Back to GetFilings.com



Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-K

 


 

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

 

For the year ended December 31, 2003

 

OR

 

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

 

For the transition period from              to             

 

Commission file number: 0-14207

 


 

RANCON REALTY FUND IV,

A CALIFORNIA LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

 


 

California   33-0016355

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

400 South El Camino Real, Suite 1100

San Mateo, California

  94402-1708
(Address of principal executive offices)   (Zip Code)

 

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

 


 

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

 

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

 

Units of Limited Partnership Interest

(Title of class)

 


 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

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

 

No market for the Limited Partnership Units exists and therefore a market value for such Units cannot be determined.

 

DOCUMENTS INCORPORATED BY REFERENCE:

 

Exhibits: The index of exhibits is contained herein on page number 34.

 



Table of Contents

INDEX

RANCON REALTY FUND IV,

A CALIFORNIA LIMITED PARTNERSHIP

 

          Page No.

     PART I     

Item 1

   Business    3

Item 2

   Properties    4

Item 3

   Legal Proceedings    6

Item 4

   Submission of Matters to a Vote of Security Holders    6
     PART II     

Item 5

   Market for Partnership’s Common Stock and Related Stockholder Matters    7

Item 6

   Selected Financial Data    8

Item 7

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    8

Item 7A.

   Qualitative and Quantitative Information About Market Risk    12

Item 8

   Financial Statements and Supplementary Data    12

Item 9

   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    12

Item 9A.

   Controls and Procedures    13
     PART III     

Item 10

   Directors and Executive Officers of the Partnership    14

Item 11

   Executive Compensation    14

Item 12

   Security Ownership of Certain Beneficial Owners and Management    14

Item 13

   Certain Relationships and Related Transactions    14

Item 14

   Principal Accountant Fees and Services    14
     PART IV     

Item 15

   Exhibits, Financial Statement Schedules and Reports on Form 8-K    15
     SIGNATURES    16

 

2


Table of Contents

Part I

 

Item 1. Business

 

Rancon Realty Fund IV, a California Limited Partnership, (“the Partnership”) was organized in accordance with the provisions of the California Uniform Limited Partnership Act for the purpose of acquiring, developing, operating and selling real property. The Partnership was organized in 1984 and reached final funding in July 1987. The general partners of the Partnership are Daniel L. Stephenson and Rancon Financial Corp. (“RFC”), hereinafter referred to as the Sponsor or the General Partner. RFC is wholly-owned by Daniel L. Stephenson. The Partnership has no employees.

 

The Partnership’s initial acquisition of property between December 1984 and August 1985 consisted of approximately 76.56 acres of partially developed and unimproved land located in San Bernardino, California. The property is part of a master-planned development of 153 acres known as Tri-City Corporate Centre (“Tri-City”) and is zoned for mixed commercial, office, hotel, transportation-related, and light industrial uses and all of the parcels thereof are separately owned by the Partnership and Rancon Realty Fund V (“Fund V”), a partnership sponsored by the General Partner of the Partnership. Since the acquisition of the land, the Partnership has constructed twelve projects at Tri-City consisting of three office projects, one industrial property, and eight commercial properties. In 2002, one office building was sold. The Partnership’s properties are more fully described in Item 2.

 

As of December 31, 2003, the Partnership owned eleven rental properties, approximately one acre of land which is under construction, and approximately 21.5 acres of unimproved land (“Tri-City Properties”), all in the Tri-City master-planned development in San Bernardino, California.

 

In April 1996, the Partnership formed Rancon Realty Fund IV Tri-City Limited Partnership, a Delaware limited partnership (“RRF IV Tri-City”). The limited partner of RRF IV Tri-City is the Partnership and the General Partner is Rancon Realty Fund IV, Inc. (“RRF IV, Inc.”), a corporation wholly owned by the Partnership. Since the Partnership owns 100% of RRF IV, Inc. and indirectly owns 100% of RRF IV Tri-City, the Partnership considers all assets owned by RRF IV, Inc. and RRF IV Tri-City to be owned by the Partnership.

 

In 2002, a total of 2,488 Units were redeemed at an average price of $334. In 2003, a total of 1,307 Units were redeemed at an average price of $375. As of December 31, 2003, there were 70,239 Units outstanding.

 

Competition Within the Market

 

The Partnership competes in the leasing of its properties primarily with other available properties in the local real estate market. Management is not aware of any specific competitors of the 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 are the geographic location of the property, the professionalism of the property manager and the maintenance and appearance of the property, in addition to external factors such as general economic circumstances, trends, and the existence of new, competing properties in the vicinity. Additional competitive factors with respect to commercial and industrial properties are the ease of access to the property, the adequacy of related facilities, such as parking, and the ability to provide rent concessions and tenant improvements commensurate with local market conditions. Although management believes the Partnership’s properties are competitive with comparable properties as to those factors within the Partnership’s control, over-building and other external factors could adversely affect the ability of the Partnership to attract and retain tenants. The marketability of the properties may also be affected (either positively or negatively) by these factors as well as by changes in general or local economic conditions, including prevailing interest rates. Depending on market and economic conditions, the Partnership may be required to retain ownership of its properties for periods longer than anticipated, or may need to sell earlier than anticipated or refinance a property, at a time or under terms and conditions that are less advantageous than would be the case if unfavorable economic or market conditions did not exist.

 

Working Capital

 

The Partnership’s practice is to maintain cash reserves for normal repairs, replacements, working capital and other contingencies. The Partnership knows of no statistical information which allows comparison of its cash reserve to those of its competitors.

 

Other Factors

 

Approximately 15 acres of the Tri-City Corporate Centre land owned by the Partnership was part of a landfill operated by the City of San Bernardino (“the City”) from approximately 1950 to 1960. There are no records of which the Partnership is aware disclosing that hazardous wastes exist at the landfill. The City is responsible for the landfill and the gas-monitoring program as prescribed by the Santa Ana Regional Water Quality Control Board (‘RWQCB”). Under an Access Agreement with the Partnership, methane monitoring is handled directly by the City. The City must submit to the RWQCB a final plan for both the cover improvements to the landfill and a gas collection system installation. This was due in January 2004. Also, in 2003 the County of San Bernardino Local Enforcement Agency (LEA) issued a tentative Notice and Order of Compliance directing the City to install gas collection systems. There is no immediate requirement to conduct clean closure of the site, and the Partnership is working directly with the City on the details of their plan with the RWQCB and the County. However, no assurance can be made that circumstances will not arise which could impact the Partnership’s responsibility related to the land.

 

3


Table of Contents

Item 2. Properties

 

Tri-City Corporate Center

 

Between December 24, 1984 and August 19, 1985, the Partnership acquired a total of 76.56 acres of partially developed land in Tri-City for an aggregate purchase price of $9,917,000. During that time, Fund V acquired the remaining 76.21 acres within Tri-City.

 

Tri-City is located at the northeastern quadrant of the intersection of Interstate 10 (San Bernardino Freeway) and Waterman Avenue in the southernmost part of the City of San Bernardino, and is in the heart of the Inland Empire, the most densely populated area of San Bernardino and Riverside Counties.

 

Tri-City Properties

 

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

 

 

Property


  

Type


   Square Feet

One Vanderbilt

   Four story office building    73,730

Carnegie Business Center I

   Two R&D buildings    62,539

Service Retail Center

   Two retail buildings    20,780

Promotional Retail Center

   Four strip center retail buildings    66,265

Inland Regional Center

   Two story office building    81,079

TGI Friday’s

   Restaurant    9,386

Circuit City

   Retail building    39,123

Office Max

   Retail building    23,500

Mimi’s Café

   Restaurant    6,455

Palm Court Retail #1

   Retail building    5,054

Palm Court Retail #2

   Retail building    7,433

 

These eleven operating properties total approximately 395,000 square feet and offer a wide range of retail, commercial, R&D and office products to the market.

 

The Inland Empire is generally broken down into two major markets, Inland Empire East and Inland Empire West. Tri-City Corporate Centre is located within the Inland Empire East market, which consists of approximately 12.4 million square feet of office space and an overall vacancy rate of approximately 12% as of December 31, 2003, according to research conducted by an independent broker.

 

Within the Tri-City Corporate Centre at December 31, 2003, the Partnership has approximately 155,000 square feet of office space with an average vacancy rate of 0.75%, approximately 178,000 square feet of retail space with an average vacancy rate of 0.8%, and approximately 62,000 square feet of R & D space with no vacancy.

 

Occupancy levels for the Partnership’s Tri-City buildings for each of the five years ended December 31, 2003, expressed as a percentage of the total net rentable square feet were as follows:

 

     2003

    2002

    2001

    2000

    1999

 

One Vanderbilt

   95 %   98 %   76 %   88 %   88 %

Carnegie Business Center I

   100 %   100 %   97 %   85 %   77 %

Service Retail Center

   93 %   93 %   93 %   100 %   100 %

Promotional Retail Center

   100 %   100 %   100 %   100 %   100 %

Inland Regional Center

   100 %   100 %   100 %   100 %   100 %

TGI Friday’s

   100 %   100 %   100 %   100 %   100 %

Circuit City

   100 %   100 %   100 %   100 %   100 %

Office Max

   100 %   100 %   100 %   100 %   100 %

Mimi’s Café

   100 %   100 %   100 %   100 %   100 %

Palm Court Retail #1

   100 %   100 %   60 %   30 %   N/A  

Palm Court Retail #2

   100 %   100 %   100 %   N/A     N/A  

Weighted average occupancy

   99 %   99 %   94 %   94 %   94 %

 

In 2003, management renewed eight leases totaling 65,181 square feet, and executed one new lease totaling 1,615 square feet. During 2004, there are eight leases totaling 51,728 square feet that are due to expire. Four tenants with 8,090 total square feet of space have extended their leases. One tenant occupying 39,380 square feet has indicated that they will renew their lease. Terms and conditions are being negotiated. The remaining three tenants occupying 4,258 total square feet of space have not yet indicated whether they plan to renew their leases or vacate the premises in 2004. Management, along with independent leasing brokers, is aggressively marketing the space.

 

4


Table of Contents

The annual effective rents per square foot for each of the five years ended December 31, 2003 were as follows:

 

     2003

   2002

   2001

   2000

   1999

One Vanderbilt

   $ 19.36    $ 17.43    $ 18.18    $ 18.51    $ 17.88

Carnegie Business Center I

   $ 11.98    $ 11.65    $ 11.31    $ 10.49    $ 10.59

Service Retail Center

   $ 17.22    $ 17.45    $ 17.03    $ 16.54    $ 16.34

Promotional Retail Center

   $ 11.42    $ 11.03    $ 11.00    $ 10.74    $ 10.72

Inland Regional Center

   $ 15.30    $ 15.30    $ 15.30    $ 14.43    $ 14.43

TGI Friday’s

   $ 19.18    $ 19.18    $ 19.18    $ 19.18    $ 19.18

Circuit City

   $ 14.72    $ 13.38    $ 13.38    $ 13.38    $ 13.38

Office Max

   $ 12.34    $ 11.75    $ 11.75    $ 11.75    $ 11.75

Mimi’s Café

   $ 13.17    $ 13.17    $ 13.17    $ 13.17    $ 13.17

Palm Court Retail #1

   $ 22.11    $ 21.87    $ 23.25    $ 23.00      N/A

Palm Court Retail #2

   $ 23.55    $ 22.87    $ 22.20      N/A      N/A

 

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

 

At December 31, 2003, the Partnership’s annual rental rates ranged from $15.24 to $21.60 per square foot for office space; $10.56 to $24.48 per square foot for retail space; and $10.56 to $12.72 per square foot for R&D space.

 

The Partnership’s Tri-City properties had the following tenants which occupied a significant portion of the net rentable square footage as of December 31, 2003:

 

Tenant


  

Comp

USA


   ITT
Educational
Center


   PetsMart

   Inland
Regional
Center


  

The

University

Of

Phoenix,

Inc.


  

Country

Wide

Home

Loan


  

Fidelity
National

Title


  

Office

Max


  

Circuit

City


Building

   Promotional
Retail

Center
   Carnegie
Business
Center I
   Promotional
Retail

Center
   Inland
Regional
Center
   One
Vanderbilt
   One
Vanderbilt
   One
Vanderbilt
   Office
Max
   Circuit
City

Nature of Business

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

Lease Term

   10 years    12 years    15 years    13 years    10 years    1 year    5 years    15 years    20 years

Expiration Date

   8/31/08    12/31/04    1/10/09    7/16/09    8/31/09    8/31/05    8/31/08    10/31/13    1/13/18

Square Feet

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

% of rentable total

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

Annual Rent

   $250,000    $474,000    $262,000    $1,240,000    $435,000    $415,000    $391,000    $290,000    $576,000

Future Rent Increases

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

5-years
during
lease term

Renewal Options

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

 

The lease term for ITT Educational Center will expire on 12/31/04. The tenant has indicated that they will extend the lease term for another quarter prior moving out of the building.

 

5


Table of Contents

The Partnership’s Tri-City Properties are owned by the Partnership, in fee, subject to the following notes and deeds of trust as of December 31, 2003:

 

Security


   One Vanderbilt

    Service Retail Center,
Carnegie Business Center,
Promotional Retail Center


    IRC,
Circuit City,
TGI Friday’s


Principal balance at 12/31/03

   $ 2,060,000     $ 5,722,000     $ 0

Interest Rate

     9 %     8.74 %     Prime rate

Monthly payment

   $ 20,141     $ 53,413     $ 0

Maturity date

     1/1/05       5/1/06       4/15/04

 

Tri-City Land

 

As of December 31, 2003 the Partnership owned approximately 22.5 acres of land. Construction has commenced on an approximately one-acre parcel (discussed below). The remaining 21.5 acres is currently undeveloped. The Partnership anticipates developing and/or selling the parcels of this land by the end of next year.

 

The one-acre land parcel, known as Vanderbilt Plaza, is currently under construction. It is estimated to be completed in late 2004. The estimated construction cost for this 120,000 square foot four-story office building is approximately $10,000,000.

 

Approximately 15 acres of the Tri-City Corporate Centre land owned by the Partnership was part of a landfill operated by the City of San Bernardino (“the City”) from approximately 1950 to 1960. There are no records of which the Partnership is aware disclosing that hazardous wastes exist at the landfill. The City is responsible for the landfill and the gas-monitoring program as prescribed by the Santa Ana Regional Water Quality Control Board (‘RWQCB”). Under an Access Agreement with the Partnership, methane monitoring is handled directly by the City. The City must submit to the RWQCB a final plan for both the cover improvements to the landfill and a gas collection system installation. This was due in January 2004. Also, in 2003 the County of San Bernardino Local Enforcement Agency (LEA) issued a tentative Notice and Order of Compliance directing the City to install gas collection systems. There is no immediate requirement to conduct clean closure of the site, and the Partnership is working directly with the City on the details of their plan with the RWQCB and the County. However, no assurance can be made that circumstances will not arise which could impact the Partnership’s responsibility related to the land. At this time, the Partnership believes that developing of this land is not practical.

 

Item 3. Legal Proceedings

 

None.

 

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

 

None.

 

6


Table of Contents

Part II

 

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

 

Market Information

 

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

 

Holders

 

As of December 31, 2003, there were 8,609 holders of Partnership Units.

 

Distributions

 

Distributions are paid from either Cash From Operations or Cash From Sales or Refinancing (as such terms are defined in the Partnership Agreement).

 

Cash From Operations includes all cash receipts from operations in the ordinary course of business (except for the sale, refinancing, exchange or other disposition of real property in the ordinary course of business) after deducting payments for operating expenses. All distributions of Cash From Operations are paid in the ratio of 90% to the Limited Partners and 10% to the General Partner.

 

Cash From Sales or Refinancing is the net cash realized by the Partnership from the sale, disposition or refinancing of any property after retirement of applicable mortgage debt and all expenses related to the transaction, together with interest on any notes taken back by the Partnership upon the sale of a property. Distributions of Cash From Sales or Refinancing are generally allocated as follows: (i) first, 1 percent to the General Partner and 99 percent to the Limited Partners until the Limited Partners have received an amount equal to their capital contributions, plus a 12 percent return on their unreturned capital contributions (less prior distributions of Cash from Operations); (ii) second, to Limited Partners who purchased their units of limited partnership interest prior to April 1, 1985, to the extent they receive an additional return (depending on the date on which they purchased the units) on their unreturned capital of either 9 percent, 6 percent or 3 percent (calculated through October 31, 1985); and (iii) third, 20 percent to the General Partner and 80 percent to the Limited Partners. A more detailed statement of these distribution policies is set forth in the Partnership Agreement.

 

In 2003, the Partnership distributed $1,068,000 and $119,000 to the Limited Partners and General Partner from the proceeds of the sale of the Two Vanderbilt property as discussed below, respectively.

 

In 2002, the Partnership distributed $971,000 and $10,000 to the Limited Partners and General Partner from operations, respectively.

 

7


Table of Contents

Item 6. Selected Financial Data

 

The following is selected financial data for each of the five years ended December 31, 2003 (in thousands, except per Unit data):

 

     2003

   2002

    2001

    2000

    1999

 

Rental income

   $ 7,124    $ 6,362     $ 6,058     $ 5,774     $ 5,450  

Gain (loss) on sale of real estate

   $ —      $ —       $ —       $ (23 )   $ 253  

Provision for impairment of real estate investments

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

Income (loss ) from continuing operations

   $ 1,001    $ (360 )   $ (543 )   $ (675 )   $ (794 )

Income from discontinued operations

   $ —      $ 5,172     $ 271     $ 323     $ 333  

Net income (loss )

   $ 1,001    $ 4,812     $ (272 )   $ (352 )   $ (461 )

Net income (loss) allocable to Limited Partners

   $ 901    $ 4,556     $ (272 )   $ (352 )   $ (474 )

Net income (loss) per Uni