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Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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, 2003

OR

o 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

(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)

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

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 o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o      No x

Total number of units outstanding as of August 12, 2003: 70,561

 


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statement of Partners’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Qualitative and Quantitative Information About Market Risk
Item 4. Controls and Procedures
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
Exhibit Index
EXHIBIT 31.1
EXHIBIT 32.1


Table of Contents

INDEX
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP

         
        Page No.
       
PART I   FINANCIAL INFORMATION    
Item 1.   Consolidated Financial Statements of Rancon Realty Fund IV (Unaudited):    
       Consolidated Balance Sheets at June 30, 2003 and December 31, 2002   3
       Consolidated Statements of Operations for the three and six months ended June 30, 2003
     and 2002
  4
       Consolidated Statement of Partners’ Equity for the six months ended June 30, 2003   5
       Consolidated Statements of Cash Flows for the six months ended June 30, 2003 and 2002   6
       Notes to Consolidated Financial Statements   7-12
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations   13-16
Item 3.   Qualitative and Quantitative Information About Market Risk   16
Item 4.   Controls and Procedures   16
PART II   OTHER INFORMATION    
Item 1.   Legal Proceedings   17
Item 4.   Submission of Matters to a Vote of Security Holders   17
Item 6.   Exhibits and Reports on Form 8-K   17
SIGNATURES       18

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Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP

Consolidated Balance Sheets
(in thousands, except units outstanding)
(Unaudited)

                       
          June 30,   December 31,
          2003   2002
         
 
ASSETS
               
Investments in real estate:
               
 
Rental properties, gross
  $ 42,722     $ 42,330  
 
Accumulated depreciation
    (14,620 )     (14,024 )
 
   
     
 
 
Rental properties, net
    28,102       28,306  
 
Land held for development
    1,216       1,214  
 
   
     
 
   
Total real estate investments
    29,318       29,520  
Cash and cash equivalents
    4,562       3,764  
Accounts receivable
    90       246  
Deferred financing costs and other fees, net of accumulated amortization of $2,178 and $2,045 at June 30, 2003 and December 31, 2002, respectively
    888       977  
Prepaid expenses and other assets
    1,006       991  
 
   
     
 
   
Total assets
  $ 35,864     $ 35,498  
 
 
   
     
 
LIABILITIES AND PARTNERS’ EQUITY
               
Liabilities:
               
 
Notes payable
  $ 7,879     $ 7,970  
 
Accounts payable and other liabilities
    320       460  
 
Prepaid rent
    340        
 
   
     
 
   
Total liabilities
    8,539       8,430  
 
   
     
 
Commitments and contingent liabilities (Note 5)
               
Partners’ Equity:
               
 
General partners
    (497 )     (552 )
 
Limited partners, 70,770 and 71,546 limited partnership units outstanding at June 30, 2003 and December 31, 2002, respectively
    27,822       27,620  
 
   
     
 
   
Total partners’ equity
    27,325       27,068  
 
   
     
 
     
Total liabilities and partners’ equity
  $ 35,864     $ 35,498  
 
 
   
     
 

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

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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,
           
 
            2003   2002   2003   2002
           
 
 
 
REVENUE
                               
   
Rental income
  $ 1,931     $ 1,692     $ 3,570     $ 3,164  
   
Interest and other income
    16       25       28       29  
 
   
     
     
     
 
       
Total revenue
    1,947       1,717       3,598       3,193  
 
   
     
     
     
 
 
EXPENSES
                               
   
Operating
    625       603       1,257       1,180  
   
Interest expense
    199       204       400       452  
   
Depreciation and amortization
    343       348       678       696  
   
Expenses associated with undeveloped land
    77       570       154       679  
   
General and administrative
    294       360       561       594  
 
   
     
     
     
 
       
Total expenses
    1,538       2,085       3,050       3,601  
 
   
     
     
     
 
       
Income (loss) from operations
    409       (368 )     548       (408 )
 
   
     
     
     
 
       
Income (loss) from discontinued operations (including gain on sale of $5,120 in 2002)
          (20 )           5,172  
 
   
     
     
     
 
Net income (loss)
  $ 409     $ (388 )   $ 548     $ 4,764  
 
   
     
     
     
 
Basic and diluted net income (loss) per limited partnership unit
  $ 5.18     $ (5.16 )   $ 6.92     $ 60.97  
 
   
     
     
     
 
Distributions per limited partnership unit:
                               
   
From net income
  $     $     $     $  
   
Representing return of capital
                       
 
   
     
     
     
 
     
Total distributions per limited partnership unit
  $     $     $     $  
 
   
     
     
     
 
Weighted average number of limited partnership units outstanding during each period
    71,050       73,897       71,226       73,944  
 
   
     
     
     
 

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

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RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP

Consolidated Statement of Partners’ Equity
For the six months ended June 30, 2003
(in thousands)
(Unaudited)

                         
    General Partners   Limited Partners   Total
   
 
 
Balance at December 31, 2002
  $ (552 )   $ 27,620     $ 27,068  
Redemption of limited partnership units
          (291 )     (291 )
Net income
    55       493       548  
 
   
     
     
 
Balance at June 30, 2003
  $ (497 )   $ 27,822     $ 27,325  
 
   
     
     
 

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

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RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP

Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)

                         
            Six months ended
            June 30,
           
            2003   2002
           
 
CASH FLOWS FROM OPERATING ACTIVITIES:
               
 
Net income
  $ 548     $ 4,764  
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
     
Gain on sale of real estate
          (5,120 )
     
Depreciation and amortization
    678       772  
       
Amortization of loan fees, included in interest expense
    51       51  
     
Changes in certain assets and liabilities:
               
       
Accounts receivable
    156       96  
       
Deferred financing costs and other fees
    (44 )     (22 )
       
Prepaid expenses and other assets
    (15 )     (16 )
       
Accounts payable and other liabilities
    (140 )     (400 )
       
Prepaid rent
    340        
 
   
     
 
       
Net cash provided by operating activities
    1,574       125  
 
   
     
 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
 
Net proceeds from sales of real estate
          8,382  
 
Net additions to real estate investments
    (394 )     (339 )
 
   
     
 
       
Net cash (used for) provided by investing activities
    (394 )     8,043  
 
   
     
 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
 
Notes payable principal payments
    (91 )     (4,284 )
 
Redemption of limited partnership units
    (291 )     (54 )
 
   
     
 
       
Net cash used for financing activities
    (382 )     (4,338 )
 
   
     
 
Net increase in cash and cash equivalents
    798       3,830  
Cash and cash equivalents at beginning of period
    3,764       1,462  
 
   
     
 
Cash and cash equivalents at end of period
  $ 4,562     $ 5,292  
 
 
   
     
 
Supplemental disclosure of cash flow information:
               
   
Cash paid for interest
  $ 365     $ 419  
 
 
   
     
 

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

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RANCON REALTY FUND IV
A California Limited Partnership


Notes to Consolidated Financial Statements

June 30, 2003
(Unaudited)

Note 1. ORGANIZATION

Rancon Realty Fund IV, a California Limited Partnership, (“the Partnership”), was organized in accordance with the provisions of the California Uniform Limited Partnership Act for the purpose of acquiring, developing, operating and disposing of real property. The general partners of the Partnership are Daniel L. Stephenson and Rancon Financial Corporation (“RFC”), hereinafter referred to as the Sponsor or the General Partner. RFC is wholly-owned by Daniel L. Stephenson. The Partnership reached final funding in July 1987.

During the six months ended June 30, 2003, a total of 776 Units of limited partnership interest (the “Units”) were redeemed at an average price of $375. As of June 30, 2003, there were 70,770 Units outstanding.

In the opinion of RFC, the General Partner and Glenborough Realty Trust Incorporated (“Glenborough”), the Partnership’s 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, 2003 and December 31, 2002, and the related consolidated statements of operations for the three and six months ended June 30, 2003 and 2002, partners’ equity for the six months ended June 30, 2003, and cash flows for the six months ended June 30, 2003 and 2002.

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 partner’s capital account is reduced to zero. Additional losses will be allocated entirely to those partners with positive capital account balances until such balances are reduced to zero.

Net income other than net income from operations shall be allocated as follows: (i) first, to the partners who have a deficit balance in their capital account, provided that, in no event shall the general 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 partner’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 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.

Distribution of Cash

The Partnership shall make annual or more frequent distributions of substantially all cash available to be distributed to partners as determined by the General Partner, subject to the following: (i) distributions may be restricted or suspended for limited periods when the General Partner determines in its absolute discretion that it is in the best interest of the Partnership; and (ii) all distributions are subject to the payments of partnership expenses and maintenance of reasonable reserves for debt service, alterations improvements, maintenance, replacement of furniture and fixtures, working capital and contingent liabilities.

All excess cash from operations shall be distributed 90 percent to the limited partners and 10 percent to the General Partner.

All cash from sales or refinancing and any other cash determined by the General Partner to be available for distribution other than cash from operations shall be distributed in the following order of priority: (i) first, 1 percent to the General Partner and 99 percent to the limited partners in proportion to the outstanding positive amounts of Adjusted Invested Capital (as defined in the Partnership Agreement) for each of their Units until Adjusted Invested Capital (as defined in the Partnership Agreement) for each Unit is reduced to zero; (ii) second, 1 percent to the General Partner and 99 percent to the limited partners until each of the limited partners has received an amount which, including cash from operations previously distributed to the limited partners, equals a 12 percent annual cumulative non-compounded return on the Adjusted Invested Capital (as defined in the Partnership Agreement) of their Units plus such limited partners’ Limited Incremental Preferential Return (as defined in the Partnership Agreement), if any, with respect to each such Unit, on the Adjusted Investment Capital (as defined in the Partnership Agreement)

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RANCON REALTY FUND IV
A California Limited Partnership


Notes to Consolidated Financial Statements

June 30, 2003
(Unaudited)

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.

All cash from a sale or disposition of substantially all of the assets (as defined in the Partnership Agreement) and any cash, other than cash from operations, available for distribution to partners during the dissolution and termination of the Partnership, shall be distributed to the partners: (i) first, in proportion to and to the extent of the positive balances of their capital accounts; and (ii) the remaining balance, if any, in accordance with distributions of cash from sales or refinancing above.

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

Management Agreement

Effective January 1, 1995, Glenborough Corporation (“GC”) entered into an agreement with the Partnership and other related Partnerships (collectively, the “Rancon Partnerships”) to perform or contract on the Partnership’s behalf for financial, accounting, data processing, marketing, legal, investor relations, asset and development management and consulting services for a period of ten years or until the liquidation of the Partnership, whichever comes first. Effective January 1, 1998, the agreement was amended to eliminate GC’s responsibility for providing investor relation services and Preferred Partnership Services, Inc., a California corporation unaffiliated with the Partnership, contracted to assume the investor relations service. In October 2000, GC merged into Glenborough. 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 ($327,000 and $350,000 as of June 30, 2003 and 2002); (ii) sales fees of 2% for improved properties and 4% for land ($175,000 as of June 30, 2002); (iii) a refinancing fee of 1% ($59,000 as of June 30, 2003) 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 Partnership’s ability to (i) achieve positive cash flow from operations, (ii) meet its debt obligations, (iii) provide distributions either from operations or the ultimate disposition of the Partnership’s properties or (iv) continue as a going concern, may be impacted by changes in interest rates, property values, local and regional economic conditions, or the entry of other competitors into the market. The accompanying consolidated financial statements do not provide for adjustments with regard to these uncertainties.

Note 2. SIGNIFICANT ACCOUNTING POLICES

Basis of Accounting

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. They include the accounts of certain wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Consolidation

In April 1996, the Partnership formed Rancon Realty Fund IV Tri-City Limited Partnership, a Delaware limited partnership (“RRF IV Tri-City”). The limited partner of RRF IV Tri-City is the Partnership and the General Partner is Rancon Realty Fund IV, Inc. (“RRF IV, Inc.”), a corporation wholly owned by the Partnership. Since the Partnership owns 100% of RRF IV, Inc. and indirectly owns 100% of RRF IV Tri-City, the financial statements of RRF IV, Inc. and RRF IV Tri-City have been consolidated with those of the Partnership. All intercompany balances and transactions have been eliminated in the consolidation.

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RANCON REALTY FUND IV
A California Limited Partnership


Notes to Consolidated Financial Statements

June 30, 2003
(Unaudited)

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the results of operations during the reporting period. Actual results could differ from those estimates.

New Accounting Pronouncements

In January 2003, the FASB approved for issuance FASB Interpretation No. 46 (FIN 46), “Consolidation of Variable Interest Entities.” FIN 46 clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements” to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 applies immediately to variable interest entities (VIEs) created after January 31, 2003, and to VIEs in which an enterprise obtains an interest after that date. It applies in the first fiscal year or interim period beginning after June 15, 2003, to VIEs in which an enterprise holds a variable interest that it acquired before February 1, 2003. FIN 46 may be applied prospectively with a cumulative-effect adjustment as of the date on which it is first applied or by restating previously issued financial statements for one or more years with a cumulative-effect adjustment as of the beginning of the first year restated. The disclosure requirements of FIN 46 are effective for all financial statements initially issued after January 31, 2003. The adoption of FIN 46 will not have a material impact on the financial statements of the Partnership.

Rental Properties

Rental properties, including the related land, are stated at cost unless events or circumstances indicate that cost cannot be recovered, in which case, the carrying value of the property is reduced to its estimated fair value. Estimated fair value: (i) is based upon the Partnership’s plans for the continued operations of each property; and (ii) is computed using estimated sales price, as determined by prevailing market values for comparable properties and/or the use of capitalization rates multiplied by annualized rental income based upon the age, construction and use of the building. The fulfillment of the Partnership’s plans related to each of its properties is dependent upon, among other things, the presence of economic conditions which will enable the Partnership to continue to hold and operate the properties prior to their eventual sale. Due to uncertainties inherent in the valuation process and in the economy, it is reasonably possible that the actual results of operating and disposing of the Partnership’s properties could be materially different than current expectations.

Depreciation is provided using the straight-line method over the five to forty year 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 Partnership’s plans for the development of each property; (ii) is computed using estimated sales price, based upon market values for comparable properties; and (iii) considers the cost to complete and the estimated fair value of the completed project. The fulfillment of the Partnership’s plans related to each of its properties is dependent upon, among other things, the presence of economic conditions which will enable the Partnership to either hold the properties for eventual sale or obtain financing to further develop the properties.

Cash and Cash Equivalents

The Partnership considers short-term investments (including certificates of deposit and money market funds) with a maturity of less than ninety days when purchased at the time of investment to be cash equivalents.

Deferred Financing Costs

Deferred financing costs 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

The Partnership recognizes rental revenue on a straight-line basis at amounts that it believes it will collect on a tenant-by-tenant basis. The estimation process may result in higher or lower levels from period to period as the Partnership’s collection experience and the credit quality of the Partnership’s tenants changes. Actual amounts collected could be lower or higher than the amounts

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RANCON REALTY FUND IV
A California Limited Partnership


Notes to Consolidated Financial Statements

June 30, 2003
(Unaudited)

recognized on a straight-line basis if specific tenants are unable to pay rent that the Partnership has previously recognized as revenue.

The Partnership’s portfolio of leases turns over continuously, with the number and value of expiring leases varying from year to year. The Partnership’s ability to re-lease the space to existing or new tenants at rates equal to or greater than those realized historically is impacted by, among other things, the economic conditions of the market in which a property is located, the availability of competing space, and the level of improvements which may be required at the property. No assurance can be given that the rental rates that the Partnership will obtain in the future will be equal to or greater than those obtained under existing contractual commitments.

Reimbursements from tenants for real estate taxes and other recoverable operating expenses are recognized as revenue in the period the applicable expenses are incurred. Differences between estimated and actual amounts are recognized in the subsequent year.

Sales of Real Estate

The Partnership recognizes sales of real estate when a contract is in place, a closing has taken place, the buyer’s investment is adequate to demonstrate a commitment to pay for the property and the Partnership does not have a substantial continuing involvement in the property. Each property is considered a separately identifiable component of the Partnership and is reported in discontinued operations when the operations and cash flows of the Property have been (or will be) eliminated from the ongoing operations of the Partnership as a result of the disposal transaction and the Property will not have any significant continuing involvement in the operations of the Partnership after the disposal transaction.

Net Income/Loss Per Limited Partnership Unit

Net income or loss per limited partnership unit is calculated using the weighted average number of limited partnership units outstanding during the period and the Limited Partners’ allocable share of the net income or loss.

Income Taxes

No provision for income taxes is included in the accompanying consolidated financial statements as the Partnership’s results of operations are allocated to the partners for inclusion in their respective income tax returns. Net income (loss) and partners’ equity (deficit) for financial reporting purposes will differ from the Partnership’s income tax return because of different accounting methods used for certain items, including depreciation expense, provisions for impairment of investments in real estate, capitalization of development period interest and rental income and loss recognition.

Concentration Risk

One tenant represented 22 percent and 18 percent of rental income for the six months ended June 30, 2003 and 2002, respectively.

Reference to 2002 audited consolidated financial statements

These unaudited consolidated financial statements should be read in conjunction with the notes to audited consolidated financial statements included in the December 31, 2002 audited consolidated financial statements on Form 10-K.

Note 3. INVESTMENTS IN REAL ESTATE

Rental properties consisted of the following at June 30, 2003 and December 31, 2002 (in thousands):

                 
    2003   2002
   
 
Land
  $ 4,236     $ 4,236  
Buildings
    28,369       28,369  
Leasehold and other improvements
    10,117       9,725  
 
   
     
 
 
    42,722       42,330  
Less: accumulated depreciation
    (14,620 )     (14,024 )
 
   
     
 
Total rental properties, net
  $ 28,102     $ 28,306  
 
   
     
 

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RANCON REALTY FUND IV
A California Limited Partnership


Notes to Consolidated Financial Statements

June 30, 2003
(Unaudited)

At June 30, 2003, the Partnership’s rental properties included seven retail and four office/R & D projects at the Tri-City Corporate Centre in San Bernardino, California.

On March 20, 2002, the Partnership sold the Two Vanderbilt property to an anchor tenant, Inland Empire Health Plan, who occupied 78% of the property for a sales price of $8,750,000. The sale generated net proceeds of approximately $8,382,000 and a gain on sale of approximately $5,120,000. The Partnership made a pay down on the line of credit of $4,200,000 from the sales proceeds and added the remaining cash to its cash reserves.

In accordance with SFAS 144 “Accounting for the Impairment or Disposal of Long Lived Assets”, effective for financial statements issued for fiscal years beginning after December 15, 2001, net income and gain or loss on sales of real estate for properties sold or classified as held for sale subsequent to December 31, 2001 are reflected in the consolidated statements of operations as “Discontinued operations” for all periods presented.

Below is a summary of the results of operations of Two Vanderbilt for the three and six months ended June 30, 2002 (in thousands):

                 
    Three   Six
    Months   Months
   
 
Rental income