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 June 30, 2004
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 0-16645
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
| California | 33-0157561 | |
| (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 August 12, 2004: 12,737
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
2
A CALIFORNIA LIMITED PARTNERSHIP
Balance Sheets
(in thousands, except units outstanding)
(Unaudited)
| June 30, 2004 |
December 31, 2003 |
|||||||
| Assets |
||||||||
| Investments in real estate: |
||||||||
| Rental properties |
$ | 7,033 | $ | 6,900 | ||||
| Accumulated depreciation |
(2,875 | ) | (2,723 | ) | ||||
| Rental properties, net |
4,158 | 4,177 | ||||||
| Cash and cash equivalents |
216 | 348 | ||||||
| Deferred costs, net of accumulated amortization of $166 and $148 at June 30, 2004 and December 31, 2003, respectively |
65 | 123 | ||||||
| Prepaid expenses and other assets |
70 | 73 | ||||||
| Total assets |
$ | 4,509 | $ | 4,721 | ||||
| Liabilities and Partners Equity |
||||||||
| Liabilities: |
||||||||
| Accounts payable and other liabilities |
$ | 30 | $ | 34 | ||||
| Security deposits |
70 | 84 | ||||||
| Total liabilities |
100 | 118 | ||||||
| Commitments and contingent liabilities (Note 4) |
||||||||
| Partners Equity: |
||||||||
| General Partner |
(185 | ) | (185 | ) | ||||
| Limited partners, 12,749 and 12,966 limited partnership units outstanding at June 30, 2004 and December 31, 2003, respectively |
4,594 | 4,788 | ||||||
| Total partners equity |
4,409 | 4,603 | ||||||
| Total liabilities and partners equity |
$ | 4,509 | $ | 4,721 | ||||
The accompanying notes are an integral part of these financial statements.
3
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Operations
(in thousands, except per unit and units amounts)
(Unaudited)
| Three months ended June 30, |
Six months ended June 30, | |||||||||||
| 2004 |
2003 |
2004 |
2003 | |||||||||
| Revenue |
||||||||||||
| Rental income |
$ | 341 | $ | 361 | $ | 638 | $ | 648 | ||||
| Interest and other income |
| 1 | 1 | 4 | ||||||||
| Total revenues |
341 | 362 | 639 | 652 | ||||||||
| Expenses |
||||||||||||
| Operating |
149 | 136 | 273 | 255 | ||||||||
| Depreciation and amortization |
126 | 74 | 218 | 148 | ||||||||
| General and administrative |
52 | 49 | 101 | 97 | ||||||||
| Total expenses |
327 | 259 | 592 | 500 | ||||||||
| Net income |
$ | 14 | $ | 103 | $ | 47 | $ | 152 | ||||
| Basic and diluted net income per limited partnership unit |
$ | 1.09 | $ | 7.68 | $ | 3.64 | $ | 11.37 | ||||
| Weighted average number of limited partnership units outstanding during each period |
12,752 | 13,212 | 12,798 | 13,239 | ||||||||
The accompanying notes are an integral part of these financial statements.
4
A CALIFORNIA LIMITED PARTNERSHIP
Statement of Partners Equity
For the six months ended June 30, 2004
(in thousands)
(Unaudited)
| General Partners |
Limited Partners |
Total |
||||||||||
| Balance (deficit) at December 31, 2003 |
$ | (185 | ) | $ | 4,788 | $ | 4,603 | |||||
| Redemption of Limited Partnership Units |
| (88 | ) | (88 | ) | |||||||
| Distributions ($11.80 per limited partnership unit) |
| (153 | ) | (153 | ) | |||||||
| Net income |
| 47 | 47 | |||||||||
| Balance (deficit) at June 30, 2004 |
$ | (185 | ) | $ | 4,594 | $ | 4,409 | |||||
The accompanying notes are an integral part of these financial statements.
5
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Cash Flows
(in thousands)
(Unaudited)
| Six months ended June 30, |
||||||||
| 2004 |
2003 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | 47 | $ | 152 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
218 | 148 | ||||||
| Changes in certain assets and liabilities: |
||||||||
| Deferred costs |
(8 | ) | (65 | ) | ||||
| Prepaid expenses and other assets |
3 | 5 | ||||||
| Accounts payable and other liabilities |
(4 | ) | 27 | |||||
| Security deposits |
(14 | ) | (13 | ) | ||||
| Prepaid rent |
| 41 | ||||||
| Net cash provided by operating activities |
242 | 295 | ||||||
| Cash flows used for investing activities: |
||||||||
| Additions to real estate investments |
(133 | ) | (254 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Distributions to limited partners |
(153 | ) | (135 | ) | ||||
| Redemption of limited partnership units |
(88 | ) | (46 | ) | ||||
| Net cash used for financing activities |
(241 | ) | (181 | ) | ||||
| Net decrease in cash and cash equivalents |
(132 | ) | (140 | ) | ||||
| Cash and cash equivalents at beginning of period |
348 | 712 | ||||||
| Cash and cash equivalents at end of period |
$ | 216 | $ | 572 | ||||
The accompanying notes are an integral part of these financial statements.
6
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
(Unaudited)
Note 1. ORGANIZATION
Rancon Income Fund I, a California Limited Partnership (the Partnership) was organized in accordance with the provisions of the California Revised Limited Partnership Act for the purpose of acquiring, operating and disposing of existing income producing commercial, industrial and residential real estate properties. The Partnership reached final funding in April 1989. The Partnership was formed with initial capital contributions from Rancon Income Partners I, L.P. (the General Partner) and Daniel L. Stephenson and Rancon Financial Corporation (RFC), the initial limited partner, who indirectly owns and controls the General Partner. RFC is wholly-owned by Daniel L. Stephenson. The General Partner and its affiliates are hereinafter referred to as the Sponsor or the General Partner. The Partnership has no employees.
During the six months ended June 30, 2004, 217 Units were redeemed at an average price of $409. At June 30, 2004, there were 12,749 Units outstanding.
In the opinion of RFC and the General Partner, the accompanying unaudited financial statements contain all adjustments (consisting of only normal accruals) necessary to present fairly the financial position of the Partnership as of June 30, 2004 and December 31, 2003, and the related statements of operations for the three and six months ended June 30, 2004 and 2003, partners equity for the six months ended June 30, 2004, and cash flows for the six months ended June 30, 2004 and 2003.
Allocation of Net Income and Net Loss
Allocations of the profits and losses from operations are made pursuant to the terms of the Partnership Agreement.
Generally, net income from operations is allocated to the General Partner and the limited partners in proportion to the amounts of cash from operations distributed to the partners for each fiscal year. In no event shall the General Partner be allocated less than 1% of the net income from any period. If there are no distributions of cash from operations during such fiscal year, net income shall be allocated 90% to the limited partners and 10% to the General Partner. Net losses from operations are allocated 90% to the limited partners and 10% to the General Partner until such time as a partners account is reduced to zero. Additional losses will be allocated entirely to those partners with positive account balances until such balances are reduced to zero. In no event will the General Partner be allocated less than 1% of net loss for any period.
Net income other than net income from operations shall be allocated as follows: (i) first, 1% to the General Partner; (ii) second, to the partners who have a deficit balance in their capital account in proportion to and to the extent of such deficit balances, provided, that in no event shall the General Partner be allocated more than 10% 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 original invested capital of the General Partner and the limited partner; (iii) the balance, if any, shall be allocated (a) first, to the General Partner in an amount equal to the lesser of (1) the amount of cash from sale or financing anticipated to be distributed to the General Partner or (2) an amount sufficient to increase the General Partners account balance to an amount equal to such distribution from sale or financing; (b) the balance, to the limited partners. 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.
Distributions
Distributions of cash from operations are generally allocated as follows: (i) first, to the limited partners until they receive a non-cumulative 6% return per annum on their unreturned capital contributions and (ii) the remainder, if any in a given year, shall be divided in the ratio of 90% to the limited partners and 10% to the General Partner.
Distributions of cash from sales or financing are generally allocated as follows: (i) first, 2% to the General Partner and 98% to the limited partners until the limited partners have received an amount equal to their capital contributions; (ii) second, 2% to the General Partner and 98% to the limited partners until the limited partners have received a cumulative non-compounded return of 6% per annum on their unreturned capital contributions (less prior distributions of cash from operations); (iii) third, to the General Partner for the amount of subordinated real estate commissions payable per the Partnership Agreement; (iv) fourth, 2% to the General Partner and 98% to the limited partners until the limited partners have received an additional 4% return on their unreturned capital contributions (less prior distributions of cash from operations); (v) fifth, 2% to the General Partner and 98% to the limited partners until the limited partners who purchased their partnership units (Units) prior to June 1, 1988, receive an additional return (depending on the date on which they purchased the Units) on their unreturned capital of either 8%, 5% or 2% (calculated through the first anniversary date of the purchase of the Units); (vi) sixth, 98% to the General Partner and 2% to the limited partners until the General Partner has received an amount equal to 15% of all prior distributions made to the limited partners and the General Partner pursuant to subparagraph (iv) and (v), reduced by the aggregate of all prior distributions to the General Partner under subparagraph (iv) and (v); and (vii) seventh, the balance, 85% to the limited partners and 15% to the General Partner.
7
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
(Unaudited)
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.
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 services. In October 2000, GC merged into Glenborough.
Effective July 1, 1999, the agreement was further amended to: (i) reduce the asset administration fee to $100,000 plus CPI annually ($54,000 and $52,500 for the six months ended June 30, 2004 and 2003, respectively); (ii) increase the sales fee for improved properties from 2% to 3% and (iii) reduce the management fee applicable to Wakefield Industrial Center from 5% to 3% of the gross rental receipts. The Partnership will also pay Glenborough: (i) a sales fees of 4% for land; (ii) a refinancing fee of 1% and (iii) a management fee of 5% of gross rental receipts from Bristol Medical Center. 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 the Partnership or RFC.
Risks and Uncertainties
The Partnerships ability to achieve positive cash flow from operations, provide distributions from operations and continue as a going concern may be impacted by changes in property values, local and regional economic conditions, or the entry of other competitors into the market. The accompanying financial statements do not provide for adjustments with regard to these uncertainties.
Note 2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States.
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 reported results of operations during the reporting period. Actual results could differ from those estimates.
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 is reduced to the estimated fair value. Estimated fair value: (i) is based upon the Partnerships plans for the continued operation 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.
8
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
(Unaudited)
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. As of June 30, 2004, the Partnership does not own any certificates of deposit, and or money market funds.
Fair Value of Financial Instruments
For certain financial instruments, including cash and cash equivalents, accounts payable and other liabilities and security deposits, recorded amounts approximate fair value due to the relatively short maturity period.
Deferred Costs
Deferred lease commissions are amortized over the initial fixed term of the related lease agreement on a straight-line basis.
Revenue
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, or if other tenants pay rent whom the Partnership previously estimated would not.
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.
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.
Net Income (Loss) Per Limited Partnership Unit
Net income (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 (loss).
Income Taxes
No provision for income taxes is included in the accompanying financial statements as the Partnerships results of operations are passed through to the partners for inclusion in their respective income tax returns. Net income (loss) and partners equity for financial reporting purposes will differ from the Partnerships income tax return because of different accounting methods used for certain items, principally depreciation expense and the provision for impairment of investments in real estate.
Concentration Risk
Two tenants represented 47% of rental income and three tenants represented 59% of rental income for the six months ended June 30, 2004 and 2003, respectively.
Variable Interest Entities
In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, which addresses consolidation by business enterprises of variable interest entities (VIEs) either: (1) that do not have sufficient equity investment at risk to permit the entity to finance its activities without additional subordinated financial support, or (2) in which the equity investors lack an essential characteristic of a controlling financial interest. In December 2003, the FASB completed deliberations of proposed modifications to FIN 46 (FIN 46 Revised) resulting in multiple effective dates based on the nature as well as the creation date of the VIE. However, FIN 46 Revised must be applied
9
RANCON INCOME FUND I,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
(Unaudited)
no later than the first quarter of fiscal 2004. Special Purpose Entities (SPEs) created prior to February 1, 2003 may be accounted for under FIN 46 or FIN 46 Reviseds provisions no later than the fourth quarter of fiscal 2003. The Partnership has not entered into any arrangements which are considered SPEs. FIN 46 Revised 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 Revised are effective for all financial statements initially issued after December 31, 2003. The adoption of FIN 46 Revised did not have any impact on the financial statements of the Partnership, since the Partnership has not entered into any arrangements that are VIEs.
Reference to 2003 audited financial statements
These unaudited financial statements should be read in conjunction with the Notes to Financial Statements included in the December 31, 2003 audited financial statements on Form 10-K.
Note 3. INVESTMENTS IN REAL ESTATE
Rental properties consisted of the following at June 30, 2004 and December 31, 2003 (in thousands):
| 2004 |
2003 |
|||||||
| Land |
$ | 1,928 | $ | 1,928 | ||||
| Buildings and improvements |
3,891 | 3,872 | ||||||
| Tenant improvements |
1,214 | 1,100 | ||||||
| 7,033 | 6,900 | |||||||
| Less: accumulated depreciation |
(2,875 | ) | (2,723 | ) | ||||
| < | ||||||||