordinated real estate commissions are 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 these commissions would be payable are limited, the liability has not been recognized in the accompanying consolidated financial statements; however, the amount will be recorded when and if it becomes payable.
Operationally, the Partnerships primary source of funds consists of cash provided by its rental activities. Other sources of funds may include permanent financing, property sales, interest income on certificates of deposit and other deposits of funds invested temporarily. Cash generated from property sales is generally added to the Partnerships cash reserves, pending use in the development of properties or distribution to the partners.
Management believes that the Partnerships cash balance as of March 31, 2003, together with cash from operations, sales and financing, will be sufficient to finance the Partnerships and the properties continued operations and development plans on a short-term basis and for the reasonably foreseeable future. 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.
The Partnership knows of no demands, commitments, events or uncertainties which might effect its capital resources in any material respect. In addition, the Partnership is not subject to any covenants pursuant to its secured debt that would constrain its ability to obtain additional capital.
Operating Activities
During the three months ended March 31, 2003, the Partnerships cash provided by operating activities totaled $961,000.
The $218,000 decrease in accounts receivable at March 31, 2003, compared to December 31, 2002, was primarily due to collections of rents receivable and the reimbursement of tenant improvements from the reserve impound account.
The $28,000 decrease in deferred costs and other fees at March 31, 2003, compared to December 31, 2002, was due to $39,000 of lease commissions paid for new and renewal leases, offset by $67,000 of amortization expense.
The $14,000 increase in accounts payable and other liabilities at March 31, 2003, compared to December 31, 2002, was primarily due to accruals for property taxes, offset by payments of accrued building operating expenses and audit and tax preparation fees.
Investing Activities
During the three months ended March 31, 2003, the Partnerships cash used for investing activities totaled $308,000, primarily for tenant improvements at the One Vanderbilt property.
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Financing Activities
During the three months ended March 31, 2003, the Partnerships cash used for financing activities totaled $122,000, which consisted of $45,000 in principal payments on the notes payable and $77,000 paid to redeem 205 limited partnership units (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 and land held for development
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.
Land held for development is stated at cost unless events or circumstances indicate that cost cannot be recovered, in which case, the carrying value is reduced to estimated fair value. Estimated fair value: (i) is based on the Partnerships plans for the development of each property; (ii) is computed using estimated sales price, based upon market values for comparable properties; and (iii) considers the cost to complete and the estimated fair value of the completed project. 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 either hold the properties for eventual sale or obtain financing to further develop the properties.
The actual value of the Partnerships portfolio of properties and land held for development could be significantly higher or lower than their carrying amounts.
New Accounting Pronouncements
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. Management is currently assessing the impact of this interpretation on the Partnerships consolidated financial position and results of operations. 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
Interest Rates
The Partnerships primary market risk exposure is to changes in interest rates obtainable on its secured borrowings. The Partnership does not believe that changes in market interest rates will have a material impact on the performance or fair value of its portfolio.
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For debt obligations, the table below presents principal cash flows and interest rates by expected maturity dates.
Expected Maturity Date | ||||||||||||||||||||||||||||
2003 | 2004 | 2005 | 2006 | Thereafter | Total | Fair value | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||
Secured Fixed Rate Debt |
$ | 143 | $ | 205 | $ | 2,160 | $ | 5,417 | | $ | 7,925 | $ | 7,925 | |||||||||||||||
Average interest rate |
8.82 | % | 8.80 | % | 8.98 | % | 8.74 | % | | 8.81 | % |
The Partnership believes that the interest rates given in the table for fixed rate borrowings approximate the rates the Partnership could currently obtain for instruments of similar terms and maturities and that the fair values of such instruments approximate carrying value at March 31, 2003.
As of March 31, 2003, the Partnership had cash equivalents of $3,197,000 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.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. The Partnerships 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 and its consolidated subsidiaries would be made known to him by others within those entities.
(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. | ||
(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 REALTY FUND IV, |
a California limited partnership |
By | Rancon Financial Corporation | |
a California corporation, | ||
its General Partner |
Date: | May 14, 2003 | By: | /s/ DANIEL L. STEPHENSON | |||
Daniel L. Stephenson, President |
Date: | May 14, 2003 | By: | /s/ DANIEL L. STEPHENSON | |||
Daniel L. Stephenson, General Partner |
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I, DANIEL L. STEPHENSON, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of RANCON REALTY FUND IV; | |
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
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EXHIBIT INDEX
Exhibit | ||
Number | Description | |
99 | Section 906 Certification of Daniel L. Stephenson, Chief Executive Officer and Chief Financial Officer of General Partnership. | |