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) | |
Partnerships 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 registrants 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.
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 Partnerships Common Stock and Related Stockholder Matters | 7 | ||
| Item 6 |
Selected Financial Data | 8 | ||
| Item 7 |
Managements 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
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 Partnerships 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 Partnerships 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 Partnerships 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 Partnerships properties are competitive with comparable properties as to those factors within the Partnerships 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 Partnerships 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 Partnerships responsibility related to the land.
3
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 Partnerships 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 Fridays |
Restaurant | 9,386 | ||
| Circuit City |
Retail building | 39,123 | ||
| Office Max |
Retail building | 23,500 | ||
| Mimis 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 Partnerships 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 Fridays |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||
| Circuit City |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||
| Office Max |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||
| Mimis 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
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 Fridays |
$ | 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 | |||||
| Mimis 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 Partnerships 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 Partnerships 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 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
The Partnerships 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 Fridays | ||||||||
| 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 Partnerships responsibility related to the land. At this time, the Partnership believes that developing of this land is not practical.
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
6
Item 5. Market for Partnerships 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
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 | |||||||||||||||||||