RANCON REALTY FUND IV - FORM 10-K

RANCON REALTY FUND IV - FORM 10-K - March 30, 2012

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EXCEL - IDEA: XBRL DOCUMENT - RANCON REALTY FUND IV	Financial_Report.xls
EX-31 - SECTION 302 CERTIFICATION OF CEO AND CFO - RANCON REALTY FUND IV	d282777dex31.htm
EX-32 - SECTION 906 CERTIFICATION OF CEO AND CFO - RANCON REALTY FUND IV	d282777dex32.htm

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, 2011

¨	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 the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933, as amended. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act of 1934, as amended. Yes ¨ No 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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 is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (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:

INDEX

RANCON REALTY FUND IV,

A CALIFORNIA LIMITED PARTNERSHIP


		Page No.
	PART I

Item 1.	Business		3-4
Item 1A.	Risk Factors		4-5
Item 1B.	Unresolved Staff Comments		6
Item 2.	Properties		6-8
Item 3.	Legal Proceedings		8
Item 4.	Mine Safety Disclosures		8

	PART II

Item 5.	Market for Partnership’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		9
Item 6.	Selected Financial Data		9
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		10-14
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
Item 9B.	Other information		15

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance		16
Item 11.	Executive Compensation		16
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		16-17
Item 13.	Certain Relationships and Related Transactions, and Director Independence		17
Item 14.	Principal Accountant Fees and Services		17

	PART IV

Item 15.	Exhibits and Financial Statement Schedules.		18-19

	SIGNATURES		20

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 (“DLS”) and Rancon Financial Corporation (“RFC”), hereinafter collectively referred to as the “General Partner”. RFC is wholly owned by DLS. The Partnership has no employees.

The Partnership’s initial acquisition of property during 1984 and 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 approximately 153 acres known as Tri-City (“Tri-City”) and is zoned for mixed commercial, office, hotel, transportation-related, and light industrial uses. Other than two properties which were sold in 2005 to third parties by the Partnership and Rancon Realty Fund V (“Fund V”), a limited partnership sponsored by the General Partner of the Partnership, all of the parcels thereof are separately owned by either the Partnership or Fund V. As of December 31, 2011, the Partnership has twelve properties consisting of five office buildings and seven retail buildings. The Partnership’s properties are more fully described in Item 2.

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 was the Partnership and the General Partner was RRF IV, Inc. (“RRF IV, Inc.”), a corporation wholly owned by the Partnership. Since the Partnership owned 100% of RRF IV, Inc. and indirectly owned 100% of RRF IV Tri-City, the Partnership considered all assets owned by RRF IV, Inc. and RRF IV Tri-City to be owned by the Partnership. In December 2008, both RRF IV, Inc and RRF IV Tri-City were dissolved.

In November 2005, in connection with a refinancing, the Partnership formed Rancon Realty Fund IV Subsidiary LLC, a Delaware limited liability company (“RRF IV SUB”), which is wholly owned by the Partnership. The new entity was formed to satisfy certain lender requirements for a loan obtained in the fourth quarter of 2005. The loan is collateralized by eight properties (as discussed in Item 2) which have been contributed to RRF IV SUB by the Partnership.

The Partnership commenced on April 3, 1984 and shall continue until December 31, 2015, unless terminated earlier in accordance with the provisions of the Partnership agreement.

Competition Within The Market

The Partnership competes in the leasing of its properties primarily with other available properties in the local real estate market. Other than Fund V, 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 and the availability of financing. 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.

Other Factors

Approximately 14.7 acres of the Tri-City land owned by the Partnership was part of a 27-acre landfill operated by the City of San Bernardino (“the City”) from approximately 1950 to 1960. This landfill incorporates two land parcels and part of a third parcel. In 1996, the Santa Ana Regional Water Quality Control Board (“SARWQCB”), with regulatory jurisdiction over the closure and monitoring of landfills, determined that the City was primarily responsible for the landfill. Therefore, the City and the Partnership entered into a Limited Access Easement Agreement, giving the City access to the site for development, implementation and financial responsibility for a plan for the remediation of the landfill. It was determined that the City was to improve the landfill cover system (The Waterman Landfill Cover Improvement Plans, April 2002), perform groundwater monitoring and install a permanent gas extraction system (Landfill Gas Collection System). Under the Limited Access Easement Agreement with the Partnership, methane monitoring is handled directly by the City. The City’s installation of the cover improvement system was completed in the first quarter

of 2007 along with the gas extraction system. The system is now operational and working properly to eliminate methane from the landfill. All controlled wells are in compliance with County standards. Presently, the Partnership does not have any plans to develop or sell this site. No assurance can be made that circumstances will not arise which could impact the Partnership’s responsibility related to the land.

Item 1A.

Risk Factors

Risks of the Current Economic Environment

Financial markets have experienced unusual volatility and uncertainty over the past few years. Liquidity has tightened in all financial markets, including the debt and equity markets. The Partnership’s ability to fund normal recurring expenses and capital expenditures as well as its ability to repay or refinance debt maturities could be adversely affected by an inability to secure financing at reasonable terms, if at all. If economic conditions persist or deteriorate, the Partnership may experience increases in past due accounts, defaults, lower occupancy and reduced effective rents. These conditions could negatively affect the Partnership’s future net income and cash flows and could adversely affect its ability to fund distributions, debt service payments and tenant improvements.

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 may be 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 be assured 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 the 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 defaulting on their obligations to us could adversely affect our results of operations and financial condition.

Potential Liability Due to Environmental Matters

Under federal, state and local laws relating to protection of the environment (“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.

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.

We are not aware of any current liabilities related to environmental matters that are material to us. However, the foregoing risk factor is provided because such risks are inherent to real estate ownership.

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 policy insuring the properties. This coverage has policy specifications 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 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, as amended and reauthorized to date; 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. Pursuant to lease agreements with tenants in certain of the “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 1B.

Unresolved Staff Comments

None.

Item 2.

Properties

During 1984 and 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. In 1985, 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, which in the aggregate consist of approximately 24.5 million square feet of office space. Tri-City is located within the Inland Empire East market. According to a fourth quarter 2011 market view report from an independent broker the overall vacancy rate was 23% within the Inland Empire East market as of December 31, 2011.

As of December 31, 2011, the Partnership owned twelve rental properties and approximately 14.7 acres of unimproved land.

Properties

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


Property	Type	Square Footage

One Vanderbilt	Four-story office building		73,730
Carnegie Business Center I	Two office buildings		62,538
Service Retail Center	Two retail buildings		20,780
Promotional Retail Center	Four retail buildings		66,244
Northcourt Plaza	Two-story office building		77,589
TGI Friday’s	Restaurant		9,956
Promotional Retail Center II	Retail building		39,123
Mimi’s Café	Restaurant		6,455
Palm Court Retail I	Retail building		5,053
Palm Court Retail II	Retail building		7,433
Vanderbilt Plaza	Four-story office building		114,707
North River Place	Three-story office building		71,157

			554,765

The five office properties totaling approximately 399,000 square feet are 79% occupied, and the seven retail properties totaling approximately 155,000 square feet are 51% occupied as of December 31, 2011.

As of December 31, 2011, there were two tenants occupying substantial portions of leased rental space. These two tenants, in the aggregate, occupied approximately 149,000 square feet of the 555,000 total rentable square feet and accounted for approximately 38% of the rental income generated for the Partnership in 2011.

Occupancy rates for the Partnership’s properties for each of the five years ended December 31, 2011 were as follows:


	*2011*			*2010*			*2009*			*2008*			*2007*

One Vanderbilt		100	%		100	%		86	%		74	%		95	%
Carnegie Business Center I		100	%		100	%		100	%		100	%		100	%
Service Retail Center		54	%		77	%		72	%		89	%		89	%
Promotional Retail Center		63	%		63	%		63	%		63	%		65	%
Northcourt Plaza		53	%		49	%		0	%		100	%		100	%
TGI Friday’s		100	%		100	%		100	%		100	%		100	%
Promotional Retail Center II		0	%		0	%		0	%		100	%		100	%
Mimi’s Café		100	%		100	%		100	%		100	%		100	%
Palm Court Retail I		30	%		30	%		70	%		100	%		100	%
Palm Court Retail II		100	%		100	%		100	%		100	%		100	%
Vanderbilt Plaza		92	%		79	%		90	%		90	%		89	%
North River Place (commenced operations in January 2009)		44	%		44	%		44	%		N/A			N/A

Weighted average occupancy		71	%		68	%		62	%		88	%		91	%

Promotional Retail Center II is currently unoccupied. The former tenant, which occupied 100% of the 39,123 square feet, filed for bankruptcy in November 2008 and vacated the building in March 2009. Northcourt Plaza, which was unoccupied as a result of the former tenant vacating the building at the end of its lease in September 2009, is now 53% occupied with one tenant leasing all of the occupied space. North River Place, which was placed into service in January 2009, is 44% occupied as of December 31, 2011. Management is actively marketing the vacant space in all of the buildings for lease.

The annual effective rents per square foot for each of the five years ended December 31, 2011 were as follows:


	*2011*		*2010*		*2009*		*2008*		*2007*

One Vanderbilt	$	18.96	$	22.26	$	19.68	$	22.32	$	21.34
Carnegie Business Center I	$	18.95	$	18.50	$	17.96	$	17.44	$	16.72
Service Retail Center	$	16.78	$	19.03	$	17.40	$	21.13	$	20.31
Promotional Retail Center	$	13.26	$	12.24	$	13.90	$	13.39	$	13.71
Northcourt Plaza	$	15.89	$	18.20	$	0.00	$	17.19	$	17.19
TGI Friday’s	$	21.57	$	19.17	$	19.17	$	19.17	$	20.34
Promotional Retail Center II	$	0.00	$	0.00	$	0.00	$	16.19	$	14.72
Mimi’s Café	$	16.67	$	16.67	$	16.67	$	14.81	$	14.81
Palm Court Retail I	$	22.09	$	22.09	$	28.19	$	25.50	$	25.23
Palm Court Retail II	$	20.18	$	20.18	$	20.18	$	22.38	$	27.81
Vanderbilt Plaza	$	23.97	$	24.45	$	24.81	$	23.89	$	23.43
North River Place (commenced operations January 2009)	$	28.45	$	27.43	$	12.42		N/A		N/A

Annual effective rent is calculated by dividing the aggregate of annualized December monthly rental income by the total square feet occupied at the property.

The Partnership’s properties are owned by the Partnership subject to the following first deeds of trust as of December 31, 2011:


Collateral	Eight properties (discussed below)			Carnegie Business Center, Vanderbilt Plaza, Northcourt, and North River

Form of debt		Note payable			Line of credit
Availability		––		$	15,000,000
Outstanding balance	$	21,842,000		$	7,748,864
Interest Rate		5.46	%		N/A
Monthly payment	$	136,000			Interest only
Original Maturity date		1/1/2016			12/19/2010
Extended Maturity date		N/A			12/19/2013

The note payable is collateralized by Promotional Retail Center II, Mimi’s Cafe, Palm Court Retail I and II, Promotional Retail Center, Service Retail Center, TGI Friday’s and One Vanderbilt. This note provides for a one-time loan assumption and release provisions for individual assets.

On April 14, 2011, we modified the line of credit agreement to extend the maturity date to December 19, 2013 with two one year extension options. Under the modification, the total availability was increased to $15,000,000, the interest rate increased to 30-day LIBOR plus 3%, and two additional properties were added as collateral such that the line is now collateralized by Carnegie Business Center, Vanderbilt Plaza, North River Place and Northcourt Plaza. The line of credit contains a minimum net worth covenant and a debt to total assets covenant. In order to extend the maturity date of the line of credit in the future, the Partnership must meet several conditions precedent, including a specified loan to value ratio.

Land

As of December 31, 2011, the Partnership owned approximately 14.7 acres of unimproved land. This land was part of a 27-acre landfill operated by the City of San Bernardino (“the City”) from approximately 1950 to 1960. This landfill incorporates two land parcels and part of a third parcel. In 1996, the Santa Ana Regional Water Quality Control Board (“SARWQCB”), with regulatory jurisdiction over the closure and monitoring of landfills, determined that the City was primarily responsible for the landfill. Therefore, the City and the Partnership entered into a Limited Access Easement Agreement, giving the City access to the site for development, implementation and financial responsibility for a plan for the remediation of the landfill. It was determined that the City was to improve the landfill cover system (The Waterman Landfill Cover Improvement Plans, April 2002), perform groundwater monitoring and install a permanent gas extraction system (Landfill Gas Collection System). Under the Limited Access Easement Agreement with the Partnership, methane monitoring is handled directly by the City. The City’s installation of the cover improvement system was completed in the first quarter of 2007 along with the gas extraction system. The system is now operational and working properly to eliminate methane from the landfill. All controlled wells are in compliance with County standards. Presently, the Partnership does not have any plans to develop or sell this site. No assurance can be made that circumstances will not arise which could impact the Partnership’s responsibility related to the land.

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.

Mine Safety Disclosures

Not Applicable.

Part II

Item 5.

Market for Partnership’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

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

Holders

As of December 31, 2011, there were 6,756 holders of 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.

There were no distributions during 2011 or 2010.

Item 6.

Selected Financial Data

The following is selected financial data for each of the five years ended December 31, 2011 (in thousands, except per unit of limited partnership interest data):


	*2011*			*2010*			*2009*			*2008*			*2007*

Operating revenue	$	9,099		$	9,072		$	8,673		$	9,596		$	10,103
Net (loss) income	$	(1,103	)	$	(1,046	)	$	(2,388	)	$	49		$	1,470
Net (loss) income allocable to limited partners	$	(1,092	)	$	(1,036	)	$	(2,364	)	$	44		$	1,323
Net (loss) income per limited partnership unit	$	(16.59	)	$	(15.74	)	$	(35.92	)	$	(2.43	)	$	19.34
Total assets	$	49,570		$	50,640		$	52,345		$	53,059		$	53,395
Long-term obligations	$	29,591		$	29,850		$	28,756		$	28,642		$	26,028
Cash distributions per limited partnership unit	$	—		$	—		$	—		$	31.74		$	27.60

Effective January 1, 2009, the Partnership adopted guidance which improves the comparability of earnings per unit calculations for master limited partnerships (MLPs) with incentive distribution rights (IDRs). As such, the distributions should impact the calculation of earnings per unit (“EPU”) using the two-class method. The guidance has been applied retroactively to adjust the computation of EPU, in the above table, for the years ended December 31, 2008, and 2007.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our results of operations, liquidity and capital resources, and financial condition should be read in conjunction with the selected financial data in Item 6 and the consolidated financial statements, including the notes thereto, included in Item 15 of Part IV.

Background

The Partnership’s initial acquisition of property during 1984 and 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 approximately 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 limited partnership sponsored by the General Partner of the Partnership. As of December 31, 2011, the Partnership has twelve properties which consisted of five office buildings and seven retail buildings.

Overview

Leasing

During 2011, management executed two new leases totaling 23,040 square feet of space and renewed seven leases totaling 39,930 square feet.

Results of Operations

Comparison of the year ended December 31, 2011 to the year ended December 31, 2010

Revenue

Both rental revenue and other and tenant reimbursements revenue varied only slightly when comparing results for the year ended December 31, 2011 to the year ended December 31, 2010. Rental revenue and other increased by $42,000, or 1% for the year ended December 31, 2011 as compared to the year ended December 31, 2010. Tenant reimbursements decreased by $15,000 or 1% for the year ended December 31, 2011 as compared to the year ended December 31, 2010.

Expenses

Property operating costs and depreciation and amortization both decreased slightly by $23,000 or 1% and $56,000 or 2%, respectively, for the year ended December 31, 2011 compared to the year ended December 31, 2010.

General and administrative expense increased $65,000, or 8%, for the year ended December 31, 2011 compared to the year ended December 31, 2010 primarily due to increases in legal fees associated with the SBX light rail project. These expenses are partially offset by lower investor relations expenses for the year.

Non-operating income / expenses

Interest expense increased $98,000 or 7% for the year ended December 31, 2011 compared to the year ended December 31, 2010. The increase is due to higher borrowings under the line of credit and increased amortization of loan fees due to costs incurred with the 2011 modification and extension of the line of credit.

Comparison of the year ended December 31, 2010 to the year ended December 31, 2009

Revenue

Rental revenue and other increased by $305,000, or 4%, for the year ended December 31, 2010, compared to the year ended December 31, 2009. The primary reason is higher revenues at North River Place which were above the prior year by $583,000. The property was 44% occupied throughout 2010, whereas in 2009 it was vacant during the first half of the year and did not achieve its current occupancy level until the fourth quarter. In addition, revenues at One Vanderbilt increased by $181,000 compared to the prior year due to an increase in occupancy. Revenue for 2010 also includes $111,000 related to the sale of the Partnership’s bankruptcy claim against a former tenant to a third party. Offsetting these increases was lower revenue from Northcourt Plaza where occupancy was approximately 46% from March 2010 onwards, compared to 100% for the first three quarters of 2009, before being unoccupied at the end of 2009. This decline is the result of the single tenant vacating the building at the end of its lease in September 2009, with only partial lease up since then. Lower occupancy at Northcourt Plaza reduced rental revenues by $266,000 compared to

prior year. In addition, lower occupancy at Vanderbilt Plaza and a reduction in the rental rate at Palm Court Retail I, reduced rental revenues by $97,000 and $86,000, respectively, compared to the prior year. The remaining difference is due to a number of smaller declines in occupancy and lower rental rates across several properties.

Tenant reimbursements increased by $94,000, or 9%, for the year ended December 31, 2010, compared to the year ended December 31, 2009. The increase was primarily due to an increase at One Vanderbilt of $192,000 due to higher occupancy partially offset by a decrease of $54,000 related to lower occupancy at Northcourt Plaza.

Expenses

Property operating expenses decreased $56,000, or 1%, for the year ended December 31, 2010, compared to the year ended December 31, 2009. Property taxes, space planning and refurbishment costs, and janitorial costs, were below prior year amounts by $70,000, $86,000 and $59,000 respectively. The lower property tax expense was due to property tax refunds related to Carnegie Business Center I and the reversal of a property tax reserve following collection from the tenant. Space planning and refurbishment costs were higher in 2009 due to costs incurred at Promotional Retail II following the former tenant vacating the building. Janitorial expenses were lower due to the new tenant at Northcourt Plaza paying directly for these costs which was not previously the case. Partially offsetting this favorable variance were higher utility, HVAC and repairs and maintenance costs of $89,000, $45,000 and $38,000 respectively. These increases were primarily associated with higher occupancy throughout 2010 compared to 2009 at North River Place and One Vanderbilt together with extended operating hours at certain properties.

Depreciation and amortization decreased $596,000, or 14%, for the year ended December 31, 2010, compared to the year ended December 31, 2009. In 2009 the remaining unamortized tenant improvements and leasing commissions of $880,000 related to the early termination of the single-tenant lease at Promotional Retail II, were fully amortized. There was no similar expense in 2010 resulting in a favorable variance, which was partially offset by depreciation related to tenant improvements at North River Place and Northcourt Plaza.

General and administrative expense decreased $81,000, or 9%, for the year ended December 31, 2010, compared to the year ended December 31, 2009, primarily due to decreases in tax and license fee payments, legal fees and audit fees of $40,000, $31,000 and $21,000 respectively. Tax and license fee payments and legal fees are below 2009 due to 2009 including certain one time fees, including legal costs associated with a proposed rapid transportation project, not incurred in 2010. The lower audit fees are related to the decision by the SEC to exempt smaller companies from the Sarbanes Oxley external auditor testing requirements, now made permanent by Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Non-operating income / expenses

Interest expense decreased $212,000, or 12%, for the year ended December 31, 2010, compared to the year ended December 31, 2009, due to $231,000 in lower amortization of loan fees compared to prior year. Amortization for 2009 included the amortization of loan fees associated with the new line of credit obtained in December 2008. This favorable variance was partially offset by higher interest associated with the line of credit due to higher average outstanding balances during 2010.

Liquidity and Capital Resources

As of December 31, 2011, the Partnership had cash and cash equivalents of $2,624,000.

The Partnership’s primary liability at December 31, 2011 is a note payable of approximately $21,842,000, collateralized by properties with an aggregate net carrying value of approximately $13,110,000. The note has a 10-year term with a 30-year amortization requiring monthly principal and interest payments of approximately $136,000, bears a fixed interest rate of 5.46%, and has a maturity date of January 1, 2016. The note is collateralized by Promotional Retail II, Mimi’s Cafe, Palm Court Retail I and II, Promotional Retail Center, Service Retail Center, TGI Friday’s and One Vanderbilt. This note also provides for a one-time loan assumption and release provisions for individual assets.

The Partnership is contingently liable for subordinated real estate commissions payable to the General Partner in the aggregate amount of $643,000 as of December 31, 2011, 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 not currently met, 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, proceeds from property sales and interest income on money market funds and short-term investments. Cash generated from property sales is generally added to the Partnership’s cash reserves, pending use in the development of properties, leasing costs or distribution to the partners.

Contractual Obligations

At December 31, 2011, we had contractual obligations as follows (in thousands):


	Less than 1 year		1 to 3 years		3 to 5 years		Total
Collateralized mortgage loans	$	415	$	980	$	20,447	$	21,842
Interest on indebtedness		1,181		2,285		1,101		4,567
Line of credit		—		7,749		—		7,749


Total	$	1,596	$	11,014	$	21,548	$	34,158

Management expects that the Partnership’s cash balance at December 31, 2011, together with cash from operations, sales and financings, will be sufficient to finance the Partnership’s and the properties’ continuing 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.

Operating Activities

During the year ended December 31, 2011, the Partnership’s cash provided by operating activities totaled $2,123,000. Net income before depreciation and amortization (including amortization of loan fees) was $2,595,000. Other significant operational cash activities included an increase in deferred costs of $478,000 during 2011 which was primarily due to leasing commissions.

Investing Activities

During the year ended December 31, 2011, the Partnership’s cash used in investing activities totaled $924,000, which consisted entirely of additions to real estate investments for building and tenant improvements.

Financing Activities

During the year ended December 31, 2011, the Partnership’s cash used in financing activities totaled $600,000, which consisted of $170,000 in draws on the line of credit, $429,000 of principal payments on the note payable and $341,000 in deferred loan fees.

Cash Flows

During 2011, cash provided by operating activities was $2,123,000, as compared to cash provided by operating activities of $1,671,000 for the same period in 2010. The change was primarily due to a decrease in accounts receivable. During 2011, cash used in investing activities was $924,000, as compared to cash used in investing activities of $2,656,000 for the same period in 2010, due to higher real estate additions in 2010. During 2011, cash used in financing activities was $600,000, as compared to cash provided by financing activities of $1,094,000 for the same period in 2010. The change was primarily due to lower net draws on the line of credit and payment of deferred loan fees.

During 2010, cash provided by operating activities was $1,671,000, as compared to cash provided by operating activities of $1,339,000 for the same period in 2009. The change was due to an increase in net income of $517,000 after adding back depreciation and amortization, amortization of loan fees, combined with changes in cash flows related to certain assets and liabilities, primarily deferred costs. During 2010, cash used in investing activities was $2,656,000, as compared to cash used in investing activities of $2,548,000 for the same period in 2009, due to higher real estate additions in 2010. During 2010, cash provided by financing activities was $1,094,000, as compared to cash provided by financing activities of $86,000 for the same period in 2009. The change was primarily due to higher net draws on the line of credit.

Critical Accounting Policies

Revenue recognized on a straight-line basis

The Partnership recognizes rental revenue on a straight-line basis over the term of its leases. Actual amounts collected could be lower than the amounts recognized on a straight-line basis if specific tenants are unable to pay rent that the Partnership has previously recognized as revenue. For tenants with percentage rent, the Partnership recognizes revenue when the tenants’ specified sales targets have been met. The reimbursements from tenants for real estate taxes and other recoverable operating expenses are recognized as revenue on an estimated basis during the current year. The Partnership develops a revised estimate of the amount recoverable from tenants based on updated expenses for the year and amounts to be recovered and records adjustments to income in the current year financial statement accounts. Any final changes in estimate based on lease-by-lease reconciliations and tenant negotiations and collection are recorded in the period those negotiations are settled.

Carrying value of rental properties and land held for development

The Partnership’s rental properties, including the related land, are stated at depreciated cost unless events or circumstances indicate that such amount cannot be recovered based on undiscounted cash flows, excluding interest, in which case the carrying value of the property is reduced to its estimated fair value. Estimated fair value 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. 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 is computed using estimated sales price, based upon market values for comparable properties and considers the cost to complete and the estimated fair value of the completed project.

The pre-development costs for a new project are capitalized and include survey fees and consulting fees. Interest, property taxes and insurance related to the new project are capitalized during periods when activities that are necessary to get the project ready for its intended use are in progress. The capitalization ends when the construction is substantially completed and the project is ready for its intended use.

The actual value of the Partnership’s portfolio of properties and land held for development could be different from their carrying amounts.

Fair Value of Investments

The Partnership adopted policies related to the accounting for fair value measurements effective January 1, 2008. The guidance related to accounting for fair value measurements which defines fair value and establishes a framework for measuring fair value in order to meet disclosure requirements for fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. This hierarchy describes three levels of inputs that may be used to measure fair value.

Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

Level 1. Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market.

Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.

Level 3. Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation using unobservable inputs. This category generally includes long-term derivative contracts, real estate and unconsolidated joint ventures.

The Partnership adopted policies with respect to the fair value assets and liabilities on January 1, 2008. There was no material impact on the Partnership’s financial position, results of operations and cash flows as a result of adoption.

Inflation

Leases at the office properties typically provide for rent adjustment and pass-through of certain operating expenses during the term of the lease. Substantially all of the leases at the office and retail properties provide for pass-through to tenants of certain operating costs, including real estate taxes, common area maintenance expenses, and insurance. We anticipate that these provisions may permit us to increase rental rates or other charges to tenants in response to rising prices and, therefore, serve to reduce our exposure to the adverse effects of inflation.

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 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:

•

Our belief that cash and cash generated by operations, sales and financing will be sufficient to meet our operating requirements in both the short and the long-term;

•

Our expectation that changes in market interest rates will not have a material impact on the performance or the fair value of our portfolio;

•

Our belief that certain claims and lawsuits which have arisen against us in the normal course of business will not have a material adverse effect on our financial position, cash flow or results of operations;

•

Our belief that our properties are competitive within our market;

•

Our expectation to achieve certain occupancy levels;

•

Our estimation of market strength;

•

Our knowledge of any material environmental matters or issues relating to the landfill property; and

•

Our expectation that lease provisions may permit us to increase rental rates or other charges to tenants in response to rising prices, and therefore serve to reduce exposure to the adverse effects of inflation.

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:

•

market fluctuations in rental rates and occupancy;

•

reduced demand for rental space;

•

availability and creditworthiness of prospective tenants;

•

defaults or non-renewal of leases by customers;

•

differing interpretations of lease provisions regarding recovery of expenses;

•

increased operating costs;

•

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

•

our failure to obtain necessary outside financing; and

•

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

Risks of Litigation

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 by expected maturity dates of the note payable with a fixed interest rate of 5.46% and the line of credit with a variable interest rate of 30-day LIBOR plus 3.00% (3.32% at December 31, 2011.)


	Expected Maturity Date
	2012		2013		2014		2015		2016		Total
	(in thousands)
Collateralized fixed rate debt	$	415	$	477	$	503	$	532	$	19,915	$	21,842
Line of credit		—		7,749		—		—		—		7,749

	$	415	$	8,226	$	503	$	532	$	19,915	$	29,591

A change of 1/8% in the index rate to which our variable rate debt is tied would change the annual interest we incurred by approximately $9,600, based upon the balances outstanding on variable rate instruments at December 31, 2011.

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

The principal executive officer and principal financial officer of the General Partner have evaluated the disclosure controls and procedures of the Partnership as of the end of the period covered by this annual report. As used herein, the term “disclosure controls and procedures” has the meaning given to the term by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and includes the controls and other procedures of the Partnership that are designed to ensure that information required to be disclosed by the Partnership in the reports that it files with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based upon his evaluation, the principal executive officer and principal financial officer of the General Partner has concluded that the Partnership’s disclosure controls and procedures were effective such that the information required to be disclosed by the Partnership in this annual report is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms applicable to the preparation of this report and is accumulated and communicated to the General Partner’s management, including the General Partner’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

The report called for by Item 308(a) of Regulation S-K is incorporated herein by reference to “Management’s Annual Report on Internal Control Over Financial Reporting” (“Management’s Report”), included in the financial statements included as an exhibit to this report.

There have not been any changes in the Partnership’s internal control over financial reporting identified in connection with Management’s Report that occurred during the Partnership’s fourth fiscal quarter ended December 31, 2011 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

Item 9B.

Other Information

None.

Part III

Item 10.

Directors, Executive Officers and Corporate Governance

Daniel L. Stephenson and Rancon Financial Corporation (“RFC”) are the general partners of the Partnership. Mr. Stephenson is the Director, President, Chief Executive Officer and Chief Financial Officer of RFC.

Mr. Stephenson, age 68, 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 RFC’s inception, held the position of Director. In addition, Mr. Stephenson was President, Chief Executive Officer and Chief Financial 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 acquired a portfolio of assets from the Resolution Trust Corporation.

Section 16(a) Beneficial Ownership Reporting Compliance

Based on a review of the copies of beneficial ownership reports filed pursuant to Section 16(a) of the Exchange Act received by the Partnership, the Partnership believes that, during the fiscal year ended December 31, 2011, all such ownership reports were filed on a timely basis.

Code of Ethics

The Partnership has not adopted a “code of ethics” as defined in rules adopted by the SEC. Because neither the Partnership nor the General Partner has any employees other than Daniel L. Stephenson, the Partnership has determined that adopting a code of ethics would not appreciably improve the Partnership’s ability to deter wrongdoing or promote the conduct set forth in such SEC rules.

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 and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners


*Title* *of Class*	*Name of Beneficial Owner*	*Amount and Nature of* *Beneficial Ownership*	*Percent* *of Class*

Units	Glenborough Property Partners, LLC 400 South El Camino Real, Suite 1100 San Mateo, CA 94402	7,386 Units		11.22	%

Security Ownership of Management


*Title* *of Class*	*Name of Beneficial Owner*	*Amount and Nature of* *Beneficial Ownership*	*Percent* *of Class*

Units	Daniel L. Stephenson (IRA) 41391 Kalmia, Suite 200, Murrieta, CA 92562	4 Units (direct)		*

Units	Daniel L. Stephenson (IRA) 41391 Kalmia, Suite 200, Murrieta, CA 92562	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, and Director Independence

During the years ended December 31, 2011 and 2010, no distributions were made by the Partnership to the General Partner. In both 2011 and 2010, the Partnership paid fees, as described in more detail in Note 6 to the consolidated financial statements attached hereto as an exhibit, to Glenborough LLC, an affiliate of Glenborough Property Partners, LLC, which holds 11.22% of the Units. Other than fees to Glenborough LLC, in 2011 and 2010, the Partnership did not incur any expenses or costs reimbursable to any related person of the Partnership during the fiscal years ended December 31, 2011 and 2010.

Director Independence

The Partnership has no officers or directors. Information on Mr. Stephenson, one of the general partners of the Partnership and Director, President, Chief Executive Officer and Chief Financial Officer of the other general partner of the Partnership, is provided in the first paragraph of Item 10. Mr. Stephenson is not “independent” within the meaning of relevant SEC and stock exchange definitions of the term.

The Partnership has no “parents” within the meaning of the Exchange Act and the SEC’s rules. See also Item 12 herein, “Security Ownership of Certain Beneficial Owners.”

Item 14.

Principal Accountant Fees and Services

Audit Fees

The Partnership was billed $116,000 for audit services rendered by its current principal accountant during both fiscal years ended December 31, 2011 and 2010.

Audit-Related Fees

The Partnership did not incur audit-related fees for services provided by its current principal accountant during the fiscal years ended December 31, 2011 and 2010.

Tax Fees

The Partnership did not incur tax fees for services provided by its current principal accountant during the fiscal years ended December 31, 2011 and 2010.

All Other Fees

The Partnership did not incur any other fees for services provided by its current principal accountant during the fiscal years ended December 31, 2011 and 2010.

Part IV

Item 15.

Exhibits and Financial Statement Schedules

(a)

The following documents are filed as part of the report:

Management’s Annual Report on Internal Control over Financial Reporting

(1)

Financial Statements:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2011 and 2010

Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009

Consolidated Statements of Partners’ Equity for the years ended December 31, 2011, 2010 and 2009

Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009

Notes to Consolidated Financial Statements

(2)

Financial Statement Schedule:

Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2011 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, file number 0-14207), 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, file number 0-14207), 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, file number 0-14207), 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 September 30, 2003, file number 0-14207), 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 September 30, 2004), is incorporated herein by reference.

		(10.5)		First Amendment to the Property Management and Services Agreement dated March 30, 2005 (filed as Exhibit 10.4 to the Partnership’s current report on Form 8-K, filed with the SEC on February 27, 2009), is incorporated herein by reference.

		(10.6)		Second Amendment to the Property Management and Services Agreement dated December 1, 2005 (filed as Exhibit 10.4 to the Partnership’s current report on Form 8-K, filed with the SEC on February 27, 2009), is incorporated herein by reference.


		(10.7)		Third Amendment to the Property Management and Services Agreement dated May 1, 2006 (filed as Exhibit 10.4 to the Partnership’s current report on Form 8-K, filed with the SEC on February 27, 2009), is incorporated herein by reference.

		(10.8)		Fourth Amendment to Property Management and Services Agreement dated March 1, 2010 (filed as Exhibit 10.4 to the Partnership’s current report on Form 8-K filed with the SEC on February 27, 2009), is incorporated herein by reference.

		(10.9)		Promissory note in the amount of $24,100,000, dated November 15, 2005 secured by Deeds of Trust on eight of the Partnership’s Properties (filed as Exhibit 10.9 to the Partnership’s annual report on Form 10-K for the year ended December 31, 2009), is incorporated herein by reference.

		(31)		Section 302 Certification of Daniel L. Stephenson, Chief Executive Officer and Chief Financial Officer of the General Partner of the Partnership.

		(32)		Section 906 Certification of Daniel L. Stephenson, Chief Executive Officer and Chief Financial Officer of the General Partner of the Partnership. *

		101.INS		XBRL Instance Document.

		101.SCH		XBRL Taxonomy Extension Schema Document.

		101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

		101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

		101.LAB		XBRL Taxonomy Extension Labels Linkbase Document.

		101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as required by Section 906, is not to be deemed “filed” with the SEC or subject to the rules and regulations promulgated by the SEC under the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of said Act.

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 30, 2012	By:	/s/ Daniel L. Stephenson
		Daniel L. Stephenson, President

Date: March 30, 2012	By:	/s/ Daniel L. Stephenson
		Daniel L. Stephenson,
		General Partner

INDEX TO FINANCIAL STATEMENTS

AND SCHEDULE


	Page No.

Management’s Annual Report on Internal Control over Financial Reporting		22

Report of Independent Registered Public Accounting Firm		23

Consolidated Balance Sheets as of December 31, 2011 and 2010		24

Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009		25

Consolidated Statements of Partners’ Equity for the years ended December 31, 2011, 2010 and 2009		26

Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009		27

Notes to Consolidated Financial Statements		28-37

Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2011 and Notes thereto		38-39

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

Management’s Annual Report on Internal Control over Financial Reporting

The Partnership, as such, has no officers or directors, but is managed by the General Partner. The General Partner’s principal officer is responsible for establishing and maintaining adequate internal control over financial reporting for the Partnership. The Partnership’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Partnership’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of the management and directors of the General Partner; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets of the Partnership that could have a material effect on the financial statements of the Partnership.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on its assessment, management determined that the Partnership maintained effective internal control over financial reporting as of December 31, 2011.

March 30, 2012

Report of Independent Registered Public Accounting Firm

To The General Partner

Rancon Realty Fund IV, a California Limited Partnership

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Rancon Realty Fund IV, a California Limited Partnership (the “Partnership”) and its subsidiaries at December 31, 2011 and 2010 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule, listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

San Francisco, CA

March 30, 2012

RANCON REALTY FUND IV

A California Limited Partnership, and Subsidiaries

Consolidated Balance Sheets

December 31, 2011 and 2010

(in thousands, except units outstanding)


	2011			2010
Assets
Investments in real estate:
Rental properties	$	65,714		$	65,456
Accumulated depreciation		(22,757	)		(20,509	)

Rental properties, net		42,957			44,947

Cash and cash equivalents		2,624			2,025
Accounts receivable, net		130			206
Deferred costs, net of accumulated amortization of $1,917 and $1,629 as of December 31, 2011 and 2010, respectively		2,075			1,842
Prepaid expenses and other assets		1,784			1,620


Total assets	$	49,570		$	50,640


Liabilities and Partners’ Equity (Deficit)
Liabilities:
Note payable and line of credit	$	29,591		$	29,850
Accounts payable and other liabilities		418			381
Tenant and building improvements payable		213			15
Prepaid rent		234			177


Total liabilities		30,456			30,423


Commitments and contingent liabilities (Note 7)

Partners’ Equity (Deficit):
General Partner		(864	)		(853	)
Limited partners, 65,819 limited partnership units outstanding as of December 31, 2011 and 2010		19,978			21,070


Total partners’ equity		19,114			20,217


Total liabilities and partners’ equity	$	49,570		$	50,640

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

RANCON REALTY FUND IV

A California Limited Partnership, and Subsidiaries

Consolidated Statements of Operations

For the years ended December 31, 2011, 2010 and 2009

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


	2011			2010			2009

Operating revenue
Rental revenue and other	$	8,027		$	7,985		$	7,680
Tenant reimbursements		1,072			1,087			993

Total operating revenue		9,099			9,072			8,673


Operating expenses
Property operating expenses		4,161			4,184			4,240
Depreciation and amortization		3,572			3,628			4,224
General and administrative		874			809			890

Total operating expenses		8,607			8,621			9,354


Operating income (loss)		492			451			(681	)

Interest and other income		1			1			3
Interest expense (including amortization of loan fees)		(1,596	)		(1,498	)		(1,710	)

Net loss	$	(1,103	)	$	(1,046	)	$	(2,388	)


Basic and diluted net loss per limited partnership unit	$	(16.59	)	$	(15.74	)	$	(35.92	)


Weighted average number of limited partnership units outstanding		65,819			65,819			65,819

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

RANCON REALTY FUND IV

A California Limited Partnership, and Subsidiaries

Consolidated Statements of Partners’ Equity

For the years ended December 31, 2011, 2010 and 2009

(in thousands)


	General Partner			Limited Partners			Total

Balance (deficit) at December 31, 2008	$	(819	)	$	24,470		$	23,651

Net loss		(24	)		(2,364	)		(2,388	)


Balance (deficit) at December 31, 2009		(843	)		22,106			21,263

Net loss		(10	)		(1,036	)		(1,046	)


Balance (deficit) at December 31, 2010		(853	)		21,070			20,217

Net loss		(11	)		(1,092	)		(1,103	)


Balance (deficit) at December 31, 2011	$	(864	)	$	19,978		$	19,114

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

RANCON REALTY FUND IV

A California Limited Partnership, and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2011, 2010 and 2009

(in thousands)


	2011			2010			2009
Cash flows from operating activities:
Net loss	$	(1,103	)	$	(1,046	)	$	(2,388	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		3,572			3,628			4,224
Amortization of loan fees, included in interest expense		126			61			290
Changes in certain assets and liabilities:
Accounts receivable		76			(202	)		84
Deferred costs		(478	)		(384	)		(792	)
Prepaid expenses and other assets		(164	)		(325	)		68
Accounts payable and other liabilities		37			(34	)		(70	)
Prepaid rent		57			(27	)		(77	)


Net cash provided by operating activities		2,123			1,671			1,339


Cash flows from investing activities:
Additions to real estate investments		(924	)		(2,656	)		(2,548	)


Net cash used in investing activities		(924	)		(2,656	)		(2,548	)


Cash flows from financing activities:
Draws on line of credit		170			1,500			1,499
Payments on line of credit		—			—			(1,000	)
Note payable principal payments		(429	)		(406	)		(385	)
Payment of deferred loan fees		(341	)		—			(28	)


Net cash (used in) / provided by financing activities		(600	)		1,094			86


Net increase (decrease) in cash and cash equivalents		599			109			(1,123	)

Cash and cash equivalents at beginning of year		2,025			1,916			3,039


Cash and cash equivalents at end of year	$	2,624		$	2,025		$	1,916


Supplemental disclosure of cash flow information:

Cash paid for interest	$	1,463		$	1,434		$	1,408


Supplemental disclosure of non-cash operating activities:

Write-off of fully depreciated rental property assets	$	864		$	915		$	2,812


Write-off of fully amortized deferred costs	$	298		$	365		$	997


Supplemental disclosure of non-cash investing activities:

Additions to real estate investments included in tenant and building improvements payable	$	213		$	15		$	1,707

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

RANCON REALTY FUND IV

A California Limited Partnership, and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

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 collectively 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 (unaudited) of partially developed and unimproved land located in San Bernardino, California. The property is part of a master-planned development of 153 acres (unaudited) known as Tri-City (“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 either by the Partnership or Rancon Realty Fund V (“Fund V”), a limited partnership sponsored by the General Partner of the Partnership. As of December 31, 2011, the Partnership has twelve properties which consisted of five office buildings, five retail buildings and two restaurants.

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 December 2008, both RRF IV, Inc and RRF IV Tri-City were dissolved.

In November 2005, in connection with a refinancing, the Partnership formed Rancon Realty Fund IV Subsidiary LLC, a Delaware limited liability company (“RRF IV SUB”), which is wholly owned and consolidated by the Partnership. The new entity was formed to satisfy certain lender requirements for a note obtained in the fourth quarter of 2005. The note is collateralized by eight properties (as discussed in Note 5) which have been contributed to RRF IV SUB by the Partnership.

As of December 31, 2011, there were 65,819 Units outstanding.

The partnership commenced on April 3, 1984 and shall continue until December 31, 2015, unless previously terminated in accordance with the provisions of the Partnership Agreement.

Any references to the number of buildings, square footage, customers and occupancy stated in the financial statement footnotes are unaudited.

Allocation of Net Income and Net Loss

Allocation of net income and net loss is 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; however, if the limited partners or the General Partner would have, as a result of an allocation of cumulative net losses, a deficit balance in their capital accounts, then net losses shall not be allocated to the limited partners or General Partner, as the case may be, so as to create a capital account deficit, but such losses shall be allocated to the limited partners or General Partner with positive capital account balances until the positive capital account balances of such other partners are reduced to zero. However, if deficits are the result of cumulative distributions in excess of earnings, losses will continue to be allocated to the General Partner. Capital accounts shall be determined after taking into account all other allocations and distributions for the fiscal year.

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 required 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 accounts 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.

RANCON REALTY FUND IV

A California Limited Partnership, and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

Net losses other than net losses from operations are allocated 99% to the limited partners and 1% to the General Partner. Such net losses will be allocated among limited partners as necessary to equalize their capital accounts in proportion to their Units, and thereafter will be allocated in proportion to their Units.

The terms of the Partnership Agreement call for the General Partner to restore any deficits that may exist in its capital account after allocation of gains and losses from the sale of the final property owned by the Partnership, but prior to any liquidating distributions being made to the partners.

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 their absolute discretion that it is in the best interests of the Partnership; and (ii) all distributions are subject to the payment of partnership expenses and maintenance of reasonable reserves for debt service, alterations and 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 has received an amount equal to 20 percent of all distributions of cash from sales or refinancing; and (iv) the balance, 80 percent to the limited partners, pro rata in proportion to the number of Units held by each, and 20 percent to the General Partner.

Note 2.

SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Consolidation

The accompanying consolidated financial statements present the consolidated financial position of the Partnership and its wholly-owned subsidiaries as of December 31, 2011 and 2010, and the consolidated statements of operations, of partners’ equity and of cash flows of the Partnership and its wholly-owned subsidiaries for the years ended December 31, 2011, 2010 and 2009. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“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 reported results of operations during the reporting period. Actual results could differ from those estimates.

Rental Properties

Rental properties, including the related land, are stated at depreciated cost unless events or circumstances indicate that such amounts cannot be recovered based on undiscounted cash flows, excluding interest, in which case the carrying value of the property is reduced to its estimated fair value. Estimated fair value is computed using estimated sales price, as determined by prevailing market values for comparable properties and/or the use of capitalization rates applied to annualized net operating income based upon the age, construction and use of the building. 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. Rental properties are reviewed for impairment whenever there is a triggering event and at least annually. There was no impairment of rental properties for the years ended December 31, 2011, 2010 and 2009.

RANCON REALTY FUND IV

A California Limited Partnership, and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

Depreciation is provided using the straight-line method over the useful lives of the respective assets. The useful lives are as follows:


Building and improvements		5 to 40 years
Tenant improvements		Lesser of the initial term of the related lease, or the estimated useful life of the improvement
Furniture and equipment		5 to 7 years

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 is computed using estimated sales price, based upon market values for comparable properties and considers the cost to complete and the estimated fair value of the completed project. Construction in progress and land held for development are reviewed for impairment whenever there is a triggering event and at least annually. The Partnership recorded an impairment charge related to land held for development of $268,000 for the year ended December 31, 2008.

Fair Value of Investments

The Partnership has adopted policies related to the accounting for fair value measurements. The guidance related to accounting for fair value measurements defines fair value and establishes a framework for measuring fair value in order to meet disclosure requirements for fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. This hierarchy describes three levels of inputs that may be used to measure fair value.

Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

Cash and Cash Equivalents

The Partnership considers short-term investments with an original maturity of three months or less at the time of investment to be cash and cash equivalents.

RANCON REALTY FUND IV

A California Limited Partnership, and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

Deferred Costs

Deferred loan fees are capitalized and amortized on a straight-line basis, which approximates the effective interest method, over the life of the related loan. Deferred lease commissions are capitalized and 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 over the term of the leases. Actual amounts collected could be lower than the amounts recognized on a straight-line basis if specific tenants are unable to pay rent that the Partnership has previously recognized as revenue. For tenants with percentage rent, the Partnership recognizes revenue when the tenants’ specified sales targets have been met. The reimbursements from tenants for real estate taxes and other recoverable operating expenses are recognized as revenue on an estimated basis during the current year. The Partnership develops a revised estimate of the amount recoverable from tenants based on updated expenses for the year and amounts to be recovered and records adjustments to income in the current year financial statement accounts. Any final changes in estimate based on lease-by-lease reconciliations and tenant negotiations and collection are recorded in the period those negotiations are settled.

Net Loss Per Limited Partnership Unit

Net loss per Unit is calculated using the weighted average number of Units outstanding during the period and the limited partners’ allocable share of the net loss.

Net loss per Unit is as follows (in thousands, except for weighted average shares and per share amounts):


	2011						2010						2009
	General Partner			Limited Partners			General Partner			Limited Partners			General Partner			Limited Partners
Loss (Income) Allocation:

Distributed income	$	—		$	—		$	—		$	—		$	—		$	—
Allocation of excess		(11	)		(1,092	)		(10	)		(1,036	)		(24	)		(2,364	)

Net loss	$	(11	)	$	(1,092	)	$	(10	)	$	(1,036	)	$	(24	)	$	(2,364	)

Weighted average number of limited partnership units outstanding during each year					65,819						65,819						65,819

Basic and diluted loss per limited partnership unit				$	(16.59	)				$	(15.74	)				$	(35.92	)

The calculation of net loss per Unit assumes that the loss otherwise allocable to the limited partners is first used to fund distributions to the General Partner. As discussed in Note 1, because distributions of available cash have exceeded cumulative earnings and the General Partner has a deficit, the General Partner would restore that deficit in liquidation. The calculation of net loss per unit does not assume a liquidation in the periods presented and therefore the net loss per limited partner Unit may be less than what would be realized in a liquidation due to the requirement for the General Partner to restore deficits.

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 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.

RANCON REALTY FUND IV

A California Limited Partnership, and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

Concentration Risk

Two tenants (both educational institutions) represented 38% in aggregate of rental revenue for the years ended December 31, 2011 and 2010 and three tenants (private non-profits) represented 42% in aggregate of rental revenue for the year ended December 31, 2009. Each of these tenants is based in San Bernardino County.

Note 3.

INVESTMENTS IN REAL ESTATE

Rental properties consisted of the following at December 31, 2011 and 2010 (in thousands):


	2011			2010
Land	$	4,690		$	4,690
Buildings		49,704			49,707
Building and tenant improvements		11,320			11,059

		65,714			65,456
Less: accumulated depreciation		(22,757	)		(20,509	)

Total rental properties, net	$	42,957		$	44,947

As of December 31, 2011, the Partnership’s rental properties included five office properties and seven retail properties (see detailed listing of properties in Item 2. Properties).

During the year ended December 31, 2011, fully depreciated building and tenant improvements of $864,000 were removed from the balances of such accounts.

Note 4.

LAND HELD FOR DEVELOPMENT

As of December 31, 2011, the Partnership owned approximately 14.7 acres of undeveloped land which is part of a landfill-monitoring program managed by the City of San Bernardino (as discussed in Note 7). Annually the partnership conducts a comprehensive review of all real estate assets in accordance with the guidance related to impairment of long lived assets, which indicates that asset values should be analyzed whenever events or changes in circumstances indicate that the carrying value of a property may not be fully recoverable. The process entails the analysis of each asset for instances where the book value exceeds the estimated fair value. As a result of the analysis performed during 2008, the Partnership concluded that this asset was impaired and accordingly the asset was written down to fair value of zero and a non-cash impairment charge of $268,000 was recognized, as management does not believe development or sale of this asset is probable.

Note 5.

NOTE PAYABLE AND LINE OF CREDIT

Note payable and line of credit as of December 31, 2011 and 2010 were as follows (in thousands):


	2011		2010
Note payable collateralized by first deeds of trust on eight properties
(discussed below). The note has a fixed interest rate of 5.46%, a maturity date of January 1, 2016, with a 30-year amortization requiring monthly payments of principal and interest totaling $136.	$	21,842	$	22,272
Line of credit		7,749		7,578

Total note payable and line of credit	$	29,591	$	29,850

The note payable is collateralized by Promotional Retail II, Mimi’s Cafe, Palm Court Retail I and II, Promotional Retail Center, Service Retail Center, TGI Friday’s and One Vanderbilt. This note provides for a one-time loan assumption and release provisions for individual assets.

On April 14, 2011, the line of credit agreement was modified to extend the maturity date to December 19, 2013 with two one year extension options. Under the terms of the modification, the total availability was increased to $15,000,000, the interest rate increased to 30-day LIBOR plus 3.00% and two additional properties were added as collateral such that the line is now collateralized by Carnegie Business Center, Vanderbilt Plaza, North River Place and Northcourt Plaza. The line of credit contains a minimum net

RANCON REALTY FUND IV

A California Limited Partnership, and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

worth covenant and a debt to total assets covenant. In order to extend the maturity date of the line of credit in the future, the Partnership must meet several conditions precedent, including a specified loan to value ratio. As of December 31, 2011, $7,749,000 was outstanding under the line of credit. The note payable contains a debt service coverage ratio covenant.

The annual maturities of the Partnership’s note payable subsequent to December 31, 2011 are as follows (in thousands):


2012	$	415
2013		477
2014		503
2015		532
2016		19,915


Total	$	21,842

Note 6.

RELATED PARTY TRANSACTIONS

In May 2006, the Partnership extended its then current Property Management and Services Agreement (the “Agreement”) with Glenborough Properties L.P. (“Glenborough”) through December 31, 2011. Effective March 1, 2009 the Partnership and Glenborough LLC again amended the Agreement, to reduce certain fees (as noted below) charged by Glenborough LLC, and extend the term of the agreement through December 31, 2015 or earlier, until the completion of sale of all real property assets of the Partnership. On October 1, 2010, Glenborough Holdings, LLC, the parent company of Glenborough LLC, sold its ownership in Glenborough LLC to Glenborough Service, LP, together with ownership of the partnership, as described below. The terms and conditions of the Agreement remained unchanged. The Partnership continued to engage Glenborough LLC to perform services for the following fees:


	2011		2010		2009

(i) property management fees of 2.5% effective March 1, 2009, and 3% prior to that, of gross rental revenue which was included in property operating expenses in the accompanying consolidated statements of operations	$	226,922	$	211,000	$	228,000

(ii) a construction services fee which was capitalized and included in rental properties on the accompanying consolidated balance sheets		37,058		72,000		37,000

(iii) an asset and Partnership management fee which was included in general and administrative expenses in the accompanying consolidated statements of operations		250,000		250,000		258,000

(iv) a leasing services fee which was included in the deferred costs on the accompanying consolidated balance sheets		172,531		97,000		273,000

(v) a sales fee of 1% for all properties, as amended and effective March 1, 2009		—		—		—

(vi) a financing services fee of 1% of the gross loan amount which was included in the deferred costs on the accompanying consolidated balance sheets		150,000		—		—

(vi) a development fee equal to 5% of the hard costs of the development project which was inlcuded in the construction in progress and /or rental properties on the accompanying consolidated balance sheets, excluding the cost of the land, the development fee and the general contractor’s fee shall not exceed 11.5% in the aggregate, of the hard costs of the development fee project		—		—		—

(viii) data processing fees which were included in property operating expenses in the accompanying consolidated statements of operations		93,324		85,000		73,000

(ix) engineering fees which were included in property operating expenses in the accompanying consolidated statements of operations		27,960		26,000		18,000

RANCON REALTY FUND IV

A California Limited Partnership, and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

As of December 31, 2009, Glenborough Fund XV LLC (“Fund XV”), an affiliate of Glenborough LLC, held 7,386 or 11.22% of the Units, all of which were purchased from unaffiliated third parties. As noted above, on October 1, 2010 Glenborough Holdings, the parent company of Fund XV, transferred all of its interest in the partnership to Glenborough Investors, LLC, which currently holds those units in its subsidiary, Glenborough Property Partners, LLC (“Glenborough Property Partners”). As part of the same transaction Glenborough Holdings transferred its ownership of Glenborough LLC to Glenborough Investors, LLC, which currently holds the ownership interests in that entity in its subsidiary, Glenborough Service, LP, the parent of Glenborough Property Partners. As of December 31, 2011, Glenborough Property Partners LLC, an affiliate of Glenborough LLC, held 7,386 or 11.22% of the Units.

Note 7.

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.

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 2002, as amended and reauthorized to date; 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 General Partner in the aggregate amount of $643,000 at December 31, 2011, 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 not met currently, the liability has not been recognized in the accompanying consolidated financial statements; however, the amount will be recorded when and if it becomes payable.

RANCON REALTY FUND IV

A California Limited Partnership, and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

Note 8.

LEASES

The Partnership’s rental properties are leased under non-cancelable operating leases that expire at various dates through January 2020. 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, 2011 are as follows (in thousands):


2012	$	7,152
2013		6,331
2014		5,430
2015		4,139
2016		2,512
Thereafter		5,235


Total	$	30,799

Note 9.

TAXABLE INCOME

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, 2011, 2010 and 2009 of the net loss income 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):


	2011			2010			2009
Net loss as reported in the accompanying consolidated financial statements	$	(1,103	)	$	(1,046	)	$	(2,388	)
Financial reporting depreciation in excess of tax reporting depreciation*		1,137			1,175			1,927
Operating expenses reported in a different period for financial reporting than for income tax reporting, net*		87			(417	)		90


Net income (loss) for federal income tax purposes*	$	121		$	(288	)	$	(371	)

The following is a reconciliation of partners’ equity for financial reporting purposes to estimated partners’ equity for federal income tax purposes as of December 31, 2011 and 2010 (in thousands):


	2011		2010
Partners’ equity as reported in the accompanying consolidated financial statements	$	19,114	$	20,217
Provision for impairment of investments in real estate		9,668		9,668
Syndication costs*		314		314
Financial and tax accounting differences related to depreciation, carrying cost methodologies, and initial acquisition/reorganization transaction *		11,296		10,072


Partners’ equity for federal income tax purposes*	$	40,392	$	40,271

Unaudited

RANCON REALTY FUND IV

A California Limited Partnership, and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

Note 10.

UNAUDITED QUARTERLY RESULTS OF OPERATIONS

The following represents an unaudited summary of quarterly results of operations for the years ended December 31, 2011 and 2010 (in thousands, except for per unit amounts and units outstanding):


	Quarter Ended (unaudited)
	March 31, 2011			June 30, 2011			Sept. 30, 2011			Dec. 31, 2011

Operating Revenue
Rental revenue and other	$	1,975		$	1,980		$	2,035		$	2,037
Tenant reimbursements		236			265			297			274

Total operating revenue		2,211			2,245			2,332			2,311


Operating Expenses
Property operating		958			986			1,206			1,011
Depreciation and amortization		887			882			902			901
General and administrative		222			235			216			201

Total operating expenses		2,067			2,103			2,324			2,113


Operating income		144			142			8			198

Interest and other income		—			—			—			1
Interest expense		(373	)		(400	)		(415	)		(408	)


Net loss	$	(229	)	$	(258	)	$	(407	)	$	(209	)


Basic and diluted loss per limited partnership unit: *	$	(3.45	)	$	(3.87	)	$	(6.12	)	$	(3.14	)


Weighted average number of limited partnership units outstanding during each period		65,819			65,819			65,819			65,819

*	The sum of the quarterly per unit amounts may not total to the year to date per unit amounts due to rounding.

RANCON REALTY FUND IV

A California Limited Partnership, and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009


	Quarter Ended (unaudited)
	March 31, 2010			June 30, 2010			Sept. 30, 2010			Dec. 31, 2010

Operating Revenue
Rental revenue and other	$	1,959		$	1,938		$	2,114		$	1,974
Tenant reimbursements		258			248			305			276

Total operating revenue		2,217			2,186			2,419			2,250


Operating Expenses
Property operating		1,003			1,004			1,191			986
Depreciation and amortization		852			931			878			967
General and administrative		234			193			192			190

Total operating expenses		2,089			2,128			2,261			2,143


Operating income		128			58			158			107

Interest and other income		—			1			—			—
Interest expense		(369	)		(366	)		(385	)		(378	)


Net loss	$	(241	)	$	(307	)	$	(227	)	$	(271	)


Basic and diluted loss per limited partnership unit: *	$	(3.63	)	$	(4.62	)	$	(3.42	)	$	(4.07	)


Weighted average number of limited partnership units outstanding during each period		65,819			65,819			65,819			65,819

*	The sum of the quarterly per unit amounts may not total to the year to date per unit amounts due to rounding.

RANCON REALTY FUND IV,

A CALIFORNIA LIMITED PARTNERSHIP, AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2011

(in thousands)


COLUMN A	COLUMN B			COLUMN C					COLUMN D					COLUMN E									COLUMN F		COLUMN G		COLUMN H		COLUMN I
				Initial Cost to Partnership					Cost Capitalized Subsequent to Acquisition					Gross Amount Carried at December 31, 2011
Description	Encumbrances			Land			Buildings and Improvements		Improvements			Carrying Cost		Land			Buildings and Improvements			(a) Total			Accumulated Depreciation		Date Construction Began		Date Acquired		Life Depreciated Over

Rental Properties:
Commercial Office - One Vanderbilt		(b	)	$	572		$	—	$	7,452		$	—	$	572		$	7,452		$	8,024		$	4,302		Nov-85		11/6/84		3-40 yrs.
Carnegie Business Center I		(a	)		380			—		5,249			—		380			5,249			5,629			3,316		Jul-86		11/6/84		3-40 yrs.
Northcourt Plaza (formerly known as IRC)		(a	)		608			—		10,086			—		946			9,748			10,694			3,416		Jan-96		6/26/87		10-40 yrs.
Less: Provision for impairment of real estate		—			—			—		(1,678	)		—		(196	)		(1,482	)		(1,678	)		—
Vanderbilt Plaza		(a	)		511			—		14,376			—		511			14,376			14,887			4,755		Nov-03		11/6/84		40yrs.
North River Place		(a	)		219			—		13,015			—		219			13,015			13,234			1,432		Oct-06		11/6/84		40yrs.

Commercial Retail - Service Retail Center		(b	)		300			—		1,619			—		300			1,619			1,919			868		Jul-86		11/6/84		3-40 yrs.
Less: Provision for impairment of real estate		—			—			—		(250	)		—		(41	)		(209	)		(250	)		—
Promo Retail		(b	)		811			—		6,105			—		811			6,105			6,916			2,688		Feb-93		11/6/84		10-40 yrs.
Less: Provision for impairment of real estate		—			—			—		(119	)		—		(7	)		(112	)		(119	)		—
TGI Friday’s		(b	)		181			1,624		14			—		181			1,638			1,819			610		N/A		2/28/97		40yrs.
Promo Retail II (formerly known as Circuit City)		(b	)		284			—		1,716			—		454			1,546			2,000			569		Jul-96		11/6/84		20-40yrs.
Mimi’s Café		(b	)		149			675		66			—		154			736			890			319		Jul-98		11/6/84		40yrs.
Palm Court Retail I		(b	)		194			617		66			—		194			683			877			232		Jul-98		11/6/84		40yrs.
Palm Court Retail II		(b	)		212			636		24			—		212			660			872			250		Jul-98		11/6/84		40yrs.

		29,591			4,421			3,552		57,741			—		4,690			61,024			65,714			22,757

Construction in progress - 1.6 acres		—			—			—		—			—		—			—			—			—

		—			—			—		—			—		—			—			—			—

Land held for development - 14.7 acres		—			2,750			—		4,925			—		7,407			268			7,675			—		N/A		11/6/84		N/A
Less: Provision for impairment of real estate		—			(2,750	)		—		(4,925	)		—		(7,407	)		(268	)		(7,675	)		—

		—			—			—		—			—		—			—			—			—



	$	29,591		$	4,421		$	3,552	$	57,741		$	—	$	4,690		$	61,024		$	65,714		$	22,757

The aggregate cost of land and buildings for federal income tax purposes is $84,615 (unaudited).

(a)	Carnegie Business Center I, Vanderbilt Plaza, Northcourt Plaza and North River Place are collateral for the debt of line of credit in the amount of $7,749.

(b)	One Vanderbilt, Service Retail Center, Promo Retail, TGI Friday’s, Promotional Retail II, Mimi Café, Palm Court Retail I and II are collateral for debt in the aggregate amount of $21,842.

(continued)

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, 2011, 2010 and 2009:


	2011			2010			2009
Investments in real estate:
Balance at beginning of year	$	65,456		$	65,407		$	63,963
Additions during year		1,122			964			4,256
Write-off of fully depreciated rental property		(864	)		(915	)		(2,812	)


Balance at end of year	$	65,714		$	65,456		$	65,407


Accumulated Depreciation:

Balance at beginning of year	$	20,509		$	18,310		$	17,358
Additions charged to expense		3,112			3,114			3,764
Write-off of fully depreciated rental property		(864	)		(915	)		(2,812	)


Balance at end of year	$	22,757		$	20,509		$	18,310

See accompanying independent registered public accounting firm’s report.

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, file number 0-14207), 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, file number 0-14207), 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, file number 0-14207), 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 September 30, 2003, file number 0-14207), 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 quarter ended September 30, 2004), is incorporated herein by reference.

(10.5)		First Amendment to Property Management and Services Agreement dated March 30, 2005 (filed as Exhibit 10.4 to the Partnership’s current report on Form 8-K filed with the SEC on February 27, 2010), is incorporated herein by reference.

(10.6)		Second Amendment to Property Management and Services Agreement dated December 1, 2005 (filed as Exhibit 10.4 to the Partnership’s current report on Form 8-K filed with the SEC on February 27, 2010), is incorporated herein by reference.

(10.7)		Third Amendment to Property Management and Services Agreement dated May 1, 2006 (filed as Exhibit 10.4 to the Partnership’s current report on Form 8-K filed with the SEC on February 27, 2010), is incorporated herein by reference.

(10.8)		Fourth Amendment to Property Management and Services Agreement dated March 1, 2010 (filed as Exhibit 10.4 to the Partnership’s current report on Form 8-K filed with the SEC on February 27, 2010), is incorporated herein by reference.

(10.9)		Promissory note in the amount of $24,100,000, dated November 15, 2005 secured by Deeds of Trust on eight of the Partnership’s Properties (filed as Exhibit 10.9 to the Partnership’s annual report on Form 10- K for the year ended December 31, 2009), is incorporated herein by reference.

(31)		Section 302 Certification of Daniel L. Stephenson, Chief Executive Officer and Chief Financial Officer of the General Partner and the Partnership.

(32)		Section 906 Certification of Daniel L. Stephenson, Chief Executive Officer and Chief Financial Officer of the General Partner and the Partnership.*

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

		* This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as required by Section 906, is not to be deemed “filed” with the SEC or subject to the rules and regulations promulgated by the SEC under the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of said Act.

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