UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the year ended December 31, 2003
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from to
Commission file number: 0-14207
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
California | 33-0016355 | |
(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 | |
(Address of principal executive offices) | (Zip Code) |
Partnerships telephone number, including area code (650) 343-9300
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of class)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
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
No market for the Limited Partnership Units exists and therefore a market value for such Units cannot be determined.
DOCUMENTS INCORPORATED BY REFERENCE:
Exhibits: The index of exhibits is contained herein on page number 34.
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
Page No. | ||||
PART I | ||||
Item 1 |
Business | 3 | ||
Item 2 |
Properties | 4 | ||
Item 3 |
Legal Proceedings | 6 | ||
Item 4 |
Submission of Matters to a Vote of Security Holders | 6 | ||
PART II | ||||
Item 5 |
Market for Partnerships Common Stock and Related Stockholder Matters | 7 | ||
Item 6 |
Selected Financial Data | 8 | ||
Item 7 |
Managements Discussion and Analysis of Financial Condition and Results of Operations | 8 | ||
Item 7A. |
Qualitative and Quantitative Information About Market Risk | 12 | ||
Item 8 |
Financial Statements and Supplementary Data | 12 | ||
Item 9 |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 12 | ||
Item 9A. |
Controls and Procedures | 13 | ||
PART III | ||||
Item 10 |
Directors and Executive Officers of the Partnership | 14 | ||
Item 11 |
Executive Compensation | 14 | ||
Item 12 |
Security Ownership of Certain Beneficial Owners and Management | 14 | ||
Item 13 |
Certain Relationships and Related Transactions | 14 | ||
Item 14 |
Principal Accountant Fees and Services | 14 | ||
PART IV | ||||
Item 15 |
Exhibits, Financial Statement Schedules and Reports on Form 8-K | 15 | ||
SIGNATURES | 16 |
2
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 selling real property. The Partnership was organized in 1984 and reached final funding in July 1987. The general partners of the Partnership are Daniel L. Stephenson and Rancon Financial Corp. (RFC), hereinafter referred to as the Sponsor or the General Partner. RFC is wholly-owned by Daniel L. Stephenson. The Partnership has no employees.
The Partnerships initial acquisition of property between December 1984 and August 1985 consisted of approximately 76.56 acres of partially developed and unimproved land located in San Bernardino, California. The property is part of a master-planned development of 153 acres known as Tri-City Corporate Centre (Tri-City) and is zoned for mixed commercial, office, hotel, transportation-related, and light industrial uses and all of the parcels thereof are separately owned by the Partnership and Rancon Realty Fund V (Fund V), a partnership sponsored by the General Partner of the Partnership. Since the acquisition of the land, the Partnership has constructed twelve projects at Tri-City consisting of three office projects, one industrial property, and eight commercial properties. In 2002, one office building was sold. The Partnerships properties are more fully described in Item 2.
As of December 31, 2003, the Partnership owned eleven rental properties, approximately one acre of land which is under construction, and approximately 21.5 acres of unimproved land (Tri-City Properties), all in the Tri-City master-planned development in San Bernardino, California.
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 Partnership considers all assets owned by RRF IV, Inc. and RRF IV Tri-City to be owned by the Partnership.
In 2002, a total of 2,488 Units were redeemed at an average price of $334. In 2003, a total of 1,307 Units were redeemed at an average price of $375. As of December 31, 2003, there were 70,239 Units outstanding.
Competition Within the Market
The Partnership competes in the leasing of its properties primarily with other available properties in the local real estate market. Management is not aware of any specific competitors of the Partnerships properties doing business on a significant scale in the local market. Management believes that characteristics influencing the competitiveness of a real estate project are the geographic location of the property, the professionalism of the property manager and the maintenance and appearance of the property, in addition to external factors such as general economic circumstances, trends, and the existence of new, competing properties in the vicinity. Additional competitive factors with respect to commercial and industrial properties are the ease of access to the property, the adequacy of related facilities, such as parking, and the ability to provide rent concessions and tenant improvements commensurate with local market conditions. Although management believes the Partnerships properties are competitive with comparable properties as to those factors within the Partnerships control, over-building and other external factors could adversely affect the ability of the Partnership to attract and retain tenants. The marketability of the properties may also be affected (either positively or negatively) by these factors as well as by changes in general or local economic conditions, including prevailing interest rates. Depending on market and economic conditions, the Partnership may be required to retain ownership of its properties for periods longer than anticipated, or may need to sell earlier than anticipated or refinance a property, at a time or under terms and conditions that are less advantageous than would be the case if unfavorable economic or market conditions did not exist.
Working Capital
The Partnerships practice is to maintain cash reserves for normal repairs, replacements, working capital and other contingencies. The Partnership knows of no statistical information which allows comparison of its cash reserve to those of its competitors.
Other Factors
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 Regional Water Quality Control Board (RWQCB). Under an Access Agreement with the Partnership, methane monitoring is handled directly by the City. The City must submit to the RWQCB a final plan for both the cover improvements to the landfill and a gas collection system installation. This was due in January 2004. Also, in 2003 the County of San Bernardino Local Enforcement Agency (LEA) issued a tentative Notice and Order of Compliance directing the City to install gas collection systems. There is no immediate requirement to conduct clean closure of the site, and the Partnership is working directly with the City on the details of their plan with the RWQCB and the County. However, no assurance can be made that circumstances will not arise which could impact the Partnerships responsibility related to the land.
3
Tri-City Corporate Center
Between December 24, 1984 and August 19, 1985, the Partnership acquired a total of 76.56 acres of partially developed land in Tri-City for an aggregate purchase price of $9,917,000. During that time, Fund V acquired the remaining 76.21 acres within Tri-City.
Tri-City is located at the northeastern quadrant of the intersection of Interstate 10 (San Bernardino Freeway) and Waterman Avenue in the southernmost part of the City of San Bernardino, and is in the heart of the Inland Empire, the most densely populated area of San Bernardino and Riverside Counties.
Tri-City Properties
The Partnerships improved properties in the Tri-City Corporate Centre are as follows:
Property |
Type |
Square Feet | ||
One Vanderbilt |
Four story office building | 73,730 | ||
Carnegie Business Center I |
Two R&D buildings | 62,539 | ||
Service Retail Center |
Two retail buildings | 20,780 | ||
Promotional Retail Center |
Four strip center retail buildings | 66,265 | ||
Inland Regional Center |
Two story office building | 81,079 | ||
TGI Fridays |
Restaurant | 9,386 | ||
Circuit City |
Retail building | 39,123 | ||
Office Max |
Retail building | 23,500 | ||
Mimis Café |
Restaurant | 6,455 | ||
Palm Court Retail #1 |
Retail building | 5,054 | ||
Palm Court Retail #2 |
Retail building | 7,433 |
These eleven operating properties total approximately 395,000 square feet and offer a wide range of retail, commercial, R&D and office products to the market.
The Inland Empire is generally broken down into two major markets, Inland Empire East and Inland Empire West. Tri-City Corporate Centre is located within the Inland Empire East market, which consists of approximately 12.4 million square feet of office space and an overall vacancy rate of approximately 12% as of December 31, 2003, according to research conducted by an independent broker.
Within the Tri-City Corporate Centre at December 31, 2003, the Partnership has approximately 155,000 square feet of office space with an average vacancy rate of 0.75%, approximately 178,000 square feet of retail space with an average vacancy rate of 0.8%, and approximately 62,000 square feet of R & D space with no vacancy.
Occupancy levels for the Partnerships Tri-City buildings for each of the five years ended December 31, 2003, expressed as a percentage of the total net rentable square feet were as follows:
2003 |
2002 |
2001 |
2000 |
1999 |
|||||||||||
One Vanderbilt |
95 | % | 98 | % | 76 | % | 88 | % | 88 | % | |||||
Carnegie Business Center I |
100 | % | 100 | % | 97 | % | 85 | % | 77 | % | |||||
Service Retail Center |
93 | % | 93 | % | 93 | % | 100 | % | 100 | % | |||||
Promotional Retail Center |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||
Inland Regional Center |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||
TGI Fridays |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||
Circuit City |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||
Office Max |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||
Mimis Café |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||
Palm Court Retail #1 |
100 | % | 100 | % | 60 | % | 30 | % | N/A | ||||||
Palm Court Retail #2 |
100 | % | 100 | % | 100 | % | N/A | N/A | |||||||
Weighted average occupancy |
99 | % | 99 | % | 94 | % | 94 | % | 94 | % |
In 2003, management renewed eight leases totaling 65,181 square feet, and executed one new lease totaling 1,615 square feet. During 2004, there are eight leases totaling 51,728 square feet that are due to expire. Four tenants with 8,090 total square feet of space have extended their leases. One tenant occupying 39,380 square feet has indicated that they will renew their lease. Terms and conditions are being negotiated. The remaining three tenants occupying 4,258 total square feet of space have not yet indicated whether they plan to renew their leases or vacate the premises in 2004. Management, along with independent leasing brokers, is aggressively marketing the space.
4
The annual effective rents per square foot for each of the five years ended December 31, 2003 were as follows:
2003 |
2002 |
2001 |
2000 |
1999 | |||||||||||
One Vanderbilt |
$ | 19.36 | $ | 17.43 | $ | 18.18 | $ | 18.51 | $ | 17.88 | |||||
Carnegie Business Center I |
$ | 11.98 | $ | 11.65 | $ | 11.31 | $ | 10.49 | $ | 10.59 | |||||
Service Retail Center |
$ | 17.22 | $ | 17.45 | $ | 17.03 | $ | 16.54 | $ | 16.34 | |||||
Promotional Retail Center |
$ | 11.42 | $ | 11.03 | $ | 11.00 | $ | 10.74 | $ | 10.72 | |||||
Inland Regional Center |
$ | 15.30 | $ | 15.30 | $ | 15.30 | $ | 14.43 | $ | 14.43 | |||||
TGI Fridays |
$ | 19.18 | $ | 19.18 | $ | 19.18 | $ | 19.18 | $ | 19.18 | |||||
Circuit City |
$ | 14.72 | $ | 13.38 | $ | 13.38 | $ | 13.38 | $ | 13.38 | |||||
Office Max |
$ | 12.34 | $ | 11.75 | $ | 11.75 | $ | 11.75 | $ | 11.75 | |||||
Mimis Café |
$ | 13.17 | $ | 13.17 | $ | 13.17 | $ | 13.17 | $ | 13.17 | |||||
Palm Court Retail #1 |
$ | 22.11 | $ | 21.87 | $ | 23.25 | $ | 23.00 | N/A | ||||||
Palm Court Retail #2 |
$ | 23.55 | $ | 22.87 | $ | 22.20 | N/A | N/A |
Annual effective rent is calculated by dividing the aggregate of annualized current monthly rental income for each tenant by the total square feet occupied at the property.
At December 31, 2003, the Partnerships annual rental rates ranged from $15.24 to $21.60 per square foot for office space; $10.56 to $24.48 per square foot for retail space; and $10.56 to $12.72 per square foot for R&D space.
The Partnerships Tri-City properties had the following tenants which occupied a significant portion of the net rentable square footage as of December 31, 2003:
Tenant |
Comp USA |
ITT Educational Center |
PetsMart |
Inland Regional Center |
The University Of Phoenix, Inc. |
Country Wide Home Loan |
Fidelity Title |
Office Max |
Circuit City | |||||||||
Building |
Promotional Retail Center |
Carnegie Business Center I |
Promotional Retail Center |
Inland Regional Center |
One Vanderbilt |
One Vanderbilt |
One Vanderbilt |
Office Max |
Circuit City | |||||||||
Nature of Business |
Computer Retail |
Educational Services |
Pet Retail |
Social Services |
Educational Facility |
Mortgage Company |
Title Company |
Supplies Retail |
Electronics Retail | |||||||||
Lease Term |
10 years | 12 years | 15 years | 13 years | 10 years | 1 year | 5 years | 15 years | 20 years | |||||||||
Expiration Date |
8/31/08 | 12/31/04 | 1/10/09 | 7/16/09 | 8/31/09 | 8/31/05 | 8/31/08 | 10/31/13 | 1/13/18 | |||||||||
Square Feet |
23,000 | 39,380 | 25,015 | 81,079 | 22,645 | 19,522 | 19,493 | 23,500 | 39,123 | |||||||||
% of rentable total |
5% | 8% | 5% | 12% | 6% | 5% | 5% | 5% | 8% | |||||||||
Annual Rent |
$250,000 | $474,000 | $262,000 | $1,240,000 | $435,000 | $415,000 | $391,000 | $290,000 | $576,000 | |||||||||
Future Rent Increases |
N/A | 3% annually |
5% in 2004 |
6% every 2.5 years |
3% annually |
3% annually |
3% annually |
5% in 2008 |
Lesser of 10% or 5 yr. CPI every 5-years during lease term | |||||||||
Renewal Options |
Two 5-year options |
One 5-year option |
One 5-year option |
Four 5-year options |
N/A | One 2-year option |
One 5-year option |
Four 5-year options |
Four 5-year options |
The lease term for ITT Educational Center will expire on 12/31/04. The tenant has indicated that they will extend the lease term for another quarter prior moving out of the building.
5
The Partnerships Tri-City Properties are owned by the Partnership, in fee, subject to the following notes and deeds of trust as of December 31, 2003:
Security |
One Vanderbilt |
Service Retail Center, Carnegie Business Center, Promotional Retail Center |
IRC, Circuit City, TGI Fridays | ||||||||
Principal balance at 12/31/03 |
$ | 2,060,000 | $ | 5,722,000 | $ | 0 | |||||
Interest Rate |
9 | % | 8.74 | % | Prime rate | ||||||
Monthly payment |
$ | 20,141 | $ | 53,413 | $ | 0 | |||||
Maturity date |
1/1/05 | 5/1/06 | 4/15/04 |
Tri-City Land
As of December 31, 2003 the Partnership owned approximately 22.5 acres of land. Construction has commenced on an approximately one-acre parcel (discussed below). The remaining 21.5 acres is currently undeveloped. The Partnership anticipates developing and/or selling the parcels of this land by the end of next year.
The one-acre land parcel, known as Vanderbilt Plaza, is currently under construction. It is estimated to be completed in late 2004. The estimated construction cost for this 120,000 square foot four-story office building is approximately $10,000,000.
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 Regional Water Quality Control Board (RWQCB). Under an Access Agreement with the Partnership, methane monitoring is handled directly by the City. The City must submit to the RWQCB a final plan for both the cover improvements to the landfill and a gas collection system installation. This was due in January 2004. Also, in 2003 the County of San Bernardino Local Enforcement Agency (LEA) issued a tentative Notice and Order of Compliance directing the City to install gas collection systems. There is no immediate requirement to conduct clean closure of the site, and the Partnership is working directly with the City on the details of their plan with the RWQCB and the County. However, no assurance can be made that circumstances will not arise which could impact the Partnerships responsibility related to the land. At this time, the Partnership believes that developing of this land is not practical.
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
6
Item 5. Market for Partnerships Common Equity and Related Stockholder Matters
Market Information
There is no established trading market for the Units issued by the Partnership.
Holders
As of December 31, 2003, there were 8,609 holders of Partnership Units.
Distributions
Distributions are paid from either Cash From Operations or Cash From Sales or Refinancing (as such terms are defined in the Partnership Agreement).
Cash From Operations includes all cash receipts from operations in the ordinary course of business (except for the sale, refinancing, exchange or other disposition of real property in the ordinary course of business) after deducting payments for operating expenses. All distributions of Cash From Operations are paid in the ratio of 90% to the Limited Partners and 10% to the General Partner.
Cash From Sales or Refinancing is the net cash realized by the Partnership from the sale, disposition or refinancing of any property after retirement of applicable mortgage debt and all expenses related to the transaction, together with interest on any notes taken back by the Partnership upon the sale of a property. Distributions of Cash From Sales or Refinancing are generally allocated as follows: (i) first, 1 percent to the General Partner and 99 percent to the Limited Partners until the Limited Partners have received an amount equal to their capital contributions, plus a 12 percent return on their unreturned capital contributions (less prior distributions of Cash from Operations); (ii) second, to Limited Partners who purchased their units of limited partnership interest prior to April 1, 1985, to the extent they receive an additional return (depending on the date on which they purchased the units) on their unreturned capital of either 9 percent, 6 percent or 3 percent (calculated through October 31, 1985); and (iii) third, 20 percent to the General Partner and 80 percent to the Limited Partners. A more detailed statement of these distribution policies is set forth in the Partnership Agreement.
In 2003, the Partnership distributed $1,068,000 and $119,000 to the Limited Partners and General Partner from the proceeds of the sale of the Two Vanderbilt property as discussed below, respectively.
In 2002, the Partnership distributed $971,000 and $10,000 to the Limited Partners and General Partner from operations, respectively.
7
Item 6. Selected Financial Data
The following is selected financial data for each of the five years ended December 31, 2003 (in thousands, except per Unit data):
2003 |
2002 |
2001 |
2000 |
1999 |
|||||||||||||||
Rental income |
$ | 7,124 | $ | 6,362 | $ | 6,058 | $ | 5,774 | $ | 5,450 | |||||||||
Gain (loss) on sale of real estate |
$ | | $ | | $ | | $ | (23 | ) | $ | 253 | ||||||||
Provision for impairment of real estate investments |
$ | | $ | | $ | | $ | (40 | ) | $ | | ||||||||
Income (loss ) from continuing operations |
$ | 1,001 | $ | (360 | ) | $ | (543 | ) | $ | (675 | ) | $ | (794 | ) | |||||
Income from discontinued operations |
$ | | $ | 5,172 | $ | 271 | $ | 323 | $ | 333 | |||||||||
Net income (loss ) |
$ | 1,001 | $ | 4,812 | $ | (272 | ) | $ | (352 | ) | $ | (461 | ) | ||||||
Net income (loss) allocable to Limited Partners |
$ | 901 | $ | 4,556 | $ | (272 | ) | $ | (352 | ) | $ | (474 | ) | ||||||
Net income (loss) per Unit |
$ | 12.72 | $ | 61.87 | $ | (3.66 | ) | $ | (4.60 | ) | $ | (6.18 | ) | ||||||
Total assets |
$ | 34,619 | $ | 35,498 | $ | 37,224 | $ | 41,852 | $ | 43,769 | |||||||||
Long-term obligations |
$ | 7,782 | $ | 7,970 | $ | 12,342 | $ | 15,551 | $ | 15,834 | |||||||||
Cash distributions per Unit |
$ | 15.18 | $ | 13.20 | $ | 11.50 | $ | 10.00 | $ | 10.00 |
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Results Of Operations
Comparison of the year ended December 31, 2003 to the year ended December 31, 2002
Revenue
Rental income for the year ended December 31, 2003 increased $762,000, compared to the year ended December 31, 2002, primarily due to increases in rental rates.
Occupancy rates at the Partnerships Tri-City properties at the end of each of the five years ended December 31, 2003 were as follows:
2003 |
2002 |
2001 |
2000 |
1999 |
|||||||||||
One Vanderbilt |
95 | % | 99 | % | 76 | % | 88 | % | 88 | % | |||||
Carnegie Business Center I |
100 | % | 100 | % | 97 | % | 85 | % | 77 | % | |||||
Service Retail Center |
93 | % | 93 | % | 93 | % | 100 | % | 100 | % | |||||
Promotional Retail Center |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||
Inland Regional Center |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||
TGI Fridays |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||
Circuit City |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||
Office Max |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||
Mimis Café |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||
Palm Court Retail #1 |
100 | % | 100 | % | 60 | % | 30 | % | N/A | ||||||
Palm Court Retail #2 |
100 | % | 100 | % | 100 | % | N/A | N/A | |||||||
Weighted average occupancy |
99 | % | 99 | % | 94 | % | 94 | % | 94 | % |
In 2003, tenants at Tri-City occupying substantial portions of leased rental space included: (i) ITT Educational Center with a lease through December 2004; (ii) Countrywide Home Loan with a lease through August 2005; (iii) CompUSA with a lease through August 2008; (iv) Fidelity National Title with a lease through August 2008; (v) PetsMart with a lease through January 2009; (vi) Inland Regional Center with a lease through July 2009; (vii) The University of Phoenix, Inc. with a lease through August 2009; (viii) Office Max with a lease through October 2013; and (ix) Circuit City with a lease through January 2018. These nine tenants, in the aggregate, occupied approximately 293,000 square feet of the 395,000 total leasable square feet at Tri-City and accounted for approximately 74% of the rental income of the Partnership in 2003.
The 4% decrease in occupancy from December 31, 2002 to December 31, 2003 at One Vanderbilt was due to a 3,900 square foot tenant moving out when its lease term expired.
Interest and other income for the year ended December 31, 2003 decreased $14,000 from the year ended December 31, 2002, primarily due to a lower average invested cash balance as a result of distributions made to the General and Limited Partners in November 2002 and 2003, as well as decreases in interest rates.
8
Expenses
Interest expense decreased $73,000, or 9%, for the year ended December 31, 2003, compared to the year ended December 31, 2002, primarily due to a pay down on the Partnerships line of credit in March 2002.
Expenses associated with undeveloped land decreased $544,000 during the year ended December 31, 2003, compared to the year ended December 31, 2002, primarily due to a decrease in property taxes resulting from early payoff in 2002 of an annual assessment levied by the City of San Bernardino. 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 bonds were repaid which required the Partnership to incur a larger expense.
Comparison of the year ended December 31, 2002 to the year ended December 31, 2001
Revenue
Rental income for the year ended December 31, 2002 increased $304,000 compared to the year ended December 31, 2001, primarily due to increases in occupancy at One Vanderbilt, Carnegie Business Center I and Palm Court Retail #1.
Occupancy rates at the Partnerships Tri-City properties at the end of each of the five years ended December 31, 2002 were as follows:
2002 |
2001 |
2000 |
1999 |
1998 |
|||||||||||
One Vanderbilt |
99 | % | 76 | % | 88 | % | 88 | % | 91 | % | |||||
Carnegie Business Center I |
100 | % | 97 | % | 85 | % | 77 | % | 78 | % | |||||
Service Retail Center |
93 | % | 93 | % | 100 | % | 100 | % | 95 | % | |||||
Promotional Retail Center |
100 | % | 100 | % | 100 | % | 100 | % | 98 | % | |||||
Inland Regional Center |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||
TGI Fridays |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||
Circuit City |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||
Office Max |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||
Mimis Café |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||
Palm Court Retail #1 |
100 | % | 60 | % | 30 | % | N/A | N/A | |||||||
Palm Court Retail #2 |
100 | % | 100 | % | N/A | N/A | N/A | ||||||||
Weighted average occupancy |
99 | % | 94 | % | 94 | % | 94 | % | 94 | % |
In 2002, tenants at Tri-City occupying substantial portions of leased rental space included: (i) CompUSA with a lease through August 2003; (ii) ITT Educational Center 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 in 2002.
The 23% increase in occupancy from December 31, 2001 to December 31, 2002 at One Vanderbilt was primarily due to the expansion of two existing tenants into approximately 16,700 square feet of vacant space.
The 40% increase in occupancy from December 31, 2001 to December 31, 2002 at Palm Court Retail #1 was primarily due to the leasing of 2,000 square feet to one new tenant.
Interest and other income for the year ended December 31, 2002 decreased $27,000 from the year ended December 31, 2001, primarily due to a lower average invested cash balance resulting from distributions to the partners in 2001, and decreases in interest rates.
Expenses
Interest expense decreased $442,000, or 34%, for the year ended December 31, 2002, compared to the year ended December 31, 2001, primarily due to the replacement of two higher rate loans with a line of credit with a lower variable interest rate in April 2001, and paydowns on the line of credit in April 2001 and March 2002.
Expenses associated with undeveloped land increased $416,000 during the year ended December 31, 2002, compared to the year ended December 31, 2001, primarily due to the early payoff of an annual assessment levied by the City of San Bernardino. 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.
9
Liquidity and Capital Resources
At December 31, 2003, the Partnership had cash of $3,312,000. The remainder of the Partnerships assets consists primarily of its net investments in real estate, totaling approximately $29,361,000, which includes $27,568,000 in rental properties, $1,090,000 of construction in progress, and $703,000 of land held for development.
The Partnerships primary liabilities at December 31, 2003 include loans payable, totaling approximately $7,782,000 which consist of two secured loans encumbering properties with an aggregate net book value of approximately $13,239,000 and with maturity dates of January 1, 2005 and May 1, 2006. These notes require monthly principal and interest payments of $20,000 and $53,000 and bear fixed interest rates of 8.744% and 9%. A line of credit, which bears interest at Prime Rate (4% as of December 31, 2003), has no outstanding balance at December 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 also made distributions to the Partners of $981,000, with the remaining cash added to the Partnerships cash reserves.
The Partnership is contingently liable for subordinated real estate commissions payable to the General Partner in the aggregate amount of $643,000 at December 31, 2003, for sales that were completed 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, draws on the line of credit, 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 December 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 year ended December 31, 2003, the Partnerships cash provided by operating activities totaled $2,355,000.
The $180,000 decrease in accounts receivable at December 31, 2003, compared to December 31, 2002, was primarily due to the collection of tenant rents and the reimbursement of tenant improvements from the impound account.
The $150,000 decrease in deferred costs at December 31, 2003, compared to December 31, 2002 was primarily due to $120,000 of lease commissions paid for new and renewal leases, offset by $270,000 of amortization expense.
The $62,000 increase in prepaid expenses and other assets at December 31, 2003, compared to December 31, 2002, was primarily due to increases in prepaid insurance and impound accounts.
The $219,000 decrease in accounts payable and other liabilities at December 31, 2003, compared to December 31, 2002, was primarily due to payments of audit and tax preparation fees, offset by increases in accruals for building operating expenses.
The $58,000 increase in prepaid rents at December 31, 2003, compared to December 31, 2002, was due to the receipt of January 2004 rents in December 2003.
Investing Activities
During year ended December 31, 2003, the Partnerships cash used for investing activities totaled $942,000, which included $509,000 primarily for tenant improvements at One Vanderbilt, Inland Regional Center and Carnegie Business Center I, and $433,000 for construction costs at Vanderbilt Tower.
10
Financing Activities
During the year ended December 31, 2003, the Partnerships cash used for financing activities totaled $1,865,000, which consisted of $188,000 in principal payments on loans payable, $1,187,000 of distributions to the Limited Partners and General Partner, and $490,000 paid to redeem 1,307 limited partnership units (Units).
The Partnership has a line of credit with a total availability of $7.2 million. The line of credit is secured by first deeds of trust on Inland Regional Center, Circuit City and TGI Fridays, requires monthly interest-only payments, carries a variable interest rate of Prime Rate (4% as of December 31, 2003), and has a maturity date of April 15, 2004. (see note 4 for terms of this line of credit). Currently, there is $0 drawn on this line of credit. The Partnership is currently negotiating with the lender to extend the Partnerships line of credit for another two years and increase the availability of the Partnerships line of credit to meet the funding for the construction cost at Vanderbilt Plaza which is approximately $10,000,000. As of December 31, 2003, the total construction cost was $579,000. The construction started in September 2003, and is estimated to be completed in late 2004.
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 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.
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
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 consolidated financial position or results of operations. These new accounting standards are as follows:
In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, which addresses consolidation by business enterprises of variable interest entities (VIEs) either: (1) that do not have sufficient equity investment at risk to permit the entity to finance its activities without additional subordinated financial support, or (2) in which the equity investors lack an essential characteristic of a controlling financial interest. In December 2003, the FASB completed deliberations of proposed modifications to FIN 46 (FIN 46 Revised) resulting in multiple effective dates based on the nature as well as the creation date of the VIE. VIEs created after January 31, 2003, but prior to January 1, 2004, may be accounted for either based on FIN 46 or FIN 46 Revised. However, FIN 46 Revised must be applied no later than the first quarter of fiscal 2004. VIEs created after January 1, 2004 must be accounted for under FIN 46 Revised. Special Purpose Entities (SPEs) created prior to February 1, 2003 may be accounted for under FIN 46 or FIN 46 Reviseds provisions no later than the fourth quarter of fiscal 2003. Non-SPEs created prior to February 1, 2003, should be accounted for under FIN 46 Reviseds provisions no later than the first quarter of fiscal 2004. The Partnership has not entered into any arrangements which are considered SPEs. FIN 46 Revised 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 Revised are effective for all financial statements initially issued after December 31, 2003. The adoption of FIN 46 will not have a material impact on the financial statements of the Partnership.
11
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This statement establishes standards for the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. This statement is effective for financial instruments entered into or modified after May 31, 2003 and, otherwise, is effective at the beginning of the first interim period beginning after June 15, 2003. Certain provisions have been deferred indefinitely by the FASB under FSP 150-3. This standard did not have a material impact on the Partnerships financial position or results of operations.
Item 7A. 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.
For debt obligations, the table below presents principal cash flows and related weighted average interest rates by expected maturity dates.
Expected Maturity Date | |||||||||||||||||||||
2004 |
2005 |
2006 |
Thereafter |
Total |
Fair value | ||||||||||||||||
(in thousands) | |||||||||||||||||||||
Secured Fixed |
$ | 205 | $ | 2,160 | $ | 5,417 | | $ | 7,782 | $ | 8,789 | ||||||||||
Average interest rate |
8.82 | % | 8.98 | % | 8.74 | % | | 8.81 | % |
As of December 31, 2003, the Partnership had cash equivalents of $2,997,000 invested in interest-bearing certificates of deposit. This investment is subject to interest rate risk due to changes in interest rates upon maturity. Declines in interest rates over time would reduce Partnership interest income. The Partnership does not own any derivative instruments.
Item 8. Financial Statements and Supplementary Data
For information with respect to this Item 8, see Financial Statements and Schedules as listed in Item 15.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
On July 18, 2002, the General Partner of the Rancon Realty Fund IV, a California Limited Partnership (the Partnership), engaged KPMG LLP (KPMG) to serve as the Partnerships independent public accountants for the fiscal year ending December 31, 2002, to replace Arthur Andersen LLP (Arthur Andersen), the Partnerships former independent public accountants.
Arthur Andersens reports on the Partnerships consolidated financial statements for each of the fiscal years ended December 31, 2001 and 2000 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. Arthur Andersens report on the Partnerships consolidated financial statements for the fiscal year ended December 31, 2001 was issued on an unqualified basis in conjunction with the publication of the Partnerships Annual Report on Form 10-K.
During the fiscal years ended December 31, 2001 and 2000 and through July 18, 2002, there were no disagreements with Arthur Andersen on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which, if not resolved to Arthur Andersens satisfaction, would have caused them to make reference to the subject matter in connection with their report on the Partnerships consolidated financial statements for such fiscal years; and there were no reportable events as defined in Item 304(a) (1) (v) of Regulation S-K.
Pursuant to Item 304 (a) (3) of Regulation S-K, the Partnership is required to provide Arthur Andersen with a copy of the foregoing disclosures and to file as an exhibit a letter from Arthur Andersen stating whether it agrees with the statements made in this Item. The Partnership provided Arthur Andersen with a copy of the foregoing disclosures. Arthur Andersen advised the Partnership that it has ceased furnishing such letters. Item 304T (b) (2) of Regulation S-K provides that if an issuer cannot obtain such a letter after reasonable efforts, compliance with Item 304 (a) (3) is not required. After reasonable efforts, the Partnership was not able to obtain such a letter; accordingly, no such letter has been filed herewith.
During the fiscal years ended December 31, 2001 and 2000 and through July 18, 2002, the Partnership did not consult KPMG with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Partnerships consolidated financial statements, or any other matter that was the subject of a disagreement or a reportable event as set forth in Items 304(a) (2) (i) and (ii) of Regulation S-K.
12
Item 9A. 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 annual 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.
13
Item 10. Directors and Executive Officers of the Partnership
Daniel L. Stephenson and Rancon Financial Corporation (RFC) are the General Partner of the Partnership. The executive officer and director of RFC is Daniel L. Stephenson who is Director, President, Chief Executive Officer and Chief Financial Officer.
Mr. Stephenson founded RFC (formerly known as Rancon Corporation) in 1971 for the purpose of establishing a commercial, industrial and residential property syndication, development and brokerage concern. Mr. Stephenson has, from inception, held the position of Director. In addition, Mr. Stephenson was President and Chief Executive Officer of RFC from 1971 to 1986, from August 1991 to September 1992, and from March 31, 1995 to present. Mr. Stephenson is Chairman of the Board of PacWest Group, Inc., a real estate firm which has acquired a portfolio of assets from the Resolution Trust Corporation.
Item 11. Executive Compensation
The Partnership has no executive officers. For information relating to fees, compensation, reimbursement and distributions paid to related parties, reference is made to Item 13 below.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners
No person is known by the Partnership to be the beneficial owner of more than 5% of the Units outstanding.
Security Ownership of Management
Title of Class |
Name of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Class | |||
Units |
Daniel L. Stephenson (I.R.A.) | 4 Units (direct) | * | |||
Units |
Daniel L. Stephenson Family Trust | 100 Units (direct) | * |
* | Less than 1 percent |
Changes in Control
The Limited Partners have no right, power or authority to act for or bind the Partnership. However, the Limited Partners generally have the power to vote upon the following matters affecting the basic structure of the Partnership, passage of each of which requires the approval of Limited Partners holding a majority of the outstanding Units: (i) amendment of the Partnership Agreement; (ii) termination and dissolution of the Partnership; (iii) sale, exchange or pledge of all or substantially all of the assets of the Partnership; (iv) removal of the General Partner or any successor General Partner; (v) election of a new General Partner or General Partner upon the removal, retirement, death, insanity, insolvency, bankruptcy or dissolution of the General Partner or any successor General Partner; and (vi) extension of the term of the Partnership.
Item 13. Certain Relationships and Related Transactions
During the year ended December 31, 2003, the Partnership did not incur any expenses or costs reimbursable to RFC, Mr. Stephenson or any other affiliate of the Partnership.
Item 14. Principal Accountant Fees and Services
The Partnership was billed for $67,500 and $62,300 in 2003 and 2002, respectively for professional services rendered by the principal accountant in connection with the audit of the annual financial statements included on Form 10-K and review of the quarterly financial statements included on Form 10-Q. In 2002, the Partnership was also billed $64,500 for the re-audit of the fiscal years ended December 31, 2001 and 2000.
14
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) | The following documents are filed as part of the report: |
(1) | Financial Statements: |
Consolidated Balance Sheets as of December 31, 2003 and 2002
Consolidated Statements of Operations for the years ended December 31, 2003, 2002 and 2001
Consolidated Statements of Partners Equity for the years ended December 31, 2003, 2002 and 2001
Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001
Notes to Consolidated Financial Statements
(2) | Financial Statement Schedule: |
Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2003 and Notes thereto
(3) | Exhibits: |
(3.1) | Second Amended and Restated Certificate and Agreement of Limited Partnership of the Partnership (included as Exhibit B to the Prospectus dated December 29, 1986, as amended on January 5, 1987, filed pursuant to Rule 424(b), file number 2-90327), is incorporated herein by reference. |
(3.2) | First Amendment to the Second Amended and Restated Agreement and Certificate of Limited Partnership of the Partnership, dated March 11, 1991 (included as Exhibit 3.2 to 10-K dated October 31, 1992, File number 0-14207), is incorporated herein by reference. |
(3.3) | Limited Partnership Agreement of RRF IV Tri-City Limited Partnership, a Delaware limited partnership of which Rancon Realty Fund IV, a California Limited Partnership is the limited partner (filed as Exhibit 3.3 to the Partnerships annual report on Form 10-K for the year ended December 31, 1996), is incorporated herein by reference. |
(10.1) | First Amendment to the Second Amended Management, Administration and Consulting Agreement and amendment thereto for services rendered by Glenborough Corporation, dated August 31, 1998 (filed as Exhibit 10.1 to the Partnerships annual report on Form 10-K for the year ended December 31, 1998), is incorporated herein by reference. |
(10.2) | Promissory note in the amount of $6,400,000, dated April 19, 1996, secured by Deeds of Trust on three of the Partnerships Properties (filed as Exhibit 10.6 to the Partnerships annual report on Form 10-K for the year ended December 31, 1996), is incorporated herein by reference. |
(10.3) | Agreement for Acquisition of Management Interests, dated December 20, 1994 (filed as Exhibit 10.3 to the Partnerships quarterly report on Form 10-Q for the quarter ended September 30, 2003) is incorporated herein by reference. |
(31.1) | Section 302 Certification of Daniel L. Stephenson, Chief Executive Officer and Chief Financial Officer of General Partnership. |
(32.1) | Section 906 Certification of Daniel L. Stephenson, Chief Executive Officer and Chief Financial Officer of General Partnership. |
(b) | Reports on Form 8-K |
None.
15
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: March 30, 2004 |
By: |
/s/ Daniel L. Stephenson | ||||
Daniel L. Stephenson, President | ||||||
Date: March 30, 2004 |
By: |
/s/ Daniel L. Stephenson | ||||
Daniel L. Stephenson, General Partner |
16
AND SCHEDULE
All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
17
The General Partner
RANCON REALTY FUND IV, a California Limited Partnership:
We have audited the accompanying consolidated balance sheets of RANCON REALTY FUND IV, a California Limited Partnership, and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of operations, partners equity, and cash flows for each of the years in the three-year period ended December 31, 2003. In connection with our audits of the consolidated financial statements, we have also audited the related financial statement schedule listed in the accompanying index to the financial statements and schedule. These consolidated financial statements and financial statement schedule are the responsibility of the Partnerships management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of RANCON REALTY FUND IV, a California Limited Partnership, and subsidiaries as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ KPMG LLP |
KPMG LLP |
San Francisco, California
February 4, 2004
18
A CALIFORNIA LIMITED PARTNERSHIP, and SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2003 and 2002
(in thousands, except units outstanding)
2003 |
2002 |
|||||||
Assets |
||||||||
Investments in real estate: |
||||||||
Rental properties |
$ | 42,839 | $ | 42,330 | ||||
Accumulated depreciation |
(15,271 | ) | (14,024 | ) | ||||
Rental properties, net |
27,568 | 28,306 | ||||||
Construction in progress |
1,090 | | ||||||
Land held for development |
703 | 1,214 | ||||||
Total investments in real estate |
29,361 | 29,520 | ||||||
Cash and cash equivalents |
3,312 | 3,764 | ||||||
Accounts receivable |
66 | 246 | ||||||
Deferred costs, net of accumulated amortization of $2,315 and $2,045 at December 31, 2003 and 2002, respectively |
827 | 977 | ||||||
Prepaid expenses and other assets |
1,053 | 991 | ||||||
Total assets |
$ | 34,619 | $ | 35,498 | ||||
Liabilities and Partners Equity |
||||||||
Liabilities: |
||||||||
Notes payable |
$ | 7,782 | $ | 7,970 | ||||
Accounts payable and other liabilities |
241 | 460 | ||||||
Construction costs payable |
146 | | ||||||
Prepaid rent |
58 | | ||||||
Total liabilities |
8,227 | 8,430 | ||||||
Commitments and contingent liabilities (Note 5) |
||||||||
Partners Equity: |
||||||||
General Partner |
(571 | ) | (552 | ) | ||||
Limited partners, 70,239 and 71,546 limited partnership units outstanding at December 31, 2003 and 2002, respectively |
26,963 | 27,620 | ||||||
Total partners equity |
26,392 | 27,068 | ||||||
Total liabilities and partners equity |
$ | 34,619 | $ | 35,498 | ||||
The accompanying notes are an integral part of these consolidated financial statements
19
A CALIFORNIA LIMITED PARTNERSHIP, and SUBSIDIARIES
Consolidated Statements of Operations
For the years ended December 31, 2003, 2002 and 2001
(in thousands, except per unit amounts and units outstanding)
2003 |
2002 |
2001 |
|||||||||
Revenue |
|||||||||||
Rental income |
$ | 7,124 | $ | 6,362 | $ | 6,058 | |||||
Interest and other income |
60 | 74 | 101 | ||||||||
Total revenue |
7,184 | 6,436 | 6,159 | ||||||||
Expenses |
|||||||||||
Operating |
2,541 | 2,499 | 2,419 | ||||||||
Interest expense |
783 | 856 | 1,298 | ||||||||
Depreciation and amortization |
1,416 | 1,387 | 1,341 | ||||||||
Expenses associated with undeveloped land |
283 | 827 | 411 | ||||||||
General and administrative |
1,160 | 1,227 | 1,233 | ||||||||
Total expenses |
6,183 | 6,796 | 6,702 | ||||||||
Income (loss) from continuing operations |
1,001 | (360 | ) | (543 | ) | ||||||
Income from discontinued operations (including gain on sale of real estate of $5,120 in 2002) |
| 5,172 | 271 | ||||||||
Net income (loss) |
$ | 1,001 | $ | 4,812 | $ | (272 | ) | ||||
Basic and diluted net income (loss) per limited partnership unit: |
|||||||||||
Continuing operations |
$ | 12.72 | $ | (4.89 | ) | $ | (7.32 | ) | |||
Discontinued operations |
| 66.76 | 3.66 | ||||||||
Total basic and diluted net income (loss) per limited partnership unit |
$ | 12.72 | $ | 61.87 | $ | (3.66 | ) | ||||
Weighted average number of limited partnership units outstanding during each year |
70,833 | 73,641 | 74,229 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements
20
A CALIFORNIA LIMITED PARTNERSHIP, and SUBSIDIARIES
Consolidated Statements of Partners Equity
For the years ended December 31, 2003, 2002 and 2001
(in thousands)
General Partner |
Limited Partners |
Total |
||||||||||
Balance at December 31, 2000 |
$ | (703 | ) | $ | 26,238 | $ | 25,535 | |||||
Retirement of limited partnership units |
| (170 | ) | (170 | ) | |||||||
Net loss |
| (272 | ) | (272 | ) | |||||||
Distributions ($11.50 per limited partnership unit) |
(95 | ) | (852 | ) | (947 | ) | ||||||
Balance at December 31, 2001 |
(798 | ) | 24,944 | 24,146 | ||||||||
Retirement of limited partnership units |
| (909 | ) | (909 | ) | |||||||
Net income |
256 | 4,556 | 4,812 | |||||||||
Distributions ($13.20 per limited partnership unit) |
(10 | ) | (971 | ) | (981 | ) | ||||||
Balance at December 31, 2002 |
(552 | ) | 27,620 | 27,068 | ||||||||
Retirement of limited partnership units |
| (490 | ) | (490 | ) | |||||||
Net income |
100 | 901 | 1,001 | |||||||||
Distributions ($15.18 per limited partnership unit) |
(119 | ) | (1,068 | ) | (1,187 | ) | ||||||
Balance at December 31, 2003 |
$ | (571 | ) | $ | 26,963 | $ | 26,392 | |||||
The accompanying notes are an integral part of these consolidated financial statements
21
A CALIFORNIA LIMITED PARTNERSHIP, and SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2003, 2002 and 2001
(in thousands)
2003 |
2002 |
2001 |
||||||||||
Cash flows from operating activities: |
||||||||||||
Net income (loss) |
$ | 1,001 | $ | 4,812 | $ | (272 | ) | |||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
||||||||||||
Net gain on sales of real estate |
| (5,120 | ) | | ||||||||
Depreciation and amortization (including discontinued operations) |
1,416 | 1,464 | 1,709 | |||||||||
Amortization of loan fees, included in interest expense (including discontinued operations) |
101 | 102 | 105 | |||||||||
Changes in certain assets and liabilities: |
||||||||||||
Accounts receivable |
180 | (96 | ) | 41 | ||||||||
Deferred costs |
(120 | ) | (146 | ) | (322 | ) | ||||||
Prepaid expenses and other assets |
(62 | ) | 57 | (73 | ) | |||||||
Accounts payable and other liabilities |
(219 | ) | (276 | ) | 28 | |||||||
Prepaid rent |
58 | | | |||||||||
Net cash provided by operating activities |
2,355 | 797 | 1,216 | |||||||||
Cash flows from investing activities: |
||||||||||||
Net proceeds from sales of real estate |
| 8,382 | 179 | |||||||||
Net additions to real estate investments |
(1,088 | ) | (615 | ) | (437 | ) | ||||||
Construction costs payable |
146 | | | |||||||||
Decrease in restricted cash |
| | 284 | |||||||||
Net cash (used for) provided by investing activities |
(942 | ) | 7,767 | 26 | ||||||||
Cash flows from financing activities: |
||||||||||||
Notes payable principal payments |
(188 | ) | (4,372 | ) | (10,409 | ) | ||||||
Proceeds from Line of Credit |
| | 7,200 | |||||||||
Distributions to partners |
(1,187 | ) | (981 | ) | (1,005 | ) | ||||||
Retirement of limited partnership units |
(490 | ) | (909 | ) | (170 | ) | ||||||
Net cash used for financing activities |
(1,865 | ) | (6,262 | ) | (4,384 | ) | ||||||
Net (decrease) increase in cash and cash equivalents |
(452 | ) | 2,302 | (3,142 | ) | |||||||
Cash and cash equivalents at beginning of year |
3,764 | 1,462 | 4,604 | |||||||||
Cash and cash equivalents at end of year |
$ | 3,312 | $ | 3,764 | $ | 1,462 | ||||||
Supplemental disclosure of cash flow information: |
||||||||||||
Cash paid for interest (excluding capitalized interest) |
$ | 711 | $ | 773 | $ | 1,193 | ||||||
Interest capitalized |
$ | 13 | $ | | $ | | ||||||
The accompanying notes are an integral part of these consolidated financial statements
22
A California Limited Partnership, and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2003 and 2002
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 selling real property. The Partnership was organized in 1984 and reached final funding in July 1987. The general partners of the Partnership are Daniel L. Stephenson and Rancon Financial Corp. (RFC) hereinafter referred to as the Sponsor or the General Partner. RFC is wholly-owned by Daniel L. Stephenson. The Partnership has no employees.
In 2003, a total of 1,307 Units were redeemed at an average price of $375. As of December 31, 2003, there were 70,239 Units outstanding.
Allocation of Net Income and Net Loss
Allocations 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.
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.
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 determine in their absolute discretion that it is in the best interests of the Partnership; and (ii) all distributions are subject to the payment 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 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 have received an amount equal to 20 percent of all distributions of cash from sales or refinancing: (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.
23
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2003 and 2002
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 Realty Trust Incorporated (Glenborough).
The Partnership will pay Glenborough for its services as follows: (i) a specified asset administration fee ($654,000, $699,000 and $676,000 in 2003, 2002 and 2001, respectively); (ii) sales fees of 2% for improved properties and 4% for land ( $175,000 and $8,000 in 2002 and 2001, respectively); (iii) a refinancing fee of 1% ($72,000 in 2001) 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. The General Partner has assigned any distributions it receives to Glenborough. Such distributions were $119,000, $10,000 and $95,000 in 2003, 2002 and 2001, respectively. 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 POLICIES
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.
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, 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.
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.
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.
24
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2003 and 2002
Depreciation is provided using the straight line method over useful lives ranging from five to forty years for the respective assets.
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 for further development.
Interest and property taxes related to property constructed by the Partnership are capitalized during periods of construction.
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.
Fair Value of Financial Instruments
For certain financial instruments, including cash and cash equivalents, accounts receivable (included in other assets), accounts payable and accrued liabilities (included in other liabilities), recorded amounts approximate fair value due to the relatively short maturity period. Based on interest rates available to the Partnership for debt with comparable maturities and other terms, the estimated fair value of the Partnerships secured mortgage loans as of December 31, 2003, would be approximately $8,789,000.
Deferred Costs
Deferred loan fees are amortized on a straight-line basis over the life of the related loan, which approximates the interest method, and deferred lease commissions are amortized on a straight-line basis over the initial fixed term of the related lease agreements.
Revenues
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 a contract is in place, a closing has taken place, the buyers 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 from the ongoing operations of the Partnership as a result of the disposal transaction and the Property will not have any significant continuing involvement in the operations of the Partnership after the disposal transaction.
25
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2003 and 2002
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 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 17%, 19% and 20% of rental income for the years ended December 31, 2003, 2002 and 2001, respectively.
New Accounting Pronouncements
In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, which addresses consolidation by business enterprises of variable interest entities (VIEs) either: (1) that do not have sufficient equity investment at risk to permit the entity to finance its activities without additional subordinated financial support, or (2) in which the equity investors lack an essential characteristic of a controlling financial interest. In December 2003, the FASB completed deliberations of proposed modifications to FIN 46 (FIN 46 Revised) resulting in multiple effective dates based on the nature as well as the creation date of the VIE. VIEs created after January 31, 2003, but prior to January 1, 2004, may be accounted for either based on FIN 46 or FIN 46 Revised. However, FIN 46 Revised must be applied no later than the first quarter of fiscal 2004. VIEs created after January 1, 2004 must be accounted for under FIN 46 Revised. Special Purpose Entities (SPEs) created prior to February 1, 2003 may be accounted for under FIN 46 or FIN 46 Reviseds provisions no later than the fourth quarter of fiscal 2003. Non-SPEs created prior to February 1, 2003, should be accounted for under FIN 46 Reviseds provisions no later than the first quarter of fiscal 2004. The Partnership has not entered into any arrangements which are considered SPEs. FIN 46 Revised 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 Revised are effective for all financial statements initially issued after December 31, 2003. The adoption of FIN 46 will not have a material impact on the financial statements of the Partnership.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This statement establishes standards for the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. This statement is effective for financial instruments entered into or modified after May 31, 2003 and, otherwise, is effective at the beginning of the first interim period beginning after June 15, 2003. Certain provisions have been deferred indefinitely by the FASB under FSP 150-3. This standard did not have a material impact on the Partnerships financial position or results of operatio
Note 3. INVESTMENTS IN REAL ESTATE
Rental properties consisted of the following at December 31, 2003 and 2002 (in thousands):
2003 |
2002 |
|||||||
Land |
$ | 4,236 | $ | 4,236 | ||||
Buildings |
28,375 | 28,369 | ||||||
Leasehold and other improvements |
10,228 | 9,725 | ||||||
42,839 | 42,330 | |||||||
Less: accumulated depreciation |
(15,271 | ) | (14,024 | ) | ||||
Total rental properties, net |
$ | 27,568 | $ | 28,306 | ||||
At December 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.
26
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2003 and 2002
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 also made distributions to the Partners of $981,000, with the remaining cash added to the Partnerships 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, 2002, net income and gain or loss on sales of real estate for properties sold or classified as held for sale subsequent to December 31, 2002 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 through its disposition date (dollars in thousands):
Years ended December 31, | ||||||
2002(1) |
2001 | |||||
Rental income |
$ | 267 | $ | 1,235 | ||
Operating expenses |
139 | 596 | ||||
Depreciation and amortization |
76 | 368 | ||||
Total expenses |
215 | 964 | ||||
Income before net gain on sale of real state |
52 | 271 | ||||
Net gain on sales of real estate |
5,120 | | ||||
Discontinued operations |
$ | 5,172 | $ | 271 | ||
(1) | Reflects 2002 operations through date of sale. |
Construction in progress consisted of the following at December 31, 2003 and 2002 (in thousands):
2003 |
2002 | |||||
Tri-City Corporate Centre, San Bernardino, CA (approximately 1 acre of land with a cost basis of $511,000) |
$ | 1,090 | $ | | ||
Construction in progress increased primarily due to the transfer of land held for development at Vanderbilt Plaza to construction in progress in 2003.
The one-acre land parcel, known as Vanderbilt Plaza, is currently under construction. The construction started in September 2003, and is estimated to be completed in late 2004. The estimated construction cost for this 120,000 square foot four-story office building is approximately $10,000,000. The Partnership is currently negotiating with the lender to extend the Partnerships line of credit for another two years, and increase the availability of the Partnerships line of credit to meet the funding for this construction cost. As of December 31, 2003, the total construction cost was $579,000.
Land held for development consists of the following at December 31, 2003 and 2002 (in thousands):
2003 |
2002 | |||||
Tri-City Corporate Centre, San Bernadino, CA (21.5 and 22.5 acres in 2003 and 2002, respectively) |
$ | 703 | $ | 1,214 | ||
Land held for development decreased primarily due to the transfer of Vanderbilt Plaza to construction in progress.
27
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2003 and 2002
Note 4. NOTES PAYABLE
Notes payable as of December 31, 2003 and 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 May1, 2006, is a 10-year, 8.744% fixed rate loan with a 25-year amortization requiring monthly payments of principal and interest totaling $53. |
$ | 5,722 | $ | 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. |
2,060 | 2,113 | ||||
Total notes payable |
$ | 7,782 | $ | 7,970 | ||
Both loans may be prepaid with a penalty based on a yield maintenance formula. There is no prepayment penalty if the loan is repaid within six months of the maturity date.
The Partnership has a line of credit with a total availability of $7.2 million. The line of credit is secured by first deeds of trust on Inland Regional Center, Circuit City and TGI Fridays, requires monthly interest-only payments, carries a variable interest rate of Prime Rate (4% as of December 31, 2003), and has a maturity date of April 15, 2004. Currently, there is $0 drawn on this line of credit (as discussed in Note 3 above). The Partnership is currently negotiating with the lender to extend the Partnerships line of credit for another two years, and increase the availability of the Partnerships line of credit to meet the funding for the construction cost at Vanderbilt Plaza which is approximately $10,000,000. As of December 31, 2003, the total construction cost was $579,000. The construction started in September 2003, and is estimated to be completed in late 2004.
The annual maturities of the Partnerships notes payable subsequent to December 31, 2003 are as follows (in thousands):
2004 |
$ | 205 | |
2005 |
2,160 | ||
2006 |
5,417 | ||
Total |
$ | 7,782 | |
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 consolidated 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 Regional Water Quality Control Board (RWQCB). Under an Access Agreement with the Partnership, methane monitoring is handled directly by the City. The City must submit to the RWQCB a final plan for both the cover improvements to the landfill and a gas collection system installation. This was due in January 2004. Also, in 2003 the County of San Bernardino Local Enforcement Agency (LEA) issued a tentative Notice and Order of Compliance directing the City to install gas collection systems. There is no immediate requirement to conduct clean closure of the site, and the Partnership is working directly with the City on the details of their plan with the RWQCB and the County. However, no assurance can be made that circumstances will not arise which could impact the Partnerships responsibility related to the land. At this time, the Partnership believes that developing of this land is not practical.
General Uninsured Losses
The Partnership carries property and liability insurance with respect to the properties. This coverage has policy specification and insured limits customarily carried for similar properties. However, certain types of losses (such as from earthquakes and floods)
28
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2003 and 2002
may be either uninsurable or not economically insurable. Should the properties sustain damage as a result of an earthquake or flood, the Partnership may incur losses due to insurance deductibles, co-payments on insured losses or uninsured losses. Additionally, the Partnership has elected to obtain insurance coverage for certified acts of terrorism as defined in the Terrorism Risk Insurance Act of 2002; however, our policies of insurance may not provide coverage for other acts of terrorism. Any losses from such other acts of terrorism might be uninsured. Should an uninsured loss occur, the Partnership could lose some or all of its capital investment, cash flow and anticipated profits related to the properties.
Other Matters
The Partnership is contingently liable for subordinated real estate commissions payable to the Sponsors in the aggregate amount of $643,000 at December 31, 2003, for sales that were completed 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 12% 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.
Note 6. LEASES
The Partnerships rental properties are leased under non-cancelable operating leases that expire at various dates through January 2018. In addition to monthly base rents, several of the leases provide for additional rents based upon a percentage of sales levels attained by the tenants. Future minimum rents under non-cancelable operating leases as of December 31, 2003 are as follows (in thousands):
2004 |
$ | 5,895 | |
2005 |
5,099 | ||
2006 |
4,307 | ||
2007 |
4,118 | ||
2008 |
3,771 | ||
Thereafter |
8,902 | ||
Total |
$ | 32,092 | |
In addition to minimum rental payments, certain tenants pay reimbursements for their pro rata share of specified operating expenses, which amounted to $1,281,000, $919,000 and $723,000 for the years ended December 31, 2003, 2002, and 2001, respectively. These amounts are included as rental income in the accompanying consolidated statements of operations.
Note 7. TAXABLE INCOME (LOSS)
The Partnerships tax returns, the qualification of the Partnership as a partnership for federal income tax purposes, and the amount of reported income or loss are subject to examination by federal and state taxing authorities. If such examinations result in changes to the Partnerships taxable income or loss, the tax liability of the partners could change accordingly.
The following is a reconciliation for the years ended December 31, 2003, 2002 and 2001 of the net income (loss) for financial reporting purposes to the estimated taxable income (loss) determined in accordance with accounting practices used in preparation of federal income tax returns (in thousands):
2003 |
2002 |
2001 |
|||||||||
Net income (loss) as reported in the accompanying consolidated financial statements |
$ | 1,001 | $ | 4,812 | $ | (272 | ) | ||||
Financial reporting depreciation in excess of tax reporting depreciation* |
230 | 130 | 166 | ||||||||
Gain on sale of property in excess of recognized gain for tax reporting* |
| (2,115 | ) | (226 | ) | ||||||
Property taxes capitalized for tax reporting* |
81 | 207 | 206 | ||||||||
Expenses of undeveloped land capitalized for tax* |
| 827 | 411 | ||||||||
Operating expenses reported in a different period for financial reporting than for income tax reporting, net* |
522 | (1,414 | ) | (172 | ) | ||||||
Net income (loss) for federal income purposes* |
$ | 1,834 | $ | 2,447 | $ | (113 | ) | ||||
29
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2003 and 2002
The following is a reconciliation of partners equity for financial reporting purposes to estimated partners capital for federal income tax purposes as of December 31, 2003 and 2002 (in thousands):
2003 |
2002 |
|||||||
Partners equity as reported in the accompanying consolidated financial statements* |
$ | 26,392 | $ | 27,068 | ||||
Cumulative provision for impairment of investments in real estate |
9,675 | 9,675 | ||||||
Tax basis adjustment from partner redemption* |
(2,081 | ) | (2,081 | ) | ||||
Tax basis investment in Partnership* |
5,538 | 6,013 | ||||||
Financial reporting depreciation in excess of tax reporting depreciation* |
4,172 | 3,944 | ||||||
Net difference in capitalized costs of development* |
1,366 | 1,360 | ||||||
Syndication costs* |
314 | 314 | ||||||
Operating expenses recognized in a different period for financial reporting than for income tax reporting, net* |
(3,422 | ) | (4,496 | ) | ||||
Partners capital for federal income tax purposes* |
$ | 41,954 | $ | 41,797 | ||||
* | Unaudited |
Note 8. UNAUDITED QUARTERLY RESULTS OF OPERATIONS
The following represents an unaudited summary of quarterly results of operations for the years ended December 31, 2003 and 2002 (in thousands, except for per unit amounts and units outstanding):
Quarter Ended (unaudited) | ||||||||||||
March 31, 2003 |
June 30, 2003 |
Sept 30, 2003 |
Dec 31, 2003 | |||||||||
Revenues |
||||||||||||
Rental income |
$ | 1,639 | $ | 1,931 | $ | 1,714 | $ | 1,840 | ||||
Interest and other income |
12 | 16 | 16 | 16 | ||||||||
Total revenues |
1,651 | 1,947 | 1,730 | 1,856 | ||||||||
Expenses |
||||||||||||
Operating |
632 | 625 | 695 | 589 | ||||||||
Interest expense |
201 | 199 | 196 | 187 | ||||||||
Depreciation and amortization |
335 | 343 | 362 | 376 | ||||||||
Expenses associated with undeveloped land |
77 | 77 | 66 | 63 | ||||||||
General and administrative |
267 | 294 | 297 | 302 | ||||||||
Total expenses |
1,512 | 1,538 | 1,616 | 1,517 | ||||||||
Net income |
$ | 139 | $ | 409 | $ | 114 | $ | 339 | ||||
Basic and diluted net income per limited partnership unit: |
$ | 1.75 | $ | 5.18 | $ | 1.47 | $ | 4.32 | ||||
Weighted average number of limited partnership units outstanding during each period |
71,402 | 71,050 | 70,569 | 70,312 | ||||||||
30
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2003 and 2002
Quarter Ended (unaudited) | |||||||||||||||
March 31, 2002 |
June 30, 2002 |
Sept 30, 2002 |
Dec 31, 2002 | ||||||||||||
Revenues |
|||||||||||||||
Rental income |
$ | 1,472 | $ | 1,692 | $ | 1,517 | $ | 1,681 | |||||||
Interest and other income |
4 | 25 | 25 | 20 | |||||||||||
Total revenues |
1,476 | 1,717 | 1,542 | 1,701 | |||||||||||
Expenses |
|||||||||||||||
Operating |
577 | 603 | 685 | 634 | |||||||||||
Interest expense |
248 | 204 | 203 | 201 | |||||||||||
Depreciation and amortization |
348 | 348 | 346 | 345 | |||||||||||
Expenses associated with undeveloped land |
109 | 570 | 108 | 40 | |||||||||||
General and administrative |
234 | 360 | 272 | 361 | |||||||||||
Total expenses |
1,516 | 2,085 | 1,614 | 1,581 | |||||||||||
Income (loss) from continuing operations |
$ | (40 | ) | $ | (368 | ) | $ | (72 | ) | $ | 120 | ||||
Income (loss) from discontinued operations (including gain on sale of real estate of $5,120 in Q1 2002) |
5,192 | (20 | ) | | | ||||||||||
Net income (loss) |
$ | 5,152 | $ | (388 | ) | $ | (72 | ) | $ | 120 | |||||
Basic and diluted net income (loss) per limited partnership unit: |
|||||||||||||||
Continuing operations |
$ | (0.54 | ) | $ | (4.98 | ) | $ | (0.93 | ) | $ | 1.56 | ||||
Discontinued operations |
66.67 | (0.18 | ) | | 0.27 | ||||||||||
Total basic and diluted net income (loss) per limited partnership unit |
$ | 66.13 | $ | (5.16 | ) | $ | (0.93 | ) | $ | 1.83 | |||||
Weighted average number of limited partnership units outstanding during each period |
73,991 | 73,897 | 73,749 | 72,926 | |||||||||||
Note 9. SUBSEQUENT EVENTS
In January 22, 2004, the Partnership entered into a contract with an unaffiliated entity for the sale of 2 lots totaling approximately 5.5 acres for a price of $1,929,500. The two lots are known as Brier Business Center I and Brier Plaza. The closing date is estimated to be April 6, 2004.
31
A CALIFORNIA LIMITED PARTNERSHIP, AND SUBSIDIARIES
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2003
(in thousands)
COLUMN A |
COLUMN B |
COLUMN C |
COLUMN D |
COLUMN E |
COLUMN F |
COLUMN G |
COLUMN H |
COLUMN I | |||||||||||||||||||||||||||||||
Initial Cost to Partnership |
Cost Capitalized Subsequent to Acquisition |
Gross Amount Carried at December 31, 2003 |
|||||||||||||||||||||||||||||||||||||
Description |
Encum- brances |
Land |
Buildings ments |
Improve- ments |
Carrying Cost |
Land |
Buildings ments |
(a) Total |
Accum- ulated ciation |
Date Construction Began |
Date Acquired |
Life Depreciated Over | |||||||||||||||||||||||||||
Rental Properties: |
|||||||||||||||||||||||||||||||||||||||
Commercial Office Complexes, San Bernardino County, CA: |
|||||||||||||||||||||||||||||||||||||||
One Vanderbilt |
$ | 2,060 | $ | 572 | $ | | $ | 10,062 | $ | | $ | 572 | $ | 10,062 | $ | 10,634 | $ | 6,114 | 11/30/85 | 11/06/84 | 3-40 yrs. | ||||||||||||||||||
Carnegie Business Center I |
(b) | 380 | | 5,573 | | 380 | 5,573 | 5,953 | 3,394 | 7/31/86 | 11/06/84 | 3-40 yrs. | |||||||||||||||||||||||||||
Inland Regional Center |
| 608 | | 7,901 | | 946 | 7,563 | 8,509 | 1,452 | 1/96 | 6/26/87 | 10-40 yrs. | |||||||||||||||||||||||||||
Provision for impairment of real estate |
| | | (1,678 | ) | | (196 | ) | (1,482 | ) | (1,678 | ) | | ||||||||||||||||||||||||||
2,060 | 1,560 | | 21,858 | | 1,702 | 21,716 | 23,418 | 10,960 | |||||||||||||||||||||||||||||||
Commercial Retail Space, San Bernardino County, CA: |
|||||||||||||||||||||||||||||||||||||||
Service Retail Center |
(b) | 300 | | 1,884 | | 300 | 1,884 | 2,184 | 908 | 7/31/86 | 11/06/84 | 3-40 yrs. | |||||||||||||||||||||||||||
Provision for impairment of real estate |
| | | (250 | ) | | (41 | ) | (209 | ) | (250 | ) | | ||||||||||||||||||||||||||
Promo Retail |
(b) | 811 | | 5,991 | | 811 | 5,991 | 6,802 | 1,550 | 2/01/93 | 11/06/84 | 10-40 yrs. | |||||||||||||||||||||||||||
Provision for impairment of real estate |
| | | (119 | ) | | (7 | ) | (112 | ) | (119 | ) | | ||||||||||||||||||||||||||
TGI Fridays |
| 181 | 1,624 | | 181 | 1,624 | 1,805 | 277 | N/A | 2/28/97 | 40 yrs. | ||||||||||||||||||||||||||||
Circuit City |
| 284 | | 3,597 | | 454 | 3,427 | 3,881 | 883 | 7/96 | 11/06/84 | 20-40 yrs. | |||||||||||||||||||||||||||
Office Max |
| 324 | 2,045 | (53 | ) | | 276 | 2,040 | 2,316 | 349 | 7/98 | 11/06/84 | 40 yrs. | ||||||||||||||||||||||||||
Mimis Café |
| 149 | 675 | 66 | | 154 | 736 | 890 | 123 | 7/98 | 11/06/84 | 40 yrs. | |||||||||||||||||||||||||||
Palm Court Retail #1 |
| 194 | 617 | 114 | | 194 | 731 | 925 | 99 | 7/98 | 11/06/84 | 40 yrs. | |||||||||||||||||||||||||||
Palm Court Retail #2 |
| 212 | 636 | 139 | | 212 | 775 | 987 | 122 | 7/98 | 11/06/84 | 40 yrs. | |||||||||||||||||||||||||||
5,722 | 2,455 | 5,597 | 11,369 | | 2,534 | 16,887 | 19,421 | 4,311 | |||||||||||||||||||||||||||||||
Construction in progress: |
|||||||||||||||||||||||||||||||||||||||
San Bernardino County, CA: |
|||||||||||||||||||||||||||||||||||||||
1 acre - Tri-City |
| 511 | | 579 | | 1,090 | | 1,090 | | 11/03 | 11/06/84 | N/A | |||||||||||||||||||||||||||
| 511 | | 579 | | 1,090 | | 1,090 | | |||||||||||||||||||||||||||||||
Land Held for Development: |
|||||||||||||||||||||||||||||||||||||||
San Bernardino County, CA: |
|||||||||||||||||||||||||||||||||||||||
21.5 acres - Tri-City |
| 3,675 | | 4,656 | | 8,331 | | 8,331 | | N/A | 11/06/84 | N/A | |||||||||||||||||||||||||||
Provision for impairment of real estate |
| (2,972 | ) | | (4,656 | ) | | (7,628 | ) | | (7,628 | ) | | ||||||||||||||||||||||||||
| 703 | | | | 703 | | 703 | | |||||||||||||||||||||||||||||||
$ | 7,782 | $ | 5,229 | $ | 5,597 | $ | 33,806 | $ | | $ | 6,029 | $ | 38,603 | $ | 44,632 | $ | 15,271 | ||||||||||||||||||||||
(a) | The aggregate cost of land and buildings for federal income tax purposes is $ 56,561 (unaudited). |
(b) | Service Retail Centre, Carnegie Business Center I and Promotional Retail Center are collateral for debt in the aggregate amount of $5,723 |
(continued)
32
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP, AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
(in thousands)
Reconciliation of gross amount at which real estate was carried for the years ended December 31, 2003, 2002 and 2001:
2003 |
2002 |
2001 |
|||||||||
Investments in real estate |
|||||||||||
Balance at beginning of year |
$ | 43,544 | $ | 50,558 | $ | 50,300 | |||||
Additions during year: |
|||||||||||
Purchases and improvements |
1,088 | 615 | 437 | ||||||||
Sales of real estate |
| (7,629 | ) | (179 | ) | ||||||
Balance at end of year |
$ | 44,632 | $ | 43,544 | $ | 50,558 | |||||
Accumulated depreciation |
|||||||||||
Balance at beginning of year |
$ | 14,024 | $ | 17,117 | $ | 15,644 | |||||
Additions charged to expense |
1,247 | 1,278 | 1,473 | ||||||||
Sales of real estate |
| (4,371 | ) | | |||||||
Balance at end of year |
$ | 15,271 | $ | 14,024 | $ | 17,117 | |||||
See accompanying independent auditors report.
33
EXHIBIT INDEX
Exhibit No. |
Exhibit Title | |
(3.1) | Second Amended and Restated Certificate and Agreement of Limited Partnership of the Partnership (included as Exhibit B to the Prospectus dated December 29, 1986, as amended on January 5, 1987, filed pursuant to Rule 424(b), file number 2-90327), is incorporated herein by reference. | |
(3.2) | First Amendment to the Second Amended and Restated Agreement and Certificate of Limited Partnership of the Partnership, dated March 11, 1991 (included as Exhibit 3.2 to 10-K dated October 31, 1992, File number 0-14207), is incorporated herein by reference. | |
(3.3) | Limited Partnership Agreement of RRF IV Tri-City Limited Partnership, a Delaware limited partnership of which Rancon Realty Fund IV, a California Limited Partnership is the limited partner (filed as Exhibit 3.3 to the Partnerships annual report on Form 10-K for the year ended December 31, 1996), is incorporated herein by reference. | |
(10.1) | First Amendment to the Second Amended Management, Administration and Consulting Agreement and amendment thereto for services rendered by Glenborough Corporation, dated August 31, 1998 (filed as Exhibit 10.1 to the Partnerships annual report on Form 10-K for the year ended December 31, 1998), is incorporated herein by reference. | |
(10.2) | Promissory note in the amount of $6,400,000, dated April 19, 1996, secured by Deeds of Trust on three of the Partnerships Properties (filed as Exhibit 10.6 to the Partnerships annual report on Form 10-K for the year ended December 31, 1996), is incorporated herein by reference. | |
(10.3) | Agreement for Acquisition of Management Interests, dated December 20, 1994 (filed as Exhibit 10.3 to the Partnerships quarterly report on Form 10-Q for the period ended September 30, 2003), is incorporated herein by reference. | |
(31.1) | Section 302 Certification of Daniel L. Stephenson, Chief Executive Officer and Chief Financial Officer of General Partnership. | |
(32.1) | Section 906 Certification of Daniel L. Stephenson, Chief Executive Officer and Chief Financial Officer of General Partnership. |
34