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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, 2004

 

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 36.

 



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 Disclosures about Market Risk    15
Item 8.   Financial Statements and Supplementary Data    15
Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    15
Item 9A.   Controls and Procedures    15
    PART III     
Item 10.   Directors and Executive Officers of the Partnership    16
Item 11.   Executive Compensation    16
Item 12.   Security Ownership of Certain Beneficial Owners and Management    16
Item 13.   Certain Relationships and Related Transactions    16
Item 14.   Principal Accountant Fees and Services    16
    PART IV     
Item 15.   Exhibits, Financial Statement Schedules and Reports on Form 8-K    17
    SIGNATURES    18

 

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, 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, 2004, the Partnership owned eleven rental properties, approximately one acre of land which is under construction, and approximately 16 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 RRF 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 RRF 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 2003, a total of 1,307 Units were redeemed at an average price of $375. In 2004, a total of 1,285 Units were redeemed at an average price of $437. As of December 31, 2004, there were 68,954 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 include the geographic location of the property, the professionalism of the property manager, the maintenance and appearance of the property and rental rates, 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 include 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 reserves 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. 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 a Limited Access Agreement with the Partnership, methane monitoring is handled directly by the City. Although there is no requirement by the RWQCB or the County for Clean Closure which would include removal of all landfill, the City is required to place both a “Cover Improvement System” and a “Gas Extraction System” at the site. The City started the installation of the Cover Improvement System in October 2004. The schedule has been delayed due to the weather conditions since December 2004. Currently, approximately 42% of the work has been completed. The estimated completion date is sometime during the second quarter of 2005. The City was directed by the County of San Bernardino Local Enforcement Agency under a Notice and Order of Compliance to install the Gas Extraction System after the Cover Improvement System is in place. 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 development of this land is not practical.

 

 

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Table of Contents

Item 2. Properties

 

Tri-City Corporate Centre

 

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.

 

The Inland Empire is generally broken down into two major markets, Inland Empire East and Inland Empire West. Tri-City 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 11% as of December 31, 2004, according to research conducted by an independent broker.

 

Within the Tri-City at December 31, 2004, the Partnership has approximately 155,000 square feet of office space with no vacancy, approximately 178,000 square feet of retail space with an average vacancy rate of 0.7%, and approximately 62,000 square feet of R & D space with no vacancy.

 

Tri-City Properties

 

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

 

Property


  

Type


   Square Footage

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.

 

Occupancy rates for the Partnership’s Tri-City buildings for each of the five years ended December 31, 2004, expressed as a percentage of the total net rentable square feet were as follows:

 

     2004

    2003

    2002

    2001

    2000

 

One Vanderbilt

   100 %   95 %   98 %   76 %   88 %

Carnegie Business Center I

   100 %   100 %   100 %   97 %   85 %

Service Retail Center

   94 %   93 %   93 %   93 %   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 %   100 %   60 %   30 %

Palm Court Retail #2

   100 %   100 %   100 %   100 %   N/A  

Weighted average occupancy

   99 %   99 %   99 %   94 %   94 %

 

In 2004, management renewed seven leases totaling 12,348 square feet, and executed three new leases totaling 27,638 square feet. During 2005, there were eight leases totaling 53,458 square feet that were due to expire. Seven tenants with 46,413 total square feet of leased space have extended their leases beyond 2005. One tenant with 7,045 square feet of space has indicated that they will renew their lease. Terms and conditions are being negotiated.

 

4


Table of Contents

The annual effective rents per square foot for each of the five years ended December 31, 2004 were as follows:

 

     2004

   2003

   2002

   2001

   2000

One Vanderbilt

   $ 20.71    $ 19.36    $ 17.43    $ 18.18    $ 18.51

Carnegie Business Center I

   $ 12.34    $ 11.98    $ 11.65    $ 11.31    $ 10.49

Service Retail Center

   $ 17.79    $ 17.22    $ 17.45    $ 17.03    $ 16.54

Promotional Retail Center

   $ 11.67    $ 11.42    $ 11.03    $ 11.00    $ 10.74

Inland Regional Center

   $ 16.22    $ 15.30    $ 15.30    $ 15.30    $ 14.43

TGI Friday’s

   $ 19.18    $ 19.18    $ 19.18    $ 19.18    $ 19.18

Circuit City

   $ 14.81    $ 14.72    $ 13.38    $ 13.38    $ 13.38

Office Max

   $ 12.34    $ 12.34    $ 11.75    $ 11.75    $ 11.75

Mimi’s Café

   $ 14.81    $ 13.17    $ 13.17    $ 13.17    $ 13.17

Palm Court Retail #1

   $ 22.35    $ 22.11    $ 21.87    $ 23.25    $ 23.00

Palm Court Retail #2

   $ 24.26    $ 23.55    $ 22.87    $ 22.20      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.

 

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, 2004:

 

     (i)   (ii)   (iii)   (iv)   (v)   (vi)   (vii)   (viii)   (ix)

Tenant

   ITT
Educational
Center
  CountryWide
Home Loan
  Comp
USA
  Fidelity
National
Title
  PetsMart   Inland
Regional
Center
  The
University
Of
Phoenix,
Inc.
  Office
Max
  Circuit
City

Building

   Carnegie
Business
Center I
  One
Vanderbilt
  Promotional
Retail
Center
  One
Vanderbilt
  Promotional
Retail
Center
  Inland
Regional
Center
  One
Vanderbilt
  Office
Max
  Circuit
City

Nature of

Business

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

Lease Term

   12 years   3 years   10 years   5 years   15 years   13 years   10 years   15 years   20 years
Expiration Date    12/31/04   8/31/08   8/31/08   8/31/08   1/10/09   7/16/09   8/31/09   10/31/13   1/13/18

Square Feet

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

% of rentable

total

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

Annual Rent

   $474,000   $427,000   $250,000   $403,000   $275,000   $1,315,000   $448,000   $290,000   $576,000

Future Rent

Increases

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

Renewal Options

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

 

In April 2004, ITT Education Center purchased two unimproved lots known as Brier Business Center I and Brier Plaza from the Partnership. At the end of their lease term, ITT vacated their space in Carnegie Business Center I and moved to a new building constructed on the land purchased from the Partnership. Management is actively marketing this office space at Carnegie Business Center I to minimize the risk of an extended vacancy period.

 

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Table of Contents

The Partnership’s Tri-City Properties are owned by the Partnership, in fee, subject to the following first deeds of trust as of December 31, 2004:

 

Security


  

Service Retail Center,

Carnegie Business Center,
Promotional Retail Center


 

IRC,

Circuit City,

TGI Friday’s


Form of debt

   Note payable   Line of credit

Outstanding balance

   $5,576,000   $7,660,000

Interest Rate

   8.74%   Prime rate

Monthly payment

   $53,413   Interest only

Maturity date

   5/1/06   4/15/07

 

The note payable may be prepaid with a penalty based on a yield maintenance formula. There are no prepayment penalties if the note is repaid within six months of the maturity dates. The prepayment penalty period ends on November 1, 2005.

 

In April 2004, the maturity date on the Partnership’s line of credit was extended for three years to April 15, 2007, and the credit availability was increased to $11,400,000 from $7,200,000 to provide the funding for the construction costs at Vanderbilt Plaza.

 

Tri-City Land

 

At the beginning of 2004, the Partnership owned approximately 21.5 acres of land. In August 2003, construction commenced on an approximately one-acre parcel, and the core and shell of the building was completed in September 2004. Approximately 5.5 acres were sold in April 2004. The remaining 16 acres are undeveloped.

 

On January 22, 2004, the Partnership entered into a contract with ITT Educational Center, a tenant located at Carnegie Business Center I, for the sale of two lots totaling approximately 5.5 acres for a price of $1,929,500. The two lots are known as Brier Business Center I and Brier Plaza. On April 19, 2004, the sale closed and generated net proceeds of approximately $1,778,000, and a gain on sale of approximately $1,347,000. The Partnership added the proceeds to its cash reserves for the development of Vanderbilt Plaza. ITT Educational Center is not an affiliate of the Partnership.

 

As of December 31, 2004, the Partnership owns approximately 16 acres of land held for development. Approximately 15 acres are part of a landfill monitoring program handled by the City of San Bernardino (as discussed below). As a result, at this time the Partnership believes that development of this landfill is not practical. The remaining one-acre is currently undeveloped. Occupancies and rental rates in the Tri-City market remain consistently high. The Partnership intends to develop more properties on the remaining one-acre of unimproved land to generate more operating income for the Partnership in this fast-growing market

 

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. 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 a Limited Access Agreement with the Partnership, methane monitoring is handled directly by the City. Although there is no requirement by the RWQCB or the County for Clean Closure which would include removal of all landfill, the City is required to place both a “Cover Improvement System” and a “Gas Extraction System” at the site. The City started the installation of the Cover Improvement System in October 2004. The schedule has been delayed due to the weather conditions since December 2004. Currently, approximately 42% of the work has been completed. The estimated completion date is sometime during the second quarter of 2005. The City was directed by the County of San Bernardino Local Enforcement Agency under a Notice and Order of Compliance to install the Gas Extraction System after the Cover Improvement System is in place. 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 development of this land is not practical.

 

Item 3. Legal Proceedings

 

Certain claims and lawsuits have arisen against the Partnership in its normal course of business. The Partnership believes that such claims and lawsuits will not in the future have a material adverse effect on the Partnership’s financial position, cash flow or results of operations.

 

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, 2004, there were 8,421 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 redemption 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 2004, the Partnership distributed from operations $1,227,000 to the Limited Partners and distributed and accrued $184,000 for General Partner.

 

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, 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, 2004 (in thousands, except per Unit data):

 

     2004

   2003

   2002

    2001

    2000

 

Rental income

   $ 7,045    $ 7,124    $ 6,362     $ 6,058     $ 5,774  

Gain (loss) on sale of land

   $ 1,347    $ —      $ —       $ —       $ (23 )

Provision for impairment of real estate investments

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

Income (loss) from continuing operations

   $ 2,374    $ 1,001    $ (360 )   $ (543 )   $ (675 )

Income (loss) from discontinued operations

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

Net income (loss )

   $ 2,374    $ 1,001    $ 4,812     $ (272 )   $ (352 )

Net income (loss) allocable to Limited Partners

   $ 2,202    $ 901    $ 4,556     $ (272 )   $ (352 )

Net income (loss) per Unit

   $ 31.65    $ 12.72    $ 61.87     $ (3.66