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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-K

 


x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the year ended December 31, 2004

 

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)

 

Partnership’s telephone number, including area code (650) 343-9300

 


 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Units of Limited Partnership Interest

(Title of class)

 


 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    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 36.

 



Table of Contents

INDEX

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 Partnership’s Common Stock and Related Stockholder Matters    7
Item 6.   Selected Financial Data    8
Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations    8
Item 7A.   Qualitative and Quantitative Disclosures about Market Risk    15
Item 8.   Financial Statements and Supplementary Data    15
Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    15
Item 9A.   Controls and Procedures    15
    PART III     
Item 10.   Directors and Executive Officers of the Partnership    16
Item 11.   Executive Compensation    16
Item 12.   Security Ownership of Certain Beneficial Owners and Management    16
Item 13.   Certain Relationships and Related Transactions    16
Item 14.   Principal Accountant Fees and Services    16
    PART IV     
Item 15.   Exhibits, Financial Statement Schedules and Reports on Form 8-K    17
    SIGNATURES    18

 

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Table of Contents

Part I

 

Item 1. Business

 

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 Partnership’s 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, one industrial property, and eight commercial properties. In 2002, one office building was sold. The Partnership’s properties are more fully described in Item 2.

 

As of December 31, 2004, the Partnership owned eleven rental properties, approximately one acre of land which is under construction, and approximately 16 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 RRF 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 RRF 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 2003, a total of 1,307 Units were redeemed at an average price of $375. In 2004, a total of 1,285 Units were redeemed at an average price of $437. As of December 31, 2004, there were 68,954 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 Partnership’s properties doing business on a significant scale in the local market. Management believes that characteristics influencing the competitiveness of a real estate project include the geographic location of the property, the professionalism of the property manager, the maintenance and appearance of the property and rental rates, 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 include 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 Partnership’s properties are competitive with comparable properties as to those factors within the Partnership’s control, over-building and other external factors could adversely affect the ability of the Partnership to attract and retain tenants. The marketability of the properties may also be affected (either positively or negatively) by these factors as well as by changes in general or local economic conditions, including prevailing interest rates. Depending on market and economic conditions, the Partnership may be required to retain ownership of its properties for periods longer than anticipated, 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 Partnership’s practice is to maintain cash reserves for normal repairs, replacements, working capital and other contingencies. The Partnership knows of no statistical information which allows comparison of its cash reserves to those of its competitors.

 

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. 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 a Limited Access Agreement with the Partnership, methane monitoring is handled directly by the City. Although there is no requirement by the RWQCB or the County for Clean Closure which would include removal of all landfill, the City is required to place both a “Cover Improvement System” and a “Gas Extraction System” at the site. The City started the installation of the Cover Improvement System in October 2004. The schedule has been delayed due to the weather conditions since December 2004. Currently, approximately 42% of the work has been completed. The estimated completion date is sometime during the second quarter of 2005. The City was directed by the County of San Bernardino Local Enforcement Agency under a Notice and Order of Compliance to install the Gas Extraction System after the Cover Improvement System is in place. No assurance can be made that circumstances will not arise which could impact the Partnership’s responsibility related to the land. At this time, the Partnership believes that development of this land is not practical.

 

 

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Table of Contents

Item 2. Properties

 

Tri-City Corporate Centre

 

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.

 

The Inland Empire is generally broken down into two major markets, Inland Empire East and Inland Empire West. Tri-City 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 11% as of December 31, 2004, according to research conducted by an independent broker.

 

Within the Tri-City at December 31, 2004, the Partnership has approximately 155,000 square feet of office space with no vacancy, approximately 178,000 square feet of retail space with an average vacancy rate of 0.7%, and approximately 62,000 square feet of R & D space with no vacancy.

 

Tri-City Properties

 

The Partnership’s improved properties in the Tri-City are as follows:

 

Property


  

Type


   Square Footage

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 Friday’s

   Restaurant    9,386

Circuit City

   Retail building    39,123

Office Max

   Retail building    23,500

Mimi’s 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.

 

Occupancy rates for the Partnership’s Tri-City buildings for each of the five years ended December 31, 2004, expressed as a percentage of the total net rentable square feet were as follows:

 

     2004

    2003

    2002

    2001

    2000

 

One Vanderbilt

   100 %   95 %   98 %   76 %   88 %

Carnegie Business Center I

   100 %   100 %   100 %   97 %   85 %

Service Retail Center

   94 %   93 %   93 %   93 %   100 %

Promotional Retail Center

   100 %   100 %   100 %   100 %   100 %

Inland Regional Center

   100 %   100 %   100 %   100 %   100 %

TGI Friday’s

   100 %   100 %   100 %   100 %   100 %

Circuit City

   100 %   100 %   100 %   100 %   100 %

Office Max

   100 %   100 %   100 %   100 %   100 %

Mimi’s Café

   100 %   100 %   100 %   100 %   100 %

Palm Court Retail #1

   100 %   100 %   100 %   60 %   30 %

Palm Court Retail #2

   100 %   100 %   100 %   100 %   N/A  

Weighted average occupancy

   99 %   99 %   99 %   94 %   94 %

 

In 2004, management renewed seven leases totaling 12,348 square feet, and executed three new leases totaling 27,638 square feet. During 2005, there were eight leases totaling 53,458 square feet that were due to expire. Seven tenants with 46,413 total square feet of leased space have extended their leases beyond 2005. One tenant with 7,045 square feet of space has indicated that they will renew their lease. Terms and conditions are being negotiated.

 

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The annual effective rents per square foot for each of the five years ended December 31, 2004 were as follows:

 

     2004

   2003

   2002

   2001

   2000

One Vanderbilt

   $ 20.71    $ 19.36    $ 17.43    $ 18.18    $ 18.51

Carnegie Business Center I

   $ 12.34    $ 11.98    $ 11.65    $ 11.31    $ 10.49

Service Retail Center

   $ 17.79    $ 17.22    $ 17.45    $ 17.03    $ 16.54

Promotional Retail Center

   $ 11.67    $ 11.42    $ 11.03    $ 11.00    $ 10.74

Inland Regional Center

   $ 16.22    $ 15.30    $ 15.30    $ 15.30    $ 14.43

TGI Friday’s

   $ 19.18    $ 19.18    $ 19.18    $ 19.18    $ 19.18

Circuit City

   $ 14.81    $ 14.72    $ 13.38    $ 13.38    $ 13.38

Office Max

   $ 12.34    $ 12.34    $ 11.75    $ 11.75    $ 11.75

Mimi’s Café

   $ 14.81    $ 13.17    $ 13.17    $ 13.17    $ 13.17

Palm Court Retail #1

   $ 22.35    $ 22.11    $ 21.87    $ 23.25    $ 23.00

Palm Court Retail #2

   $ 24.26    $ 23.55    $ 22.87    $ 22.20      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.

 

The Partnership’s Tri-City properties had the following tenants which occupied a significant portion of the net rentable square footage as of December 31, 2004:

 

     (i)   (ii)   (iii)   (iv)   (v)   (vi)   (vii)   (viii)   (ix)

Tenant

   ITT
Educational
Center
  CountryWide
Home Loan
  Comp
USA
  Fidelity
National
Title
  PetsMart   Inland
Regional
Center
  The
University
Of
Phoenix,
Inc.
  Office
Max
  Circuit
City

Building

   Carnegie
Business
Center I
  One
Vanderbilt
  Promotional
Retail
Center
  One
Vanderbilt
  Promotional
Retail
Center
  Inland
Regional
Center
  One
Vanderbilt
  Office
Max
  Circuit
City

Nature of

Business

   Educational
Services
  Mortgage
Company
  Computer
Retail
  Title
Company
  Pet Retail   Social
Services
  Educational
Facility
  Supplies
Retail
  Electronics
Retail

Lease Term

   12 years   3 years   10 years   5 years   15 years   13 years   10 years   15 years   20 years
Expiration Date    12/31/04   8/31/08   8/31/08   8/31/08   1/10/09   7/16/09   8/31/09   10/31/13   1/13/18

Square Feet

   39,380   19,522   23,000   19,493   25,015   81,079   22,645   23,500   39,123

% of rentable

total

   8%   5%   5%   5%   5%   12%   6%   5%   8%

Annual Rent

   $474,000   $427,000   $250,000   $403,000   $275,000   $1,315,000   $448,000   $290,000   $576,000

Future Rent

Increases

   N/A   3% annually   N/A   3% annually   5% in 2004   6% every
2.5 years
  3%
annually
  5%in
2008
  Lesser of
10% or 5
yr.CPI
every
5-years
during
lease term

Renewal Options

   See below   One 2-year
option
  Two 5-year
options
  One
5-year
option
  One
5-year
option
  Four 5-
year
options
  N/A   Four
5-year
options
  Four
5-year
options

 

In April 2004, ITT Education Center purchased two unimproved lots known as Brier Business Center I and Brier Plaza from the Partnership. At the end of their lease term, ITT vacated their space in Carnegie Business Center I and moved to a new building constructed on the land purchased from the Partnership. Management is actively marketing this office space at Carnegie Business Center I to minimize the risk of an extended vacancy period.

 

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Table of Contents

The Partnership’s Tri-City Properties are owned by the Partnership, in fee, subject to the following first deeds of trust as of December 31, 2004:

 

Security


  

Service Retail Center,

Carnegie Business Center,
Promotional Retail Center


 

IRC,

Circuit City,

TGI Friday’s


Form of debt

   Note payable   Line of credit

Outstanding balance

   $5,576,000   $7,660,000

Interest Rate

   8.74%   Prime rate

Monthly payment

   $53,413   Interest only

Maturity date

   5/1/06   4/15/07

 

The note payable may be prepaid with a penalty based on a yield maintenance formula. There are no prepayment penalties if the note is repaid within six months of the maturity dates. The prepayment penalty period ends on November 1, 2005.

 

In April 2004, the maturity date on the Partnership’s line of credit was extended for three years to April 15, 2007, and the credit availability was increased to $11,400,000 from $7,200,000 to provide the funding for the construction costs at Vanderbilt Plaza.

 

Tri-City Land

 

At the beginning of 2004, the Partnership owned approximately 21.5 acres of land. In August 2003, construction commenced on an approximately one-acre parcel, and the core and shell of the building was completed in September 2004. Approximately 5.5 acres were sold in April 2004. The remaining 16 acres are undeveloped.

 

On January 22, 2004, the Partnership entered into a contract with ITT Educational Center, a tenant located at Carnegie Business Center I, for the sale of two 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. On April 19, 2004, the sale closed and generated net proceeds of approximately $1,778,000, and a gain on sale of approximately $1,347,000. The Partnership added the proceeds to its cash reserves for the development of Vanderbilt Plaza. ITT Educational Center is not an affiliate of the Partnership.

 

As of December 31, 2004, the Partnership owns approximately 16 acres of land held for development. Approximately 15 acres are part of a landfill monitoring program handled by the City of San Bernardino (as discussed below). As a result, at this time the Partnership believes that development of this landfill is not practical. The remaining one-acre is currently undeveloped. Occupancies and rental rates in the Tri-City market remain consistently high. The Partnership intends to develop more properties on the remaining one-acre of unimproved land to generate more operating income for the Partnership in this fast-growing market

 

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. 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 a Limited Access Agreement with the Partnership, methane monitoring is handled directly by the City. Although there is no requirement by the RWQCB or the County for Clean Closure which would include removal of all landfill, the City is required to place both a “Cover Improvement System” and a “Gas Extraction System” at the site. The City started the installation of the Cover Improvement System in October 2004. The schedule has been delayed due to the weather conditions since December 2004. Currently, approximately 42% of the work has been completed. The estimated completion date is sometime during the second quarter of 2005. The City was directed by the County of San Bernardino Local Enforcement Agency under a Notice and Order of Compliance to install the Gas Extraction System after the Cover Improvement System is in place. No assurance can be made that circumstances will not arise which could impact the Partnership’s responsibility related to the land. At this time, the Partnership believes that development of this land is not practical.

 

Item 3. Legal Proceedings

 

Certain claims and lawsuits have arisen against the Partnership in its normal course of business. The Partnership believes that such claims and lawsuits will not in the future have a material adverse effect on the Partnership’s financial position, cash flow or results of operations.

 

Item 4. Submission of Matters to a Vote of Security Holders

 

None.

 

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Table of Contents

Part II

 

Item 5. Market for Partnership’s Common Equity and Related Stockholder Matters

 

Market Information

 

There is no established trading market for the Units issued by the Partnership.

 

Holders

 

As of December 31, 2004, there were 8,421 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 redemption 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 2004, the Partnership distributed from operations $1,227,000 to the Limited Partners and distributed and accrued $184,000 for General Partner.

 

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, respectively.

 

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Table of Contents

Item 6. Selected Financial Data

 

The following is selected financial data for each of the five years ended December 31, 2004 (in thousands, except per Unit data):

 

     2004

   2003

   2002

    2001

    2000

 

Rental income

   $ 7,045    $ 7,124    $ 6,362     $ 6,058     $ 5,774  

Gain (loss) on sale of land

   $ 1,347    $ —      $ —       $ —       $ (23 )

Provision for impairment of real estate investments

   $ —      $ —      $ —       $ —       $ (40 )

Income (loss) from continuing operations

   $ 2,374    $ 1,001    $ (360 )   $ (543 )   $ (675 )

Income (loss) from discontinued operations

   $ —      $ —      $ 5,172     $ 271     $ 323  

Net income (loss )

   $ 2,374    $ 1,001    $ 4,812     $ (272 )   $ (352 )

Net income (loss) allocable to Limited Partners

   $ 2,202    $ 901    $ 4,556     $ (272 )   $ (352 )

Net income (loss) per Unit

   $ 31.65    $ 12.72    $ 61.87     $ (3.66 )   $ (4.60 )

Total assets

   $ 40,560    $ 34,619    $ 35,498     $ 37,224     $ 41,852  

Long-term obligations

   $ 13,236    $ 7,782    $ 7,970     $ 12,342     $ 15,551  

Cash distributions per Unit

   $ 17.68    $ 15.18    $ 13.20     $ 11.50     $ 10.00  

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion should be read in conjunction with the financial statements and the notes thereto included in Item 15 of Part IV.

 

Results Of Operations

 

Comparison of the year ended December 31, 2004 to the year ended December 31, 2003

 

Revenue

 

Rental income for the year ended December 31, 2004 decreased $79,000, compared to the year ended December 31, 2003, primarily due to refunds to tenants for the 2003 operating expense reconciliations completed in 2004.

 

Occupancy rates at the Partnership’s Tri-City properties at the end of each of the five years ended December 31, 2004 were as follows:

 

     2004

    2003

    2002

    2001

    2000

 

One Vanderbilt

   100 %   95 %   99 %   76 %   88 %

Carnegie Business Center I

   100 %   100 %   100 %   97 %   85 %

Service Retail Center

   94 %   93 %   93 %   93 %   100 %

Promotional Retail Center

   100 %   100 %   100 %   100 %   100 %

Inland Regional Center

   100 %   100 %   100 %   100 %   100 %

TGI Friday’s

   100 %   100 %   100 %   100 %   100 %

Circuit City

   100 %   100 %   100 %   100 %   100 %

Office Max

   100 %   100 %   100 %   100 %   100 %

Mimi’s Café

   100 %   100 %   100 %   100 %   100 %

Palm Court Retail #1

   100 %   100 %   100 %   60 %   30 %

Palm Court Retail #2

   100 %   100 %   100 %   100 %   N/A  

Weighted average occupancy

   99 %   99 %   99 %   94 %   94 %

 

As of December 31, 2004, 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 2008; (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 73% of the rental income of the Partnership in 2004.

 

In April 2004, ITT Education Center purchased two unimproved lots known as Brier Business Center I and Brier Plaza from the Partnership. At the end of their lease term, ITT vacated their space (39,380 square feet) in Carnegie Business Center I and moved to a new building constructed on the land purchased from the Partnership. ITT’s annual rent in 2004 was $474,000. Management is actively marketing this office space at Carnegie Business Center I to minimize the risk of an extended vacancy period.

 

The 5% increase in occupancy from December 31, 2003 to December 31, 2004 at One Vanderbilt was due to leasing 3,900 square feet of space to a new tenant.

 

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Table of Contents

Expenses

 

Depreciation and amortization increased $118,000, or 8%, for the year ended December 31, 2004, compared to the year ended December 31, 2003, primarily due to additions to tenant improvements and lease commissions.

 

Expenses associated with undeveloped land decreased $79,000, or 28%, for the year ended December 31, 2004, compared to the year ended December 31, 2003, primarily due to property taxes and insurance capitalized during construction at Vanderbilt Plaza.

 

General and administrative expenses increased $83,000, or 7%, for the year ended December 31, 2004, compared to the year ended December 31, 2003, primarily due to an increase in investor service expenses related to printing, postage and investor open house expenses.

 

Non-operating income / expenses

 

The $1,347,000 gain on sale of land held for development for the year ended December 31, 2004 was generated from the sale of two lots known as Brier Business Center I and Brier Plaza in April 2004 (as discussed above).

 

Interest and other income for the year ended December 31, 2004 decreased $47,000 from the year ended December 31, 2003, primarily due to a lower average invested cash balance as a result of distributions made to the partners in November 2003 and 2004, as well as decreases in interest rates.

 

Interest expense decreased $339,000, or 43%, for the year ended December 31, 2004, compared to the year ended December 31, 2003, primarily due to interest capitalized during construction at Vanderbilt Plaza.

 

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 revenue from operating expense reimbursements.

 

Occupancy rates at the Partnership’s 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 Friday’s

   100 %   100 %   100 %   100 %   100 %

Circuit City

   100 %   100 %   100 %   100 %   100 %

Office Max

   100 %   100 %   100 %   100 %   100 %

Mimi’s 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 %

 

As of December 31, 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.

 

Expenses

 

Expenses associated with undeveloped land decreased $544,000, or 66%, 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

 

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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.

 

Non-operating income / expenses

 

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 partners in November 2002 and 2003, as well as decreases in interest rates.

 

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 Partnership’s line of credit in March 2002.

 

Liquidity and Capital Resources

 

As of December 31, 2004, the Partnership had cash and cash equivalents of $701,000.

 

As discussed above, the Partnership generated net proceeds of approximately $1,778,000 upon the sale of Brier Business Center I and Brier Plaza. The Partnership added the proceeds to its cash reserves for the development of Vanderbilt Plaza.

 

The Partnership’s primary liabilities at December 31, 2004 included a note payable and a line of credit, totaling approximately $13,236,000 secured by properties with an aggregate net book value of approximately $18,096,000 and with maturity dates of May 1, 2006 and April 15, 2007, respectively. The note requires monthly principal and interest payments of $53,000, and bears a fixed interest rate of 8.74%. The line of credit requires monthly interest-only payments, bears interest at Prime Rate (5.25% and 4% as of December 31, 2004 and December 31, 2003, respectively), and had an outstanding balance of $7,660,000 and $0 at December 31, 2004 and December 31, 2003, respectively. In April 2004, the Partnership extended the line of credit maturity date from April 15, 2004 to April 15, 2007, and increased the availability from $7,200,000 to $11,400,000.

 

In October 2004, the Partnership used its existing cash reserves to repay the note secured by One Vanderbilt in full.

 

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, 2004, for sales that transpired in previous years. The subordinated real estate commissions are payable only after the Limited Partners have received distributions equal to their original invested capital plus a cumulative non-compounded return of 6% per annum on their adjusted invested capital. Since the conditions under which these commissions would be payable have not been achieved, 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 Partnership’s 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 Partnership’s cash reserves, pending use in the development of properties or distribution to the partners.

 

Contractual Obligations

 

At December 31, 2004, we had contractual obligations as follows (in thousands):

 

    

Less than 1

year


   1 to 3
years


   3 to 5
years


   More than 5
years


   Total

Secured mortgage loans

     159    $ 5,417    $ —      $ —      $ 5,576

Secured bank line of credit

     —        7,660      —        —        7,660

Interest on indebtedness (1)

     883      721      —        —        1,604
    

  

  

  

  

Total

   $ 1,042    $ 13,798    $ —      $ —      $ 14,840
    

  

  

  

  


(1) For variable rate loans, this represents estimated interest expense based on outstanding balances and interest rates at December 31, 2004.

 

Management expects that the Partnership’s cash and cash equivalents as of December 31, 2004, together with cash from operations, sales and financing, will be sufficient to finance the Partnership’s 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 Partnership’s 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 affect 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.

 

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Operating Activities

 

During the year ended December 31, 2004, the Partnership’s cash provided by operating activities totaled $2,531,000.

 

The $12,000 increase in accounts receivable during 2004 was primarily due to the collection of tenant rents receivable which were outstanding at December 31, 2003.

 

The $259,000 increase in deferred costs during 2004 was primarily due to lease commissions paid for a new lease at Vanderbilt Plaza, as well as other new and renewal leases.

 

The $82,000 decrease in prepaid expenses and other during 2004 was primarily due to a decrease in impound accounts as result of property tax payments.

 

The $76,000 increase in accounts payable and other liabilities during 2004 was primarily due to an increase in accruals for interest expense on the line of credit.

 

The $23,000 decrease in prepaid rents at December 31, 2004 was due to January 2004 rents received in December 2003, offset by January 2005 rents received in December 2004.

 

Investing Activities

 

During the year ended December 31, 2004, the Partnership’s cash used for investing activities totaled $8,573,000, which included $271,000 used primarily for building and tenant improvements at Inland Regional Center, Carnegie Business Center I, and Service Retail, and $10,080,000 used for construction costs at Vanderbilt Plaza, offset by $1,778,000 of proceeds from the sale of land held for development (as discussed above).

 

Financing Activities

 

During the year ended December 31, 2004, the Partnership’s cash provided by financing activities totaled $3,431,000, which consisted of $7,660,000 in line of credit draws, offset by $2,206,000 in principal payments on notes payable, $217,000 in loan fees paid for the line of credit extension, $507,000 used for the redemption of 1,285 limited partnership Units, of which $54,000 was accrued at December 31, 2004 for final settlement in the first quarter of 2005, $1,227,000 for distributions to the Limited Partners, and $72,000 for distribution to the General Partner.

 

In January 2004, the General Partner received a distribution true-up totaling $72,000 which applied to the years of 2001 and 2002. The true-up primarily resulted from the difference between estimated and actual revenue and expenses for the month of December in 2001 and 2002 which were used to calculate the General Partner distribution in 2003.

 

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 Partnership’s collection experience and the credit quality of the Partnership’s 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 Partnership’s 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 Partnership’s 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 Partnership’s plans related to each of its properties is dependent upon, among other things, the presence of economic conditions which will enable the Partnership to continue to hold and operate the properties prior to their eventual sale. Due to uncertainties inherent in the valuation process and in the economy, it is reasonably possible that the actual results of operating and disposing of the Partnership’s properties could be materially different than current expectations.

 

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 Partnership’s 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 Partnership’s plans related to each of its properties is dependent upon, among other things, the presence of economic conditions which will enable the Partnership to either hold the properties for eventual sale or obtain financing to further develop the properties.

 

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The actual value of the Partnership’s portfolio of properties and land held for development could be significantly higher or lower than their carrying amounts.

 

Accounting Pronouncements Issued But Not Yet Adopted

 

In December 2004, the FASB issued SFAS No. 123 revised 2004, “Share-Based Payment”. This Statement is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation”, and supersedes APB No. 25, “Accounting for Stock Issued to Employees”. The Statement requires companies to recognize in the income statement the grant-date fair value of stock options and other equity based compensation issued to employees. This Statement is effective as of the beginning of the first interim or annual period that commences after June 15, 2005. The Partnership anticipates that the adoption of SFAS No. 123 revised 2004 will have no impact on its financial position, net earnings or cash flows.

 

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Non-Monetary Assets an amendment of APB No. 29”. This Statement amends APB Opinion No. 29, “Accounting for Non-Monetary Transactions” to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. That exception required that some non-monetary exchanges be recorded on a carryover basis versus this Statement, which requires that an entity record a non-monetary exchange at fair value and recognize any gain or loss if the transaction has commercial substance. This Statement is effective for fiscal years beginning after June 15, 2005. The Partnership anticipates that the adoption of SFAS No. 153 will not have a material impact on its financial position, net earnings or cash flows.

 

In November 2004, the FASB issued EITF Issue No. 03-13, “Applying the Conditions in Paragraph 42 of FASB Statement No. 144, Accounting for Impairment or Disposal of Long-Lived Assets, in Determining Whether to Report Discontinued Operations” (EITF No. 03-13). This issue assists in the development of a model for evaluating (a) which cash flows are to be considered in determining whether cash flows have been or will be eliminated and (b) what types of continuing involvement constitute significant continuing involvement. The guidance in this issue should be applied to a component of an enterprise that is either disposed of or classified as held for sale in fiscal periods beginning after December 15, 2004. Previously reported operating results related to disposal transactions initiated within an enterprise’s fiscal year that includes the date that this consensus was ratified (November 30, 2004) may be reclassified. The adoption of EITF No. 03-13 on January 1, 2005, had no impact on the Partnership’s financial position, net earnings or cash flows.

 

Forward Looking Statements; Factors That May Affect Operating Results

 

This Report on Form 10-K contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934, including statements regarding the Partnership’s expectations, hopes, intentions, beliefs and strategies regarding the future. These forward looking statements include statements relating to:

 

  The Partnership’s intention to develop one or more properties to generate more operating income;

 

  The Partnership’s belief that certain claims and lawsuits which have arisen against it in the normal course of business will not in the future have a material adverse effect on the Partnership’s cash flow or results of operations;

 

  The Partnership’s expectation that cash, cash equivalents and cash generated by its operations will be adequate to meet its operating requirements in both the short and the reasonably foreseeable long-term;

 

  The Partnership’s anticipation that the adoption of SFAS No. 123 revised 2004 will not have an impact on the Partnership’s financial position, net earnings or cash flow;

 

  The Partnership’s anticipation that the adoption of SFAS No. 153 will not have a material impact on the Partnership’s financial position, net earnings or cash flow; and

 

  The Partnership’s expectation that changes in market interest rates will not have a material impact on the performance or fair value of its portfolio.

 

All forward-looking statements included in this document are based on information available to the Partnership on the date hereof. Because these forward looking statements involve risk and uncertainty, there are important factors that could cause our actual results to differ materially from those stated or implied in the forward-looking statements. Those important factors include:

 

  risks and uncertainties affecting property development and construction (including construction delays, cost overruns, our inability to obtain necessary permits and public opposition to these activities);

 

  the unpredictability of both the frequency and final outcome of litigation;

 

  failure of market conditions and occupancy levels to continue to improve in certain geographic areas;

 

  reduced demand for rental space;

 

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  availability and credit worthiness of prospective tenants and our ability to execute lease deals with them;

 

  failure to obtain anticipated outside financing;

 

  market fluctuations in rental rates, concessions and occupancy;

 

  defaults or non-renewal of leases by customers;

 

  increased interest rates and operating costs;

 

  the adoption of SFAS No. 123 revised 2004 has an unanticipated, negative impact on the Partnership’s financial position;

 

  an interpretation of fair value differing from the Partnership’s prevails in the application of SFAS No. 153; and

 

  the unpredictability of changes in accounting rules.

 

The forward-looking statements in this Annual Report on Form 10-K are subject to additional risks and uncertainties further discussed below under Risk Factors. The Partnership assumes no obligation to update or supplement any forward looking-statement.

 

Risk Factors

 

Market Fluctuations in Rental Rates and Occupancy Could Adversely Affect Our Operations

 

As leases turn over, our 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 (including sublease space offered by tenants who have vacated space in competing buildings prior to the expiration of their lease term), and the level of improvements which may be required at the property. We cannot assure you that the rental rates we obtain in the future will be equal to or greater than those obtained under existing contractual commitments. If we cannot lease all or substantially all of the expiring space at our properties promptly, or if the rental rates are significantly lower than expected, then our results of operations and financial condition could be negatively impacted.

 

Tenants’ Defaults Could Adversely Affect Our Operations

 

Our ability to manage our assets is subject to federal bankruptcy laws and state laws that limit creditors’ rights and remedies available to real property owners to collect delinquent rents. If a tenant becomes insolvent or bankrupt, we cannot be sure that we could recover the premises from the tenant promptly or from a trustee or debtor-in-possession in any bankruptcy proceeding relating to that tenant. We also cannot be sure that we would receive rent in the proceeding sufficient to cover our expenses with respect to the premises. If a tenant becomes bankrupt, the federal bankruptcy code will apply, which in some instances may restrict the amount and recoverability of our claims against the tenant. A tenant’s default on its obligations to us could adversely affect our results of operations and financial condition.

 

We May Suffer Adverse Consequences If Our Revenues Decline Since Our Operating Costs Do Not Necessarily Decline In Proportion To Our Revenue

 

We earn a significant portion of our income from renting our properties. Our operating costs, however, do not necessarily fluctuate in relation to changes in our rental revenue. This means that our costs will not necessarily decline even if our revenues do. Our operating costs could also increase while our revenues do not. If our operating costs increase but our rental revenues do not, we may be forced to borrow to cover our costs, we may incur losses and we may not have cash available for distributions to our partners.

 

Potential Liability Due to Environmental Matters

 

Under federal, state and local laws relating to protection of the environment, or Environmental Laws, a current or previous owner or operator of real estate may be liable for contamination resulting from the presence or discharge of petroleum products or other hazardous or toxic substances on the property. These owners may be required to investigate and clean-up the contamination on the property as well as the contamination which has migrated from the property. Environmental Laws typically impose liability and clean-up responsibility without regard to whether the owner or operator knew of, or was responsible for, the presence of the contamination. This liability may be joint and several unless the harm is divisible and there is a reasonable basis for allocation of responsibility. In addition, the owner or operator of a property may be subject to claims by third parties based on personal injury, property damage and/or other costs, including investigation and clean-up costs, resulting from environmental contamination. Environmental Laws may also impose restrictions on the manner in which a property may be used or transferred or in which businesses may be operated. These restrictions may require expenditures. Under the Environmental Laws, any person who arranges for the transportation, disposal or treatment of hazardous or toxic substances may also be liable for the costs of investigation or clean-up of those substances at the disposal or treatment facility, whether or not the facility is or ever was owned or operated by that person.

 

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Our tenants generally are required by their leases to operate in compliance with all applicable Environmental Laws, and to indemnify us against any environmental liability arising from their activities on the properties. However, we could be subject to strict liability by virtue of our ownership interest in the properties. Also, tenants may not satisfy their indemnification obligations under the leases. We are also subject to the risk that:

 

    any environmental assessments of our properties may not have revealed all potential environmental liabilities,

 

    any prior owner or prior or current operator of these properties may have created an environmental condition not known to us, or

 

    an environmental condition may otherwise exist as to any one or more of these properties.

 

Any one of these conditions could have an adverse effect on our results of operations and financial condition. Moreover, future environmental laws, ordinances or regulations may have an adverse effect on our results of operations and financial condition. Also, the current environmental condition of those properties may be affected by tenants and occupants of the properties, by the condition of land or operations in the vicinity of the properties (such as the presence of underground storage tanks), or by third parties unrelated to us.

 

Environmental Liabilities May Adversely Affect Operating Costs and Ability to Borrow

 

The obligation to pay for the cost of complying with existing Environmental Laws as well as the cost of complying with future legislation may affect our operating costs. In addition, the presence of petroleum products or other hazardous or toxic substances at any of our properties, or the failure to remediate those properties properly, may adversely affect our ability to borrow by using those properties as collateral. The cost of defending against claims of liability and the cost of complying with Environmental Laws, including investigation or clean-up of contaminated property, could materially adversely affect our results of operations and financial condition.

 

General Risks of Ownership of Real Estate

 

We are subject to risks generally incidental to the ownership of real estate. These risks include:

 

    changes in general economic or local conditions;

 

    changes in supply of or demand for similar or competing properties in an area;

 

    the impact of environmental protection laws;

 

    changes in interest rates and availability of financing which may render the sale or financing of a property difficult or unattractive;

 

    changes in tax, real estate and zoning laws; and

 

    the creation of mechanics’ liens or similar encumbrances placed on the property by a lessee or other parties without our knowledge and consent.

 

Should any of these events occur, our results of operations and financial condition could be adversely affected.

 

Uninsured Losses May Adversely Affect Operations

 

We, or in certain instances, tenants of our properties, carry 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) may be either uninsurable or not economically insurable. Further, certain of the properties are located in areas that are subject to earthquake activity and floods. Should a property sustain damage as a result of an earthquake or flood, we may incur losses due to insurance deductibles, co-payments on insured losses or uninsured losses. Additionally, we have 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, we could lose some or all of our capital investment, cash flow and anticipated profits related to one or more properties. This could have an adverse effect on our results of operations and financial condition.

 

Illiquidity of Real Estate May Limit Our Ability to Vary Our Portfolio

 

Real estate investments are relatively illiquid and, therefore, will tend to limit our ability to vary our portfolio quickly in response to changes in economic or other conditions.

 

Potential Liability Under the Americans With Disabilities Act

 

All of our properties are required to be in compliance with the Americans With Disabilities Act. The Americans With Disabilities Act generally requires that places of public accommodation be made accessible to people with disabilities to the extent readily achievable. Compliance with the Americans With Disabilities Act requirements could require removal of access barriers. Non-compliance could result in imposition of fines by the federal government, an award of damages to private litigants and/or a court order to remove access barriers. Because of the limited history of the Americans With Disabilities Act, the impact of its application to our properties, including the extent and timing of required renovations, is uncertain. Pursuant to lease agreements with tenants in certain of the

 

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“single-tenant” properties, the tenants are obligated to comply with the Americans With Disabilities Act provisions. If our costs are greater than anticipated or tenants are unable to meet their obligations, our results of operations and financial condition could be adversely affected.

 

Risks of Litigation

 

Certain claims and lawsuits have arisen against us in our normal course of business. We believe that such claims and lawsuits will not have a material adverse effect on our financial position, cash flow or results of operations.

 

Item 7A. Qualitative and Quantitative Disclosures about Market Risk

 

Interest Rates

 

The Partnership’s primary market risk exposure is to changes in interest rates obtainable on its secured borrowings. The Partnership expects that changes in market interest rates will not 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

           
     2005

    2006

    2007

    Total

    Fair
Value


     (in thousands)            

Secured Fixed Rate Debt

   $ 159     $ 5,417     $ —       $ 5,576     $ 6,010

Average interest rate

     8.74 %     8.74 %     —         8.74 %      

Secured Variable Rate Debt

   $ —       $ —       $ 7,660     $ 7,660     $ 7,660

Average interest rate

     —         —         5.25 %     5.25 %      

 

A change of 1/8% in the index rate to which the Partnership’s variable rate debt is tied would not have a material impact on the annual interest incurred by the Partnership, based upon the balances outstanding on variable rate instruments at December 31, 2004.

 

As of December 31, 2004, the Partnership had no investments in interest-bearing certificates of deposit. The Partnership does not own any derivative instruments.

 

Item 8. Financial Statements and Supplementary Data

 

For information with respect to this item, see Financial Statements and Financial Statement Schedule as included in Item 15.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A. Controls and Procedures

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision of the General Partner’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the General Partner’s Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in alerting him on a timely basis to material information required to be included in this report. There has been no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

 

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Part III

 

Item 10. Directors and Executive Officers of the Partnership

 

Daniel L. Stephenson and Rancon Financial Corporation (“RFC”) are the general partners 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 Percent

Beneficial Ownership


 

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, redemption, 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, 2004, 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 $71,000, $67,500 and $62,300 in 2004, 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.

 

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Part IV

 

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:
         Report of Independent Registered Public Accounting Firm
         Consolidated Balance Sheets as of December 31, 2004 and 2003
         Consolidated Statements of Operations for the years ended December 31, 2004, 2003 and 2002
         Consolidated Statements of Partners’ Equity for the years ended December 31, 2004, 2003 and 2002
         Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002
         Notes to Consolidated Financial Statements
    (2)    Financial Statement Schedule:
         Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2004 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 Partnership’s 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 Partnership’s 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 Partnership’s Properties (filed as Exhibit 10.6 to the Partnership’s 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 Partnership’s quarterly report on Form 10-Q for the quarter ended December 31, 2004) is incorporated herein by reference.
         (10.4)   Property Management and Services Agreement dated July 30, 2004 (filed as Exhibit 10.4 to the Partnership’s quarterly report on Form 10-Q for the period ended December 31, 2004 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.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

   

RANCON REALTY FUND IV,

a California limited partnership

    By:   Rancon Financial Corporation
        a California corporation
        its General Partner
Date: March 31, 2005       By:  

/s/ Daniel L. Stephenson


            Daniel L. Stephenson, President
Date: March 31, 2005   By:  

/s/ Daniel L. Stephenson


        Daniel L. Stephenson, General Partner

 

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INDEX TO FINANCIAL STATEMENTS

AND SCHEDULE

 

     Page No.

Report of Independent Registered Public Accounting Firm

   20

Consolidated Balance Sheets as of December 31, 2004 and 2003

   21

Consolidated Statements of Operations for the years ended December 31, 2004, 2003 and 2002

   22

Consolidated Statements of Partners’ Equity for the years ended December 31, 2004, 2003 and 2002

   23

Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002

   24

Notes to Consolidated Financial Statements

   25-33

Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2004 and Notes thereto

   34-35

 

All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

 

19


Table of Contents

Report of Independent Registered Public Accounting Firm

 

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, 2004 and 2003, 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, 2004. In connection with our audits of the consolidated financial statements, we have also audited the 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 Partnership’s 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the 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, 2004 and 2003, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles. 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

March 23, 2005

 

20


Table of Contents

RANCON REALTY FUND IV,

A CALIFORNIA LIMITED PARTNERSHIP, and SUBSIDIARIES

 

Consolidated Balance Sheets

December 31, 2004 and 2003

(in thousands, except units outstanding)

 

     2004

    2003

 

Assets

                

Investments in real estate:

                

Rental properties

   $ 37,660     $ 42,839  

Accumulated depreciation

     (10,922 )     (15,271 )
    


 


Rental properties, net

     26,738       27,568  

Construction in progress

     10,774       1,090  

Land held for development

     272       703  
    


 


Total investments in real estate

     37,784       29,361  

Cash and cash equivalents

     701       3,312  

Accounts receivable

     78       66  

Deferred costs, net of accumulated amortization of $1,137 and $2,315 at December 31, 2004 and 2003, respectively

     1,026       827  

Prepaid expenses and other assets

     971       1,053  
    


 


Total assets

   $ 40,560     $ 34,619  
    


 


Liabilities and Partners’ Equity

                

Liabilities:

                

Note payable and line of credit

   $ 13,236     $ 7,782  

Accounts payable and other liabilities

     484       241  

Construction costs payable

     12       146  

Prepaid rent

     35       58  
    


 


Total liabilities

     13,767       8,227  
    


 


Commitments and contingent liabilities (Note 5)

                

Partners’ Equity:

                

General Partner

     (583 )     (571 )

Limited partners, 68,954 and 70,239 limited partnership units outstanding at December 31, 2004 and 2003, respectively

     27,376       26,963  
    


 


Total partners’ equity

     26,793       26,392  
    


 


Total liabilities and partners’ equity

   $ 40,560     $ 34,619  
    


 


 

The accompanying notes are an integral part of these consolidated financial statements

 

21


Table of Contents

RANCON REALTY FUND IV,

A CALIFORNIA LIMITED PARTNERSHIP, and SUBSIDIARIES

 

Consolidated Statements of Operations

For the years ended December 31, 2004, 2003 and 2002

(in thousands, except per unit amounts and units outstanding)

 

     2004

    2003

    2002

 

Operating Revenue – Rental income

   $ 7,045     $ 7,124     $ 6,362  
    


 


 


Operating Expenses

                        

Property operating

     2,606       2,541       2,499  

Depreciation and amortization

     1,534       1,416       1,387  

Expenses associated with undeveloped land

     204       283       827  

General and administrative

     1,243       1,160       1,227  
    


 


 


Total operating expenses

     5,587       5,400       5,940  
    


 


 


Operating income

     1,458       1,724       422  

Gain on sale of land held for development

     1,347       —         —    

Interest and other income

     13       60       74  

Interest expense

     (444 )     (783 )     (856 )
    


 


 


Income (loss) from continuing operations

     2,374       1,001       (360 )

Income from discontinued operations (including gain on sale of real estate of $5,120 in 2002)

     —         —         5,172  
    


 


 


Net income

   $ 2,374     $ 1,001     $ 4,812  
    


 


 


Basic and diluted net income per limited partnership unit

   $ 31.65     $ 12.72     $ 61.87  
    


 


 


Weighted average number of limited partnership units outstanding during each year

     69,570       70,833       73,641  
    


 


 


 

The accompanying notes are an integral part of these consolidated financial statements

 

22


Table of Contents

RANCON REALTY FUND IV,

A CALIFORNIA LIMITED PARTNERSHIP, and SUBSIDIARIES

 

Consolidated Statements of Partners’ Equity

For the years ended December 31, 2004, 2003 and 2002

(in thousands)

 

     General
Partner


    Limited
Partners


    Total

 

Balance (deficit) at December 31, 2001

   $ (798 )   $ 24,944     $ 24,146  

Redemption of limited partnership units

     —         (909 )     (909 )

Net income

     256       4,556       4,812  

Distributions ($13.20 per limited partnership unit)

     (10 )     (971 )     (981 )
    


 


 


Balance (deficit) at December 31, 2002

     (552 )     27,620       27,068  

Redemption 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 (deficit) at December 31, 2003

     (571 )     26,963       26,392  

Redemption of limited partnership units

     —         (562 )     (562 )

Net income

     172       2,202       2,374  

Distributions ($17.68 per limited partnership unit)

     (184 )     (1,227 )     (1,411 )
    


 


 


Balance (deficit) at December 31, 2004

   $ (583 )   $ 27,376     $ 26,793  
    


 


 


 

The accompanying notes are an integral part of these consolidated financial statements

 

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RANCON REALTY FUND IV,

A CALIFORNIA LIMITED PARTNERSHIP, and SUBSIDIARIES

 

Consolidated Statements of Cash Flows

For the years ended December 31, 2004, 2003 and 2002

(in thousands)

 

     2004

    2003

    2002

 

Cash flows from operating activities:

                        

Net income

   $ 2,374     $ 1,001     $ 4,812  

Adjustments to reconcile net income to net cash provided by operating activities:

                        

Gain on sales of land held for development and real estate

     (1,347 )     —         (5,120 )

Depreciation and amortization (including discontinued operations)

     1,534       1,416       1,464  

Amortization of loan fees, included in interest expense (including discontinued operations) interest expense

     106       101       102  

Changes in certain assets and liabilities:

                        

Accounts receivable

     (12 )     180       (96 )

Deferred costs

     (259 )     (120 )     (146 )

Prepaid expenses and other assets

     82       (62 )     57  

Accounts payable and other liabilities

     76       (219 )     (276 )

Prepaid rent

     (23 )     58       —    
    


 


 


Net cash provided by operating activities

     2,531       2,355       797  
    


 


 


Cash flows from investing activities:

                        

Net proceeds from sales of land held for development and real estate

     1,778       —         8,382  

Net additions to real estate investments

     (10,351 )     (942 )     (615 )
    


 


 


Net cash (used for) provided by investing activities

     (8,573 )     (942 )     7,767  
    


 


 


Cash flows from financing activities:

                        

Line of credit draws

     7,660       —         —    

Notes payable principal payments

     (2,206 )     (188 )     (4,372 )

Loan fees for line of credit

     (217 )     —         —    

Redemption of limited partnership units

     (507 )     (490 )     (909 )

Distributions to General Partner and limited partners

     (1,299 )     (1,187 )     (981 )
    


 


 


Net cash provided by (used for) financing activities

     3,431       (1,865 )     (6,262 )
    


 


 


Net (decrease) increase in cash and cash equivalents

     (2,611 )     (452 )     2,302  

Cash and cash equivalents at beginning of year

     3,312       3,764       1,462  
    


 


 


Cash and cash equivalents at end of year

   $ 701     $ 3,312     $ 3,764  
    


 


 


Supplemental disclosure of cash flow information:

                        

Cash paid for interest

   $ 811     $ 711     $ 773  
    


 


 


Interest capitalized

   $ 473     $ 13     $ ––    
    


 


 


Supplemental disclosure of non-cash investing activities:

                        

Adjustment of balance sheet for fully depreciated rental property assets

   $ 5,712     $ —       $ ––    
    


 


 


Adjustment of balance sheet for fully amortized deferred costs

   $ 464     $ —       $ ––    
    


 


 


 

The accompanying notes are an integral part of these consolidated financial statements

 

24


Table of Contents

RANCON REALTY FUND IV,

A California Limited Partnership, and Subsidiaries

 

Notes to Consolidated Financial Statements

December 21, 2004, 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 disposing of 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 Corporation (“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 2004, a total of 1,285 Units were redeemed at an average price of $437. As of December 31, 2004, there were 68,954 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 partner’s 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 Unitholder’s 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 determines in its absolute discretion that it is in the best interest 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.

 

 

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RANCON REALTY FUND IV

A California Limited Partnership, and Subsidiaries

 

Notes to Consolidated Financial Statements

December 31, 2004, 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 Partnership’s behalf for financial, accounting, data processing, marketing, legal, investor relations, asset and development management and consulting services for a period of ten years or until the liquidation of the Partnership, whichever comes first. Effective January 1, 1998, the agreement was amended to eliminate GC’s responsibility for providing investor relation services and Preferred Partnership Services, Inc., a California corporation unaffiliated with the Partnership, contracted to assume the investor relations 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 ($663,000, $654,000 and $699,000 in 2004, 2003 and 2002, respectively); (ii) a sales fees of 2% for improved properties and 4% for land ($77,000, $0 and $175,000 in 2004, 2003 and 2002, respectively); (iii) a refinancing fee of 1% ($113,000 in 2004 and $0 in 2003 and 2002, respectively) 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 $184,000, $119,000 and $10,000 in 2004, 2003 and 2002, respectively. The 2004 amount included $72,000 for General Partner true-up for the 2001 and 2002 years. 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.

 

In July 2004, the Partnership extended its management relationship with Glenborough through December 31, 2006. The following provides the general terms of the new agreement. Commencing on January 1, 2005 and ending December 31, 2006, the Partnership engages Glenborough to perform services for the following fees: (i) a management fee of 3 % of gross rental revenue (ii) a construction services fee per certain schedules; (iii) a specified asset and Partnership services fee of $300,000 per year with reimbursements of certain expenses and consulting service fee; (vi) a sales fee of 2% for improved properties and 4% for unimproved properties; (v) a financing services fee of 1% of gross loan amount; and (vi) a development fee equal to 5% of the hard costs of the development project, excluding the cost of the land, and the development fee and the general contractor’s fee shall not exceed 11.5%, in the aggregate, of the hard costs of the development project.

 

The new management agreement represents a reduction of $363,000 for the asset and Partnership services fee in 2005 and 2006, respectively, compared to the asset and Partnership services fee paid in 2004; as well as a reduction of 2% in the management fee from 5% in 2004 to 3% in 2005 and 2006, respectively.

 

Risks and Uncertainties

 

The Partnership’s 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 Partnership’s 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 in accordance with Generally Accepted Accounting Principles in the United States of America (U.S. GAAP). 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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the results of operations during the reporting period. Actual results could differ from those estimates.

 

Consolidation

 

In April 1996, the Partnership formed RRF 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 RRF IV, Inc. (“RRF IV, Inc.”), a corporation

 

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RANCON REALTY FUND IV,

A California Limited Partnership, and Subsidiaries

 

Notes to Consolidated Financial Statements

December 21, 2004, 2003 and 2002

 

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 Partnership’s 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 Partnership’s plans related to each of its properties is dependent upon, among other things, the presence of economic conditions which will enable the Partnership to continue to hold and operate the properties prior to their eventual sale. Due to uncertainties inherent in the valuation process and in the economy, it is reasonably possible that the actual results of operating and disposing of the Partnership’s properties could be materially different than current expectations.

 

Depreciation is provided using the straight-line method over useful lives ranging from five to forty years for the respective assets.

 

Construction in Progress and Land Held for Development

 

Construction in progress and land held for development are 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 Partnership’s 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 Partnership’s plans related to each of its properties is dependent upon, among other things, the presence of economic conditions which will enable the Partnership to either hold the properties for eventual sale or obtain financing for further development.

 

Interest, property taxes and insurance 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. As of December 31, 2004, the Partnership does not own any certificates of deposit.

 

Fair Value of Financial Instruments

 

For certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, other liabilities, construction costs payable, and line of credit payable ($7,660,000 and $0 as of December 31, 2004 and December 31, 2003), 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 Partnership’s secured note payable as of December 31, 2004, and December 31, 2003 was approximately $6,010,000 and $8,789,000, respectively.

 

Deferred Costs

 

Deferred loan fees are amortized on a straight-line basis over the life of the related loan, and deferred lease commissions are amortized 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 Partnership’s collection experience and the credit quality of the Partnership’s 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 Partnership’s portfolio of leases turns over continuously, with the number and value of expiring leases varying from year to year. The Partnership’s 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.

 

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RANCON REALTY FUND IV,

A California Limited Partnership, and Subsidiaries

 

Notes to Consolidated Financial Statements

December 21, 2004, 2003 and 2002

 

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 buyer’s 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.

 

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 Partnership’s 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’s 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 22%, 17% and 19% of rental income for the years ended December 31, 2004, 2003 and 2002, respectively.

 

Reclassification

 

Certain prior year balances have been reclassified to conform to the current year presentation.

 

Variable Interest Entities

 

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. However, FIN 46 Revised must be applied no later than the first quarter of fiscal 2004. Special Purpose Entities (“SPEs”) created prior to February 1, 2003 may be accounted for under FIN 46 or FIN 46 Revised’s provisions no later than the fourth quarter of fiscal 2003. 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 Revised did not have any impact on the consolidated financial statements of the Partnership since the Partnership has not entered into any arrangements that are VIEs.

 

Note 3. INVESTMENTS IN REAL ESTATE

 

Rental properties consisted of the following at December 31, 2004 and 2003 (in thousands):

 

     2004

    2003

 

Land

   $ 4,236     $ 4,236  

Buildings

     28,375       28,375  

Tenant improvements

     5,049       10,228  
    


 


       37,660       42,839  

Less: accumulated depreciation

     (10,922 )     (15,271 )
    


 


Total rental properties, net

   $ 26,738     $ 27,568  
    


 


 

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RANCON REALTY FUND IV

A California Limited Partnership, and Subsidiaries

 

Notes to Consolidated Financial Statements

December 31, 2004, 2003 and 2002

 

As of December 31, 2004, the Partnership’s rental properties included eight retail and three office/R & D projects at the Tri-City Corporate Centre in San Bernardino, California.

 

In 2004, fully depreciated tenant improvements of $5,712 were removed from the balances of such accounts.

 

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 Partnership’s 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):

 

     December 31,
2002 (1)


Rental income

   $ 267
    

Operating expenses

     139

Depreciation and amortization

     76
    

Total expenses

     215
    

Income before gain on sale of real estate

     52

Gain on sale of real estate

     5,120
    

Discontinued operations

   $ 5,172
    


(1) Reflects 2002 operations through date of sale.

 

Construction in progress consisted of the following at December 31, 2004 and 2003 (in thousands):

 

     2004

   2003

Tri-City Corporate Centre, San Bernardino, CA
(approximately 1 acre of land with a cost basis of $511,000 in 2004 and 2003)

   $ 10,774    $ 1,090
    

  

 

Construction in progress increased primarily due to the development of Vanderbilt Plaza.The construction started in September 2003, and the core and shell of the building were completed in September 2004. The total square footage of this property is approximately 114,000. New York Life, an existing tenant at One Parkside (owned and managed by Rancon Realty Fund V – a partnership sponsored by the General Partner of the Partnership) relocated to Vanderbilt Plaza in February 2005 and is currently occupying approximately 23,000 square feet of office space at Vanderbilt Plaza.

 

Land held for development consisted of the following at December 31, 2004 and 2003 (in thousands):

 

     2004

   2003

Tri-City Corporate Centre, San Bernardino, CA
(approximately 16 and 21.5 acres in 2004 and 2003, respectively)

   $ 272    $ 703
    

  

 

In April 2004, the Partnership sold 5.5 acres of land held for development. See below for further discussion.

 

As of December 31, 2004, the Partnership owns approximately 16 acres of land held for development. Approximately 15 acres are part of a landfill monitoring program handled by the City of San Bernardino (as discussed in Note 5 below). As a result, at this time the Partnership believes that development of this landfill is not practical. The remaining one acre is currently undeveloped.

 

On January 22, 2004, the Partnership entered into a contract with ITT Educational Center, a tenant located at Carnegie Business Center I, for the sale of two 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. On April 19, 2004, the sale closed and generated net proceeds of approximately $1,778,000, and a gain on sale of approximately $1,347,000. The Partnership added the proceeds to its cash reserves for the development of Vanderbilt Plaza. ITT Educational Center is not an affiliate of the Partnership or any of its partners.

 

 

29


Table of Contents

RANCON REALTY FUND IV

A California Limited Partnership, and Subsidiaries

 

Notes to Consolidated Financial Statements

December 31, 2004, 2003 and 2002

 

Note 4. NOTE PAYABLE AND LINE OF CREDIT

 

Notes payable and line of credit as of December 31, 2004 and 2003 were as follows (in thousands):

 

     2004

   2003

Note payable secured by first deeds of trust on Service Retail Center, Promotional Retail Center and Carnegie Business Center I buildings. The note, which matures May 1, 2006, is a 10-year, 8.74% fixed rate loan with a 25-year amortization requiring monthly payments of principal and interesttotaling $53.    $ 5,576    $ 5,722
Line of credit with a total availability of $11.4 and $7.2 million as of December 31 2004 and December 31, 2003, respectively, secured by first deeds of trust on IRC, Circuit City and TGI Friday’s buildings, with a variable interest rate of “Prime Rate” (5.25% and 4% as of December 31, 2004 and 2003, respectively), monthly interest-only payments, and a maturity date of April 15, 2007 (as discussed below).      7,660      —  
Note payable secured by first deed of trust on the One Vanderbilt building. The note had a fixed interest rate of 9%, required monthly payments of principal and interest totaling $20, and matured on January 1, 2005. In October 2004, this note was repaid in full.      —        2,060
    

  

Total notes payable and line of credit

   $ 13,236    $ 7,782
    

  

 

In April 2004, the maturity date on the Partnership’s line of credit was extended for three years to April 15, 2007, and the credit availability was increased to $11,400,000 from $7,200,000 to provide funding for the construction costs at Vanderbilt Plaza.

 

The remaining note payable may be prepaid with a penalty based on a yield maintenance formula. There are no prepayment penalties if this note is repaid within six months of the maturity date. The prepayment penalty period ends on November 1, 2005.

 

The annual maturities of the Partnership’s note payable and line of credit subsequent to December 31, 2004 are as follows (in thousands):

 

2005

   $ 159

2006

     5,417

2007

     7,660
    

Total

   $ 13,236
    

 

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 Partnership’s business, assets or results of operations. There can be no assurance that such a material environmental liability does not exist. The existence of any such material environmental liability could have an adverse effect on the Partnership’s 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. 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 a Limited Access Agreement with the Partnership, methane monitoring is handled directly by the City. Although there is no requirement by the RWQCB or the County for Clean Closure which would include removal of all landfill, the City is required to place both a “Cover Improvement System” and a “Gas Extraction System” at the site. The City started the installation of the Cover Improvement System in October 2004. The schedule has been delayed due to the weather conditions since December 2004. Currently, approximately 42% of the work has been completed. The estimated completion date is sometime during the second quarter of 2005. The City was directed by the County of San Bernardino Local Enforcement Agency under a Notice and Order of Compliance to install the Gas Extraction System after the Cover Improvement System is in place. No assurance can be made that circumstances will not arise which could impact the Partnership’s responsibility related to the land. At this time, the Partnership believes that development of this land is not practical.

 

30


Table of Contents

RANCON REALTY FUND IV

A California Limited Partnership, and Subsidiaries

 

Notes to Consolidated Financial Statements

December 31, 2004, 2003 and 2002

 

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) 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 2003; 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, 2004, 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 Partnership’s 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, 2004 are as follows (in thousands):

 

2005

   $ 6,178

2006

     5,768

2007

     5,628

2008

     5,306

2009

     3,768

Thereafter

     13,081
    

Total

   $ 39,729
    

 

In addition to minimum rental payments, certain tenants pay reimbursements for their pro rata share of specified operating expenses, which amounted to $993,000, $1,281,000 and $919,000 for the years ended December 31, 2004, 2003, and 2002, respectively. These amounts were included as rental income in the accompanying consolidated statements of operations.

 

Note 7. TAXABLE INCOME (LOSS)

 

The Partnership’s 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 Partnership’s taxable income or loss, the tax liability of the partners could change accordingly.

 

The following is a reconciliation for the years ended December 31, 2004, 2003 and 2002 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):

 

     2004

    2003

   2002

 

Net income as reported in the accompanying consolidated financial statements

   $ 2,374     $ 1,001    $ 4,812  

Financial reporting depreciation in excess of tax reporting depreciation*

     169       230      130  

Gain on sale of property in excess of gain recognized for tax reporting*

     (660 )     —        (2,115 )

 

31


Table of Contents

RANCON REALTY FUND IV

A California Limited Partnership, and Subsidiaries

 

Notes to Consolidated Financial Statements

December 31, 2004, 2003 and 2002

 

     2004

   2003

   2002

 

Property taxes capitalized for tax reporting*

     61      81      207  

Expenses of undeveloped land capitalized for tax*

     —        —        827  

Operating expenses reported in a different period for financial reporting than for income tax reporting, net*

     100      522      (1,414 )
    

  

  


Net income for federal income purposes*

   $ 2,044    $ 1,834    $ 2,447  
    

  

  


 

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, 2004 and 2003 (in thousands):

 

     2004

    2003

 

Partners’ equity as reported in the accompanying consolidated financial statements*

   $ 26,793     $ 26,392  

Cumulative provision for impairment of investments in real estate

     9,400       9,675  

Tax basis adjustment from partner redemption*

     (2,081 )     (2,081 )

Tax basis investment in Partnership*

     5,865       5,538  

Financial reporting depreciation in excess of tax reporting depreciation*

     (2,808 )     4,172  

Net difference in capitalized costs of development*

     (2,436 )     1,366  

Syndication costs*

     —         314  

Operating expenses recognized in a different period for financial reporting than for income tax reporting, net*

     6,446       (3,422 )
    


 


Partners’ capital for federal income tax purposes*

   $ 41,179     $ 41,954  
    


 



* 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, 2004 and 2003 (in thousands, except for per unit amounts and units outstanding):

 

     Quarter Ended (unaudited)

 
    

March 31,

2004


   

June 30,

2004


   

Sept. 30,

2004


   

Dec. 31,

2004


 

Operating Revenue - Rental income

   $ 1,707     $ 1,706     $ 1,776     $ 1,856  
    


 


 


 


Operating Expenses

                                

Property operating

     597       587       655       767  

Depreciation and amortization

     382       377       407       368  

Expenses associated with undeveloped land

     76       84       37       7  

General and administrative

     296       318       312       317  
    


 


 


 


Total operating expenses

     1,351       1,366       1,411       1,459  
    


 


 


 


Operating income

     356       340       365       397  

Gain on sale of land held for development

     —         1,347       —         —    

Interest and other income

     11       (2 )     3       1  

Interest expense

     (139 )     (118 )     (73 )     (114 )
    


 


 


 


Net income

   $ 228     $ 1,567     $ 295     $ 284  
    


 


 


 


Basic and diluted net income per limited partnership unit

   $ 2.93     $ 21.20     $ 3.82     $ 3.70  
    


 


 


 


Weighted average number of limited partnership units outstanding during each period

     69,998       69,710       69,479       69,092  
    


 


 


 


 

32


Table of Contents

RANCON REALTY FUND IV

A California Limited Partnership, and Subsidiaries

 

Notes to Consolidated Financial Statements

December 31, 2004, 2003 and 2002

 

     Quarter Ended (unaudited)

 
    

March 31,

2003


    June 30,
2003


    Sept. 30,
2003


   

Dec. 31,

2003


 

Operating Revenue - Rental income

   $ 1,639     $ 1,931     $ 1,714     $ 1,840  
    


 


 


 


Operating Expenses

                                

Property operating

     632       625       695       589  

Depreciation and amortization

     335       343       362       376  

Expenses associated with undeveloped land

     77       77       66       63  

General and administrative

     267       294       297       302  
    


 


 


 


Total operating expenses

     1,311       1,339       1,420       1,330  
    


 


 


 


Operating income

     328       592       294       510  

Interest and other income

     12       16       16       16  

Interest expense

     (201 )     (199 )     (196 )     (187 )
    


 


 


 


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  
    


 


 


 


 

33


Table of Contents

RANCON REALTY FUND IV,

A CALIFORNIA LIMITED PARTNERSHIP, AND SUBSIDIARIES

 

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2004

(in thousands)

 

COLUMN A


   COLUMN B

    COLUMN C

   COLUMN D

   COLUMN E

    COLUMN F

   COLUMN G

   COLUMN H

   COLUMN I

Description


   Encumbrances

    Initial Cost to
Partnership


   Cost Capitalized Subsequent
to Acquisition


  

Gross Amount Carried

at December 31, 2004


    Accumulated
Depreciation


   Date
Construction
Began


   Date
Acquired


   Life
Depreciated
Over


     Land

    Buildings and
Improvements


   Improvements

    Carrying
Cost


   Land

    Buildings and
Improvements


    (a)
Total


            

Rental Properties:

                                                                                   

Commercial Office Complexes, San Bernardino County, CA:

                                                                                   

One Vanderbilt

   $ —       $ 572     $ —      $ 6,851     $ —      $ 572     $ 6,851     $ 7,423     $ 3,025    11/30/85    11/06/84    3-40 yrs.

Carnegie Business Center I

     (b )     380       —        3,822       —        380       3,822       4,202       1,716    7/31/86    11/06/84    3-40 yrs.

Inland Regional Center

     (c )     608       —        7,951       —        946       7,613       8,559       1,658    1/96    6/26/87    10-40 yrs.

Provision for impairment of real estate

     —         —         —        (1,678 )     —        (196 )     (1,482 )     (1,678 )     —                 
    


 


 

  


 

  


 


 


 

              
       —         1,560       —        16,946       —        1,702       16,804       18,506       6,399               
    


 


 

  


 

  


 


 


 

              

Commercial Retail Space, San Bernardino County, CA:

                                                                                   

Service Retail Center

     (b )     300       —        1,656       —        300       1656       1,956       661    7/31/86    11/06/84    3-40 yrs.

Provision for impairment of real estate

     —         —         —        (250 )     —        (41 )     (209 )     (250 )     —                 

Promo Retail

     (b )     811       —        5,952       —        811       5,952       6,763       1,657    2/01/93    11/06/84    10-40 yrs.

Provision for impairment of real estate

     —         —         —        (119 )     —        (7 )     (112 )     (119 )                     

TGI Friday’s

     (c )     181       1,624              —        181       1,624       1,805       318    N/A    2/28/97    40yrs.

Circuit City

     (c )     284       —        3,597       —        454       3,427       3,881       1,014    7/96    11/06/84    20-40yrs.

Office Max

     —         324       2,045      (53 )     —        276       2,040       2,316       417    7/98    11/06/84    40yrs.

Mimi’s Café

     —         149       675      66       —        154       736       890       147    7/98    11/06/84    40yrs.

Palm Court Retail #1

     —         194       617      114       —        194       731       925       140    7/98    11/06/84    40yrs.

Palm Court Retail #2

     —         212       636      139       —        212       775       987       169    7/98    11/06/84    40yrs.
    


 


 

  


 

  


 


 


 

              
       13,236       2,455       5,597      11,102       —        2,534       16,620       19,154       4,523               
    


 


 

  


 

  


 


 


 

              

Construction in progress:

                                                                                   

San Bernardino County, CA:

                                                                                   

1 acre - Tri-City

     —         511       —        10,263       —        10,774       —         10,774       —      11/03    11/06/84    N/A
    


 


 

  


 

  


 


 


 

              
       —         511       —        10,263       —        10,774       —         10,774       —                 
    


 


 

  


 

  


 


 


 

              

Land Held for Development:

                                                                                   

San Bernardino County, CA:

                                                                                   

16.5 acres - Tri-City

     —         2,969       —        4,656       —        7,625       —         7,625       —      N/A    11/06/84    N/A

Provision for impairment of real estate

     —         (2,697 )     —        (4,656 )     —        (7,353 )     —         (7,353 )     —                 
    


 


 

  


 

  


 


 


 

              
       —         272       —        —         —        272       —         272       —                 
    


 


 

  


 

  


 


 


 

              
     $ 13,236     $ 4,798     $ 5,597    $ 38,311     $ —      $ 15,282     $ 33,424     $ 48,706     $ 10,922               
    


 


 

  


 

  


 


 


 

              

(a) The aggregate cost of land and buildings for federal income tax purposes is $ 65,618 (unaudited).
(b) Service Retail Center, Carnegie Business Center I and Promotional Retail Center are collateral for debt in the aggregate amount of $5,576.
(c) IRC, Circuit City and TGIF Friday’s are collateral for debt in the aggregate amount of $7,660.

 

(continued)

 

34


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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, 2004, 2003 and 2002:

 

     2004

    2003

   2002

 

Investments in real estate

                       

Balance at beginning of year

   $ 44,632     $ 43,544    $ 50,558  

Additions during year:

                       

Purchases and improvements

     10,217       1,088      615  

Write-off of fully depreciated rental property

     (5,712 )     —        —    

Sales of real estate

     (431 )     —        (7,629 )
    


 

  


Balance at end of year

   $ 48,706     $ 44,632    $ 43,544  
    


 

  


Accumulated depreciation

                       

Balance at beginning of year

   $ 15,271     $ 14,024    $ 17,117  

Additions charged to expense

     1,363       1,247      1,278  

Write-off of fully depreciated rental property

     (5,712 )     —        —    

Sales of real estate

     —         —        (4,371 )
    


 

  


Balance at end of year

   $ 10,922     $ 15,271    $ 14,024  
    


 

  


 

See accompanying independent registered public accounting firm’s report.

 

35


Table of Contents

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 Partnership’s 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 Partnership’s 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 Partnership’s Properties (filed as Exhibit 10.6 to the Partnership’s 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 Partnership’s quarterly report on Form 10-Q for the period ended December 31, 2004), is incorporated herein by reference.
(10.4)   Property Management and Services Agreement dated July 30, 2004 (filed as Exhibit 10.4 to the Partnership’s quarterly report on Form 10-Q for the period ended December 31, 2004 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.

 

36