UNITED STATES
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 March 31, 2004
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
(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
(Registrants 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 ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ¨ No x
Total number of units outstanding as of May 14, 2004: 69,766
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
2
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Balance Sheets
(in thousands, except units outstanding)
(Unaudited)
| March 31, 2004 |
December 31, 2003 |
|||||||
| Assets |
||||||||
| Investments in real estate: |
||||||||
| Rental properties |
$ | 43,112 | $ | 42,839 | ||||
| Accumulated depreciation |
(15,610 | ) | (15,271 | ) | ||||
| Rental properties, net |
27,502 | 27,568 | ||||||
| Construction in progress |
4,848 | 1,090 | ||||||
| Land held for development |
272 | 703 | ||||||
| Land held for sale |
431 | | ||||||
| Total investments in real estate |
33,053 | 29,361 | ||||||
| Cash and cash equivalents |
548 | 3,312 | ||||||
| Accounts receivable |
32 | 66 | ||||||
| Deferred costs, net of accumulated amortization of $2,383 and $2,315 at March 31, 2004 and December 31, 2003, respectively |
759 | 827 | ||||||
| Prepaid expenses and other assets |
1,102 | 1,053 | ||||||
| Total assets |
$ | 35,494 | $ | 34,619 | ||||
| Liabilities and Partners Equity |
||||||||
| Liabilities: |
||||||||
| Notes payable |
$ | 7,733 | $ | 7,782 | ||||
| Accounts payable and other liabilities |
278 | 241 | ||||||
| Construction costs payable |
975 | 146 | ||||||
| Prepaid rents |
113 | 58 | ||||||
| Total liabilities |
9,099 | 8,227 | ||||||
| Commitments and contingent liabilities (Note 5) |
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| Partners Equity: |
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| General Partner |
(620 | ) | (571 | ) | ||||
| Limited partners, 69,860 and 70,239 limited partnership units outstanding at March 31, 2004 and December 31, 2003, respectively |
27,015 | 26,963 | ||||||
| Total partners equity |
26,395 | 26,392 | ||||||
| Total liabilities and partners equity |
$ | 35,494 | $ | 34,619 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
3
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Operations
(in thousands, except per unit amounts and units outstanding)
(Unaudited)
| Three months ended March 31, | ||||||
| 2004 |
2003 | |||||
| Revenue |
||||||
| Rental income |
$ | 1,707 | $ | 1,639 | ||
| Interest and other income |
11 | 12 | ||||
| Total revenue |
1,718 | 1,651 | ||||
| Expenses |
||||||
| Operating |
597 | 632 | ||||
| Interest expense |
139 | 201 | ||||
| Depreciation and amortization |
382 | 335 | ||||
| Expenses associated with undeveloped land |
63 | 77 | ||||
| General and administrative |
296 | 267 | ||||
| Total expenses |
1,477 | 1,512 | ||||
| Net income |
$ | 241 | $ | 139 | ||
| Basic and diluted net income per limited partnership unit |
$ | 3.11 | $ | 1.75 | ||
| Weighted average number of limited partnership units outstanding during each period |
69,998 | 71,402 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
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A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statement of Partners Equity
For the three months ended March 31, 2004
(in thousands)
(Unaudited)
| General Partner |
Limited Partners |
Total |
||||||||||
| Balance at December 31, 2003 |
$ | (571 | ) | $ | 26,963 | $ | 26,392 | |||||
| Redemption of limited partnership units |
| (166 | ) | (166 | ) | |||||||
| Net income |
23 | 218 | 241 | |||||||||
| Distributions |
(72 | ) | | (72 | ) | |||||||
| Balance at March 31, 2004 |
$ | (620 | ) | $ | 27,015 | $ | 26,395 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
5
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
| Three months ended March 31, |
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| 2004 |
2003 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | 241 | $ | 139 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
382 | 335 | ||||||
| Amortization of loan fees, included in interest expense |
25 | 26 | ||||||
| Changes in certain assets and liabilities: |
||||||||
| Accounts receivable |
34 | 218 | ||||||
| Deferred financing costs and other fees |
| (39 | ) | |||||
| Prepaid expenses and other assets |
(49 | ) | (4 | ) | ||||
| Accounts payable and other liabilities |
37 | 14 | ||||||
| Prepaid rents |
55 | 272 | ||||||
| Net cash provided by operating activities |
725 | 961 | ||||||
| Cash flows from investing activities: |
||||||||
| Net additions to real estate |
(3,202 | ) | (308 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Notes payable principal payments |
(49 | ) | (45 | ) | ||||
| Distributions to General Partner |
(72 | ) | | |||||
| Redemption of limited partnership units |
(166 | ) | (77 | ) | ||||
| Net cash used for financing activities |
(287 | ) | (122 | ) | ||||
| Net (decrease) increase in cash and cash equivalents |
(2,764 | ) | 531 | |||||
| Cash and cash equivalents at beginning of period |
3,312 | 3,764 | ||||||
| Cash and cash equivalents at end of period |
$ | 548 | $ | 4,295 | ||||
| Supplemental disclosure of cash flow information: |
||||||||
| Cash paid for interest |
$ | 172 | $ | 191 | ||||
| Interest capitalized |
$ | 58 | $ | | ||||
The accompanying notes are an integral part of these consolidated financial statements.
6
A California Limited Partnership
Notes to Consolidated Financial Statements
(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 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 Corporation (RFC), hereinafter referred to as the Sponsor or the General Partner. RFC is wholly-owned by Daniel L. Stephenson. The Partnership has no employees.
During the three months ended March 31, 2004, a total of 379 units of limited partnership interest (Units) were redeemed at an average price of $437. As of March 31, 2004, there were 69,860 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 March 31, 2004 and December 31, 2003, the related consolidated statements of operations for the three months ended March 31, 2004 and 2003, partners equity for the three months ended March 31, 2004, and cash flows for the three months ended March 31, 2004 and 2003.
Allocation of Net Income and Net Loss
Allocations of net income and net 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 Partner. Net losses from operations are allocated 99% to the limited partners and 1% to the General Partner 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 Partner be allocated more than 5% of the net income other than net income from operations until the earlier of sale or disposition of substantially all of the assets or the distribution of cash (other than cash from operations) equal to the Unitholders original invested capital; (ii) second, to the limited partners in proportion to and to the extent of the amounts 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 account in proportion to the number of units owned, and then, to bring the sum of the balances of the capital accounts of the limited partners and the General Partner into the ratio of 4 to 1; and (iv) the balance, if any, 80% to the limited partners and 20% to the General Partner. In no event shall the General Partner be allocated less than 1% of the net income other than net income from operations for any period. Net loss other than net loss from operations shall be allocated 99% to the limited partners and 1% to the General Partner.
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.
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
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RANCON REALTY FUND IV
A California Limited Partnership
Notes to Consolidated Financial Statements
(Unaudited)
Agreement), if any, with respect to each such Unit, on the Adjusted Investment Capital (as defined in the Partnership Agreement) of such Units for the twelve month period following the date upon which such Unit was purchased from the Partnership and following the admission of such limited partner; (for limited partners admitted to the Partnership before March 31, 1985, there are additional cumulative non-compounded returns of 9 percent, 6 percent, or 3 percent depending on purchase date, through October 31, 1985); (iii) third, 99 percent to the General Partner and 1 percent to the limited partners, until the General Partner has received an amount equal to 20 percent of all distributions of cash from sales or refinancing; and (iv) the balance, 80 percent to the limited partners, pro rata in proportion to the number of Units held by each, and 20 percent to the General Partner.
In January 2004, the General Partner received a distribution true-up totaling $71,877 which applied to the years of 2001 and 2002. The true-up primarily resulted from the difference between estimated and actual revenue and expenses for the month of December in 2001 and 2002 which were used to calculate the General Partner distribution in 2003.
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 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 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 Partnership will pay Glenborough for its services as follows: (i) a specified asset administration fee ($166,000 and $148,000 in the first quarter of 2004 and 2003, respectively); (ii) sales fees of 2% for improved properties and 4% for land ($175,000 in the first quarter of 2003); (iii) a refinancing fee of 1% 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. The General Partner has assigned any distributions it receives to Glenborough. Such distributions were $72,000 and $0 during the three months ended March 31, 2004 and 2003, respectively. 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.
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
(Unaudited)
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 useful lives ranging from five to forty years for the respective assets.
Land Held for Development, Land Held for Sale, and Construction in Progress
Land held for development and construction in progress are stated at cost unless events or circumstances indicate that cost cannot be recovered, in which case, the carrying value is reduced to estimated fair value. Land held for sale is presented at the lower of cost or estimated fair value less costs to sell upon the classification as held for sale. 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 for further development.
Interest, property taxes and insurance related to property constructed by the Partnership are capitalized during periods of construction.
Cash and Cash Equivalents
The Partnership considers certificates of deposit and money market funds with original maturities of less than ninety days when purchased to be cash equivalents.
Fair Value of Financial Instruments
For certain financial instruments, including cash and cash equivalents, accounts receivable (included in other assets), accounts payable and accrued liabilities (included in 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 and other terms, the estimated fair value of the Partnerships secured notes payable as of March 31, 2004, and December 31, 2003 are approximately $8,577,000 and $8,789,000, respectively.
Deferred Costs
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 agreements.
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 Partnerships collection experience and the credit quality of the Partnerships tenants changes. Actual amounts collected could be lower or higher than the amounts recognized on a straight-line basis if specific tenants are unable to pay rent that the Partnership has previously recognized as revenue.
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.
9
RANCON REALTY FUND IV
A California Limited Partnership
Notes to Consolidated Financial Statements
(Unaudited)
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 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 consolid