SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-14207
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
| California | 33-0016355 | |
| (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) |
(650) 343-9300
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Total number of units outstanding as of August 14, 2002: 73,751
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Balance Sheets
(in thousands, except unit amounts)
(Unaudited)
| June 30, | December 31, | |||||||||||
| 2002 | 2001 | |||||||||||
Assets |
||||||||||||
Investments in real estate: |
||||||||||||
Rental properties, gross |
$ | 42,050 | $ | 49,344 | ||||||||
Accumulated depreciation |
(13,420 | ) | (17,117 | ) | ||||||||
Rental properties, net |
28,630 | 32,227 | ||||||||||
Land held for development |
1,214 | 1,214 | ||||||||||
Total real estate investments |
29,844 | 33,441 | ||||||||||
Cash and cash equivalents |
5,292 | 1,462 | ||||||||||
Accounts receivable |
54 | 150 | ||||||||||
Deferred financing costs and other fees, net of
accumulated amortization of $1,907 and $2,121
at June 30, 2002 and December 31, 2001, respectively |
996 | 1,123 | ||||||||||
Prepaid expenses and other assets |
1,064 | 1,048 | ||||||||||
Total assets |
$ | 37,250 | $ | 37,224 | ||||||||
Liabilities and Partners Equity |
||||||||||||
Liabilities: |
||||||||||||
Notes payable |
$ | 8,058 | $ | 12,342 | ||||||||
Accounts payable and other liabilities |
336 | 736 | ||||||||||
Total liabilities |
8,394 | 13,078 | ||||||||||
Commitments and contingent liabilities (Note 5)
|
||||||||||||
Partners Equity: |
||||||||||||
General partners |
(542 | ) | (798 | ) | ||||||||
Limited partners, 73,862 and 74,034 limited partnership
units outstanding at June 30, 2002 and December 31,
2001, respectively |
29,398 | 24,944 | ||||||||||
Total partners equity |
28,856 | 24,146 | ||||||||||
Total liabilities and partners equity |
$ | 37,250 | $ | 37,224 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Operations
(in thousands, except per unit amounts and units outstanding)
(Unaudited)
| Three months ended | Six months ended | |||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||
| 2002 | 2001 | 2002 | 2001 | |||||||||||||||||
Revenues: |
||||||||||||||||||||
Rental income |
$ | 1,692 | $ | 1,598 | $ | 3,164 | $ | 2,989 | ||||||||||||
Interest and other income |
25 | 30 | 29 | 81 | ||||||||||||||||
Total revenues |
1,717 | 1,628 | 3,193 | 3,070 | ||||||||||||||||
Expenses: |
||||||||||||||||||||
Operating |
603 | 544 | 1,180 | 1,096 | ||||||||||||||||
Interest expense |
204 | 375 | 452 | 760 | ||||||||||||||||
Depreciation and amortization |
348 | 332 | 696 | 687 | ||||||||||||||||
Expenses associated with undeveloped
land |
570 | 77 | 679 | 187 | ||||||||||||||||
General and administrative |
360 | 346 | 594 | 617 | ||||||||||||||||
Total expenses |
2,085 | 1,674 | 3,601 | 3,347 | ||||||||||||||||
Loss from operations |
(368 | ) | (46 | ) | (408 | ) | (277 | ) | ||||||||||||
Income (loss) from discontinued operations
for all periods (including gain on sale of
$5,120 in 2002) |
(20 | ) | 135 | 5,172 | 156 | |||||||||||||||
Net income (loss) |
$ | (388 | ) | $ | 89 | $ | 4,764 | $ | (121 | ) | ||||||||||
Net income (loss) per limited partnership
unit |
$ | (5.16 | ) | $ | 1.19 | $ | 60.97 | $ | (1.63 | ) | ||||||||||
Distributions per limited partnership unit: |
||||||||||||||||||||
From net income |
$ | | $ | | $ | | $ | | ||||||||||||
Representing return of capital |
| | | | ||||||||||||||||
Total distributions per limited
partnership unit |
$ | | $ | | $ | | $ | | ||||||||||||
Weighted average number of limited
partnership units outstanding during each
period used to compute net loss per
limited partnership unit |
73,897 | 74,262 | 73,944 | 74,314 | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statement of Partners Equity
For the six months ended June 30, 2002
(in thousands)
(Unaudited)
| General Partners | Limited Partners | Total | ||||||||||
Balance at December 31, 2001 |
$ | (798 | ) | $ | 24,944 | $ | 24,146 | |||||
Retirement of limited partnership units |
| (54 | ) | (54 | ) | |||||||
Loss from operations |
| (408 | ) | (408 | ) | |||||||
Income from discontinued operations |
256 | 4,916 | 5,172 | |||||||||
Balance at June 30, 2002 |
$ | (542 | ) | $ | 29,398 | $ | 28,856 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
4
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
| Six months ended | ||||||||||||
| June 30, | ||||||||||||
| 2002 | 2001 | |||||||||||
Cash flows from operating activities: |
||||||||||||
Net income (loss) |
$ | 4,764 | $ | (121 | ) | |||||||
Adjustments to reconcile net income (loss)
to net cash provided by operating activities: |
||||||||||||
Gain on sale of real estate |
(5,120 | ) | | |||||||||
Depreciation and amortization |
772 | 866 | ||||||||||
Amortization of loan fees, included in
interest expense |
51 | 55 | ||||||||||
Changes in certain assets and liabilities: |
||||||||||||
Accounts receivable |
96 | 71 | ||||||||||
Deferred financing costs and other fees |
(22 | ) | (295 | ) | ||||||||
Prepaid expenses and other assets |
(16 | ) | (109 | ) | ||||||||
Accounts payable and other liabilities |
(400 | ) | (488 | ) | ||||||||
Net cash provided by (used for) operating activities |
125 | (21 | ) | |||||||||
Cash flows from investing activities: |
||||||||||||
Net proceeds from sales of real estate |
8,382 | 179 | ||||||||||
Net additions to real estate investments |
(339 | ) | (157 | ) | ||||||||
Release of restricted cash |
| 284 | ||||||||||
Net cash provided by investing activities |
8,043 | 306 | ||||||||||
Cash flows from financing activities: |
||||||||||||
Notes payable principal payments |
(4,284 | ) | (3,128 | ) | ||||||||
Retirement of limited partnership units |
(54 | ) | (103 | ) | ||||||||
Distributions to General Partner |
| (58 | ) | |||||||||
Net cash used for financing activities |
(4,338 | ) | (3,289 | ) | ||||||||
Net increase (decrease) in cash and cash equivalents |
3,830 | (3,004 | ) | |||||||||
Cash and cash equivalents at beginning of period |
1,462 | 4,604 | ||||||||||
Cash and cash equivalents at end of period |
$ | 5,292 | $ | 1,600 | ||||||||
Supplemental disclosure of cash flow information: |
||||||||||||
Cash paid for interest |
$ | 419 | $ | 705 | ||||||||
Non-cash activities resulting from refinancing of debt |
$ | | $ | 7,200 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
RANCON REALTY FUND IV
A California Limited Partnership
Notes to Consolidated Financial Statements
June 30, 2002
(Unaudited)
Note 1. ORGANIZATION
Rancon Realty Fund IV, a California Limited Partnership, (the Partnership), was organized in accordance with the provisions of the California Uniform Limited Partnership Act for the purpose of acquiring, developing, operating and disposing of real property. The general partners of the Partnership are Daniel L. Stephenson and Rancon Financial Corporation (RFC), hereinafter referred to as the Sponsor or the General Partner. RFC is wholly-owned by Daniel L. Stephenson. The Partnership reached final funding in July 1987.
In November 2000, the Partnership offered to redeem the units of limited partnership interest (the Units) in the Partnership held by investors who own no more than four Units in total under any single registered title (the Small Investments) at a purchase price of $292 per Unit. In 2001, a total of 574 Units were redeemed. During the six months ended June 30, 2002, a total of 172 Units were repurchased. As of June 30, 2002, there were 73,862 Units outstanding.
In the opinion of RFC, the General Partner and Glenborough Realty Trust Incorporated (Glenborough), the Partnerships asset and property manager, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal accruals) necessary to present fairly the consolidated financial position of the Partnership as of June 30, 2002 and December 31, 2001, and the related consolidated statements of operations, partners equity and cash flows for the six months ended June 30, 2002 and 2001.
Allocation of Net Income and Net Loss
Allocation of profits and losses are made pursuant to the terms of the Partnership Agreement. Generally, net income from operations is allocated 90% to the limited partners and 10% to the general partners. Net losses from operations are allocated 99% to the limited partners and 1% to the general partners until such time as a partners capital account is reduced to zero. Additional losses will be allocated entirely to those partners with positive capital account balances until such balances are reduced to zero.
Net income other than net income from operations shall be allocated as follows: (i) first, to the partners who have a deficit balance in their capital account, provided that, in no event shall the general partners 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 limited partners 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 partners into the ratio of 4 to 1; and (iv) the balance, if any, 80% to the limited partners and 20% to the general partners. In no event shall the general partners be allocated less than 1% of the net income other than net income from operations for any period. Net loss other than net loss from operations shall be allocated 99% to the limited partners and 1% to the general partners.
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.
General Partner and Management Matters
Effective January 1, 1995, Glenborough Corporation (GC) entered into an agreement with the Partnership and other related Partnerships (collectively, the Rancon Partnerships) to perform or contract on the Partnerships behalf for financial, accounting, data processing, marketing, legal, investor relations, asset and development management and consulting services for a period of ten years or until the liquidation of the Partnership, whichever comes first. Effective
6
RANCON REALTY FUND IV
A California Limited Partnership
Notes to Consolidated Financial Statements
June 30, 2002
(Unaudited)
January 1, 1998, the agreement was amended to eliminate GCs responsibility for providing investor relation services and Preferred Partnership Services, Inc., a California corporation unaffiliated with the Partnership, contracted to assume the investor relations service. In October 2000, GC merged into Glenborough. The agreement expires upon the dissolution of the Partnership.
The Partnership will pay Glenborough for its services as follows: (i) a specified asset administration fee ($350,000 and $338,000 as of June 30, 2002 and 2001); (ii) sales fees of 2% for improved properties and 4% for land ($175,000 and $8,000 as of June 30, 2002 and 2001); (iii) a refinancing fee of 1% ($200,000 as of June 30, 2001) and (iv) a management fee of 5% of gross rental receipts. As part of this agreement, Glenborough will perform certain duties for the General Partner of the Rancon Partnerships. RFC agreed to cooperate with Glenborough, should Glenborough attempt to obtain a majority vote of the limited partners to substitute itself as the Sponsor for the Rancon Partnerships. Glenborough is not an affiliate of RFC or the Partnership.
Risks and Uncertainties
The Partnerships ability to (i) achieve positive cash flow from operations, (ii) meet its debt obligations, (iii) provide distributions either from operations or the ultimate disposition of the Partnerships properties or (iv) continue as a going concern, may be impacted by changes in interest rates, property values, local and regional economic conditions, or the entry of other competitors into the market. The accompanying consolidated financial statements do not provide for adjustments with regard to these uncertainties.
Note 2. SIGNIFICANT ACCOUNTING POLICES
Basis of Accounting The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. They include the accounts of certain wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the results of operations during the reporting period. Actual results could differ from those estimates.
New Accounting Pronouncements
In June 2001, the FASB approved for issuance SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred and that the associated asset retirement costs be capitalized as part of the carrying value of the related long-lived asset. SFAS No. 143 will be effective January 1, 2003 for the Partnership. Management does not expect this standard to have a material impact on the Partnerships consolidated financial position or results of operations.
In August 2001, the FASB approved for issuance SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 broadens the presentation of discontinued operations to include more transactions and eliminates the need to accrue for future operating losses. Additionally, SFAS No. 144 prohibits the retroactive classification of assets as held for sale and requires revisions to the depreciable lives of long-lived assets to be abandoned. SFAS No. 144 was effective January 1, 2002 for the Partnership, and resulted in the presentation of sold real estate as discontinued operations for all periods.
In May 2002, the FASB approved for issuance SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS 145 requires gains and losses from
7
RANCON REALTY FUND IV
A California Limited Partnership
Notes to Consolidated Financial Statements
June 30, 2002
(Unaudited)
extinguishment of debt to be classified as an extraordinary item only if the criteria in APB No. 30 has been met. Further, lease modifications with economic effects similar to sale-leaseback transactions must be accounted for in the same manner as sale-leaseback transactions. While the technical corrections to existing pronouncements are not substantive in nature, in some instances they may change accounting practice. SFAS No. 145 will be effective January 1, 2003 for the Partnership. Management is currently assessing the impact of this new standard on the Partnerships consolidated financial position and results of operations.
In June 2002, the FASB approved for issuance SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS 146 addresses accounting and reporting for costs associated with exit and disposal activities and supercedes Emerging Issues Task Force Issue No. 94-3 (EITF 94-3), Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, as defined by the Statement. Under EITF 94-3, an exit cost was recognized at the date an entity committed to an exit plan. Additionally, SFAS 146 provides that exit and disposal costs should be measured at fair value and that the associated liability will be adjusted for changes in estimated cash flows. The provisions of SFAS 146 are effective for exit and disposal activities that are initiated after December 31, 2002.
Consolidation In April 1996, the Partnership formed Rancon Realty Fund IV Tri-City Limited Partnership, a Delaware limited partnership (RRF IV Tri-City). The limited partner of RRF IV Tri-City is the Partnership and the general partner is Rancon Realty Fund IV, Inc. (RRF IV, Inc.), a corporation wholly owned by the Partnership. Since the Partnership owns 100% of RRF IV, Inc. and indirectly owns 100% of RRF IV Tri-City, the financial statements of RRF IV, Inc. and RRF IV Tri-City have been consolidated with those of the Partnership. All inter-company balances and transactions have been eliminated in the consolidation.
Rental Properties Rental properties, including the related land, are stated at cost unless events or circumstances indicate that cost cannot be recovered, in which case, the carrying value of the property is reduced to its estimated fair value. Estimated fair value: (i) is based upon the Partnerships plans for the continued operations of each property; and (ii) is computed using estimated sales price, as determined by prevailing market values for comparable properties and/or the use of capitalization rates multiplied by annualized rental income based upon the age, construction and use of the building. The fulfillment of the Partnerships plans related to each of its properties is dependent upon, among other things, the presence of economic conditions which will enable the Partnership to continue to hold and operate the properties prior to their eventual sale. Due to uncertainties inherent in the valuation process and in the economy, it is reasonably possible that the actual results of operating and disposing of the Partnerships properties could be materially different than current expectations.
Depreciation is provided using the straight line method over five to forty years of the useful lives of the respective assets.
Land Held for Development Land held for development is stated at cost unless events or circumstances indicate that cost cannot be recovered, in which case, the carrying value is reduced to estimated fair value. Estimated fair value: (i) is based on the Partnerships plans for the development of each property; (ii) is computed using estimated sales price, based upon market values for comparable properties; and (iii) considers the cost to complete and the estimated fair value of the completed project. The fulfillment of the Partnerships plans related to each of its properties is dependent upon, among other things, the presence of economic conditions which will enable the Partnership to either hold the properties for eventual sale or obtain financing to further develop the properties.
Cash and Cash Equivalents The Partnership considers short-term investments (including certificates of deposit and money market funds) with a maturity of less than ninety days when purchased at the time of investment to be cash equivalents.
8
RANCON REALTY FUND IV
A California Limited Partnership
Notes to Consolidated Financial Statements
June 30, 2002
(Unaudited)
Fair Value of Financial Instruments For certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and other liabilities, recorded amounts approximate fair value due to the relatively short maturity period. Based on interest rates available to the Partnership for debt with comparable maturities, the carrying value of the Partnerships notes payable approximates fair value.
Deferred Financing Costs and Other Fees Deferred loan fees are amortized on a straight-line basis over the life of the related loan and deferred lease commissions are amortized over the initial fixed term of the related lease agreement.
Revenues
All leases are classified as operating leases. Rental revenue is recognized as earned over the terms of the related leases.
Reimbursements from tenants for real estate taxes and other recoverable operating expenses are recognized as revenue in the period the applicable expenses are incurred. Differences between estimated and actual amounts are recognized in the subsequent year.
The Partnerships portfolio of leases turns over continuously, with the number and value of expiring leases varying from year to year. The Partnerships ability to re-lease the space to existing or new tenants at rates equal to or greater than those realized historically is impacted by, among other things, the economic conditions of the market in which a property is located, the availability of competing space, and the level of improvements which may be required at the property. No assurance can be given that the rental rates that the Partnership will obtain in the future will be equal to or greater than those obtained under existing contractual commitments
Sales of Real Estate The Partnership recognizes sales of real estate when a contract is in place, a closing has taken place, the buyers investment is adequate to demonstrate a commitment to pay for the property and the Partnership does not have a substantial continuing involvement in the property. Each property is considered a separately identifiable component of the Partnership and is reported in discontinued operations when the operations and cash flows of the Property have been (or will be) eliminated from the ongoing operations of the Partnership as a result of the disposal transaction and the Property will not have any significant continuing involvement in the operations of the Partnership after the disposal transaction.
Net Income/Loss Per Limited Partnership Unit Net income or loss per limited partnership unit is calculated using the weighted average number of limited partnership units outstanding during the period and the Limited Partners allocable share of the net income or loss.
Income Taxes No provision for income taxes is included in the accompanying consolidated financial statements as the Partnerships results of operations are allocated to the partners for inclusion in their respective income tax returns. Net income (loss) and partners equity (deficit) for financial reporting purposes will differ from the Partnership income tax return because of different accounting methods used for certain items, including depreciation expense, provisions for impairment of investments in real estate, capitalization of development period interest and rental income and loss recognition.
Concentration Risk One tenant represented 18 percent of rental income for the six months ended June 30, 2002. Two tenants represented 29 percent of rental income for the six months ended June 30, 2001.
Reference to 2001 audited consolidated financial statements These unaudited consolidated financial statements should be read in conjunction with the notes to audited consolidated financial statements included in the December 31, 2001 audited consolidated financial statements on Form 10-K.
9
RANCON REALTY FUND IV
A California Limited Partnership
Notes to Consolidated Financial Statements
June 30, 2002
(Unaudited)
Note 3. INVESTMENTS IN REAL ESTATE
Rental properties consisted of the following at June 30, 2002 and December 31, 2001 (in thousands):
| 2002 | 2001 | |||||||
Land |
$ | 4,236 | $ | 4,679 | ||||
Buildings |
28,369 | 33,886 | ||||||
Leasehold and other improvements |
9,445 | 10,779 | ||||||
| 42,050 | 49,344 | |||||||
Less: accumulated depreciation |
(13,420 | ) | (17,117 | ) | ||||
Total rental properties, net |
$ | 28,630 | $ | 32,227 | ||||
On March 20, 2002, the Partnership sold the Two Vanderbilt property to an anchor tenant, Inland Empire Health Plan, who occupied 78% of the property for a sales price of $8,750,000. The sale generated net proceeds of approximately $8,382,000 and a gain on sale of approximately $5,120,000. The Partnership made a pay down on the line of credit of $4,200,000 from the sales proceeds and added the remaining cash to its cash reserves.
At June 30, 2002, the Partnerships rental properties included seven retail and four office/R & D projects at the Tri-City Corporate Centre in San Bernardino, California.
Land held for development consists of the following at June 30, 2002 and December 31, 2001 (in thousands):
| 2002 | 2001 | |||||||
22.5 acres at Tri-City Corporate Centre,
San Bernardino, CA |
$ | 1,214 | $ | 1,214 | ||||
Note 4. NOTES PAYABLE
Notes payable as of June 30, 2002 and December 31, 2001 were as follows (in thousands):
| 2002 | 2001 | ||||||||
Note payable secured by first deeds of trust
on Service Retail Center, Promotional Retail
Center and Carnegie Business Center I. The
note, which matures May 1, 2006, is a 10-year,
8.744% fixed rate loan with a 25-year
amortization requiring monthly payments of
principal and interest totaling $53 |
$ | 5,920 | $ | 5,980 | |||||
Note payable secured by first deed of trust on
the One Vanderbilt building. The note bears a
fixed interest rate of 9%. Monthly payments of
principal and interest totaling $20 are due
until the maturity date of January 1, 2005 |
2,138 | 2,162 | |||||||
Line of credit with a total availability of
$7.2 million secured by first deeds of trust
on IRC building, Circuit City and TGI Fridays
with a variable interest rate of lenders
Prime Rate, monthly interest-only payments,
and a maturity date of April 15, 2004. The
balance of this line of credit was paid down
in March 2002 (as discussed in Note 3 above) |
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