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 (“DLS”) and Rancon Financial Corporation (“RFC”), hereinafter collectively referred to as the “General Partner”. RFC is wholly owned by DLS. The Partnership has no employees.
The Partnership’s initial acquisition of property during 1984 and 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 approximately 153 acres known as Tri-City (“Tri-City”) and is zoned for mixed commercial, office, hotel, transportation-related, and light industrial uses. Other than two properties which were sold in 2005 to third parties by the Partnership and Rancon Realty Fund V (“Fund V”), a limited partnership sponsored by the General Partner of the Partnership, all of the parcels thereof are separately owned by the Partnership and Fund V. As of December 31, 2009, the Partnership has twelve properties consisting of five office buildings and seven retail buildings. The Partnership’s properties are more fully described in Item 2.
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 was the Partnership and the General Partner was RRF IV, Inc. (“RRF IV, Inc.”), a corporation wholly owned by the Partnership. Since the Partnership owned 100% of RRF IV, Inc. and indirectly owned 100% of RRF IV Tri-City, the Partnership considered all assets owned by RRF IV, Inc. and RRF IV Tri-City to be owned by the Partnership. In December 2008, both RRF IV, Inc and RRF IV Tri-City were dissolved.
In November 2005, in connection with a refinancing, the Partnership formed Rancon Realty Fund IV Subsidiary LLC, a Delaware limited liability company (“RRF IV SUB”), which is wholly owned by the Partnership. The new entity was formed to satisfy certain lender requirements for a loan obtained in the fourth quarter of 2005. The loan is collateralized by eight properties (as discussed in Item 2) which have been contributed to RRF IV SUB by the Partnership.
The Partnership commenced on April 3, 1984 and shall continue until December 31, 2015, unless terminated earlier in accordance with the provisions of the Partnership agreement.
Competition Within The Market
The Partnership competes in the leasing of its properties primarily with other available properties in the local real estate market. Other than Fund V, 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 and the availability of financing. 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.
Other Factors
Approximately 14.7 acres of the Tri-City land owned by the Partnership was part of a 27-acre landfill operated by the City of San Bernardino (“the City”) from approximately 1950 to 1960. This landfill incorporates two land parcels and part of a third parcel. In 1996, the Santa Ana Regional Water Quality Control Board (“SARWQCB”), with regulatory jurisdiction over the closure and monitoring of landfills, determined that the City was primarily responsible for the landfill. Therefore, the City and the Partnership entered into a Limited Access Easement Agreement, giving the City access to the site for development, implementation and financial responsibility for a plan for the remediation of the landfill. It was determined that the City was to improve the landfill cover system (The Waterman Landfill Cover Improvement Plans, April 2002), perform groundwater monitoring and install a permanent gas extraction system (Landfill Gas Collection System). Under the Limited Access Easement Agreement with the Partnership, methane monitoring is handled directly by the City. The City’s installation of the cover improvement system was completed in the first quarter of 2007 along with the gas extraction system. The system is now operational and working properly to eliminate methane from the landfill. All controlled wells are in compliance with County standards. Presently, the Partnership does not have any plans to develop or sell this site. No assurance can be made that circumstances will not arise which could impact the Partnership’s responsibility related to the land.
Item 1A.
Item 1A. Risk Factors
Risks of the Current Economic Environment
Financial markets have recently experienced unusual volatility and uncertainty. Liquidity has tightened in all financial markets, including the debt and equity markets. The Partnership’s ability to fund normal recurring expenses and capital expenditures as well as its ability to repay or refinance debt maturities could be adversely affected by an inability to secure financing at reasonable terms, if at all. If economic conditions persist or deteriorate, the Partnership may experience increases in past due accounts, defaults, lower occupancy and reduced effective rents. These conditions could negatively affect the Partnership’s future net income and cash flows and could adversely affect its ability to fund distributions, debt service payments and tenant improvements.
Market Fluctuations in Rental Rates and Occupancy Could Adversely Affect Our Operations
As leases turn over, our ability to re-lease the space to existing or new tenants at rates equal to or greater than those realized historically may be impacted by, among other things, the economic conditions of the market in which a property is located, the availability of competing space (including sublease space offered by tenants who have vacated space in competing buildings prior to the expiration of their lease term), and the level of improvements which may be required at the property. We cannot be assured that the rental rates we obtain in the future will be equal to or greater than those obtained under existing contractual commitments. If we cannot lease all or substantially all of the expiring space at our properties promptly, or if the rental rates are significantly lower than expected, then the results of operations and financial condition could be negatively impacted.
Tenants’ Defaults Could Adversely Affect Our Operations
Our ability to manage our assets is subject to federal bankruptcy laws and state laws that limit creditors’ rights and remedies available to real property owners to collect delinquent rents. If a tenant becomes insolvent or bankrupt, we cannot be sure that we could recover the premises from the tenant promptly or from a trustee or debtor-in-possession in any bankruptcy proceeding relating to that tenant. We also cannot be sure that we would receive rent in the proceeding sufficient to cover our expenses with respect to the premises. If a tenant becomes bankrupt, the federal bankruptcy code will apply, which in some instances may restrict the amount and recoverability of our claims against the tenant. A tenant’s defaulting on their obligations to us could adversely affect our results of operations and financial condition.
Potential Liability Due to Environmental Matters
Under federal, state and local laws relating to protection of the environment (“Environmental Laws”), a current or previous owner or operator of real estate may be liable for contamination resulting from the presence or discharge of petroleum products or other hazardous or toxic substances on the property. These owners may be required to investigate and clean-up the contamination on the property as well as the contamination which has migrated from the property. Environmental Laws typically impose liability and clean-up responsibility without regard to whether the owner or operator knew of, or was responsible for, the presence of the contamination. This liability may be joint and several unless the harm is divisible and there is a reasonable basis for allocation of responsibility. In addition, the owner or operator of a property may be subject to claims by third parties based on personal injury, property damage and/or other costs, including investigation and clean-up costs, resulting from environmental contamination. Environmental Laws may also impose restrictions on the manner in which a property may be used or transferred or in which businesses may be operated. These restrictions may require expenditures. Under the Environmental Laws, any person who arranges for the transportation, disposal or treatment of hazardous or toxic substances may also be liable for the costs of investigation or clean-up of those substances at the disposal or treatment facility, whether or not the facility is or ever was owned or operated by that person.
Our tenants generally are required by their leases to operate in compliance with all applicable Environmental Laws, and to indemnify us against any environmental liability arising from their activities on the properties. However, we could be subject to strict liability by virtue of our ownership interest in the properties. Also, tenants may not satisfy their indemnification obligations under the leases. We are also subject to the risk that:
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any environmental assessments of our properties may not have revealed all potential environmental liabilities,
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any prior owner or prior or current operator of these properties may have created an environmental condition not known to us, or
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an environmental condition may otherwise exist as to any one or more of these properties.
Any one of these conditions could have an adverse effect on our results of operations and financial condition. Moreover, future environmental laws, ordinances or regulations may have an adverse effect on our results of operations and financial condition. Also, the current environmental condition of those properties may be affected by tenants and occupants of the properties, by the condition of land or operations in the vicinity of the properties (such as the presence of underground storage tanks), or by third parties unrelated to us.
We are not aware of any current liabilities related to environmental matters that are material to us. However, the foregoing risk factor is provided because such risks are inherent to real estate ownership.
Environmental Liabilities May Adversely Affect Operating Costs and Ability to Borrow
The obligation to pay for the cost of complying with existing Environmental Laws as well as the cost of complying with future legislation may affect our operating costs. In addition, the presence of petroleum products or other hazardous or toxic substances at any of our properties, or the failure to remediate those properties properly, may adversely affect our ability to borrow by using those properties as collateral. The cost of defending against claims of liability and the cost of complying with Environmental Laws, including investigation or clean-up of contaminated property, could materially adversely affect our results of operations and financial condition.
General Risks of Ownership of Real Estate
We are subject to risks generally incidental to the ownership of real estate. These risks include:
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changes in general economic or local conditions;
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changes in supply of or demand for similar or competing properties in an area;
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the impact of environmental protection laws;
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changes in interest rates and availability of financing which may render the sale or financing of a property difficult or unattractive;
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changes in tax, real estate and zoning laws; and
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the creation of mechanics’ liens or similar encumbrances placed on the property by a lessee or other parties without our knowledge and consent.
Should any of these events occur, our results of operations and financial condition could be adversely affected.
Uninsured Losses May Adversely Affect Operations
We, or in certain instances, tenants of our properties, carry property and liability insurance policy insuring the properties. This coverage has policy specifications and insured limits customarily carried for similar properties. However, certain types of losses (such as from earthquakes and floods) may be either uninsurable or not economically insurable. Further, certain properties are located in areas that are subject to earthquake activity and floods. Should a property sustain damage as a result of an earthquake or flood, we may incur losses due to insurance deductibles, co-payments on insured losses or uninsured losses. Additionally, we have elected to obtain insurance coverage for “certified acts of terrorism” as defined in the Terrorism Risk Insurance Act of 2002, as amended and reauthorized to date; however, our policies of insurance may not provide coverage for other acts of terrorism. Any losses from such other acts of terrorism might be uninsured. Should an uninsured loss occur, we could lose some or all of our capital investment, cash flow and anticipated profits related to one or more properties. This could have an adverse effect on our results of operations and financial condition.
Illiquidity of Real Estate May Limit Our Ability to Vary Our Portfolio
Real estate investments are relatively illiquid and, therefore, will tend to limit our ability to vary our portfolio quickly in response to changes in economic or other conditions.
Potential Liability Under the Americans With Disabilities Act
All of our properties are required to be in compliance with the Americans With Disabilities Act. The Americans With Disabilities Act generally requires that places of public accommodation be made accessible to people with disabilities to the extent readily achievable. Compliance with the Americans With Disabilities Act requirements could require removal of access barriers. Non-compliance could result in imposition of fines by the federal government, an award of damages to private litigants and/or a court order to remove access barriers. Because of the limited history of the Americans With Disabilities Act, the impact of its application to our properties, including the extent and timing of required renovations, is uncertain. Pursuant to lease agreements with tenants in certain of the “single-tenant” properties, the tenants are obligated to comply with the Americans With Disabilities Act provisions. If our costs are greater than anticipated or tenants are unable to meet their obligations, our results of operations and financial condition could be adversely affected.
Risks of Litigation
Certain claims and lawsuits have arisen against us in our normal course of business. We believe that such claims and lawsuits will not have a material adverse effect on our financial position, cash flow or results of operations.
Item 1B.
Item 1B. Unresolved Staff Comments
None.
Item 2.
Item 2. Properties
During 1984 and 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. In 1985, 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, which in the aggregate consist of approximately 24.5 million square feet of office space. Tri-City is located within the Inland Empire East market. According to a fourth quarter 2009 market view report from an independent broker the overall vacancy rate was 22% within the Inland Empire East market as of December 31, 2009.
As of December 31, 2009, the Partnership owned twelve rental properties and approximately 14.7 acres of unimproved land.
Properties
The Partnership’s improved properties in Tri-City are as follows:
The five office properties totaling approximately 399,000 square feet are 65% occupied, and the seven retail properties totaling approximately 155,000 square feet are 54% occupied as of December 31, 2009.
As of December 31, 2009, there were five tenants occupying substantial portions of leased rental space. These five tenants, in the aggregate, occupied approximately 184,000 square feet of the 554,000 total rentable square feet and accounted for approximately 31% of the rental income generated for the Partnership in 2009.
Two properties, Promotional Retail Center II and Northcourt Plaza, are currently unoccupied. Circuit City, which occupied 100% of the Partnership’s 39,123 square foot Promotional Retail Center II, filed for bankruptcy in November 2008 and vacated the building in March 2009. Inland Counties Regional Center Inc., the tenant which occupied all of Northcourt Plaza, vacated the building in September 2009, at the end of its lease. A new lease has been signed for approximately 36,000 square feet, or 46% of the rentable square feet and the tenant moved into the building in January 2010. North River Place was placed into service in January 2009 and two tenants have moved into the building bringing the occupancy to 44% as of December 31, 2009. Management is actively marketing the vacant space in all of the buildings for lease.
Occupancy rates for the Partnership’s properties for each of the five years ended December 31, 2009 were as follows:
The annual effective rents per square foot for each of the five years ended December 31, 2009 were as follows:
Annual effective rent is calculated by dividing the aggregate of annualized December monthly rental income by the total square feet occupied at the property.
The Partnership’s properties are owned by the Partnership subject to the following first deeds of trust as of December 31, 2009:
The note payable is collateralized by Promotional Retail Center II (formerly known as Circuit City), Mimi’s Cafe, Palm Court Retail #1 and #2, Promotional Retail Center, Service Retail Center, TGI Friday’s and One Vanderbilt. This note provides for a one-time loan assumption and release provisions for individual assets.
There is no debt collateralized by Northcourt Plaza or North River Place as of December 31, 2009.
Land
As of December 31, 2009, the Partnership owned approximately 14.7 acres of unimproved land.
During the third quarter of 2006, the Partnership began developing North River Place, a three-story multi-tenant 71,000 square-foot office building on an approximate 1.6 acre land parcel, plus completion of the balance of the 4.5 acre parking parcel. As a result, the land, pre-development costs and construction costs of North River Place were reclassified from land held for development to construction in progress. The building shell was substantially completed in the first quarter of 2008, and the building improvements were completed during the second and third quarters of 2008. The project was placed into service in the first quarter of 2009.
Approximately 14.7 acres of the Tri-City land owned by the Partnership was part of a 27-acre landfill operated by the City of San Bernardino (“the City”) from approximately 1950 to 1960. This landfill incorporates two land parcels and part of a third parcel. In 1996, the Santa Ana Regional Water Quality Control Board (“SARWQCB”), with regulatory jurisdiction over the closure and monitoring of landfills, determined that the City was primarily responsible for the landfill. Therefore, the City and the Partnership entered into a Limited Access Easement Agreement, giving the City access to the site for development, implementation and financial responsibility for a plan for the remediation of the landfill. It was determined that the City was to improve the landfill cover system (The Waterman Landfill Cover Improvement Plans, April 2002), perform groundwater monitoring and install a permanent gas extraction system (Landfill Gas Collection System). Under the Limited Access Easement Agreement with the Partnership, methane monitoring is handled directly by the City. The City’s installation of the cover improvement system was completed in the first quarter of 2007 along with the gas extraction system. The system is now operational and working properly to eliminate methane from the landfill. All controlled wells are in compliance with County standards. Presently, the Partnership does not have any plans to develop or sell this site. No assurance can be made that circumstances will not arise which could impact the Partnership’s responsibility related to the land.
Item 3.
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.
Item 4. [Removed and Reserved]
Part II
Item 5.
Item 5. Market for Partnership’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
There is no established trading market for the Units issued by the Partnership.
Holders
As of December 31, 2009, there were 6,836 holders of 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.
There were no distributions during 2009.
For 2008, the Partnership distributed from operations $2,089,000 to the limited partners and $232,000 to the General Partner.
Item 6.
Item 6. Selected Financial Data
The following is selected financial data for each of the five years ended December 31, 2009 (in thousands, except per unit of limited partnership interest data):
Effective January 1, 2009, the Partnership adopted guidance which improves the comparability of earnings per unit calculations for master limited partnerships (MLPs) with incentive distribution rights (IDRs). As such, the distributions should impact the calculation of earnings per unit (“EPU”) using the two-class method. The guidance has been applied retroactively to adjust the computation of EPU, in the above table, for the years ended December 31, 2008, 2007, 2006 and 2005.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our results of operations, liquidity and capital resources, and financial condition should be read in conjunction with the selected financial data in Item 6 and the consolidated financial statements, including the notes thereto, included in Item 15 of Part IV.
Background
The Partnership’s initial acquisition of property during 1984 and 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 approximately 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 limited partnership sponsored by the General Partner of the Partnership. As of December 31, 2009, the Partnership has twelve properties which consisted of five office buildings and seven retail buildings.
Overview
Leasing
During 2009, management executed five new leases totaling 76,433 square feet of space and renewed five leases totaling 12,468 square feet.
Construction
During 2008 the Partnership continued developing North River Place, a three-story multi-tenant 71,000 square-foot office building on an approximate 1.6 acre land parcel, plus completion of the balance of the 4.5 acre parking parcel. Total costs of $11,388,000 were incurred on the project, which was placed in service in the first quarter of 2009.
Results Of Operations
Comparison of the year ended December 31, 2009 to the year ended December 31, 2008
Revenue
Operating revenue for the year ended December 31, 2009 decreased $923,000, or 10%, compared to the year ended December 31, 2008, due to a decrease in rental revenue of $810,000 or 10% and a decrease in tenant reimbursements of $113,000 or 10%. The decrease in rental revenue was primarily due to a decline in overall occupancy, with the largest declines at Promotional Retail Center II and Northcourt Plaza where the combined occupancy fell from 100% to 0% due to the single tenant at each building vacating in 2009. In addition, occupancy at One Vanderbilt fell to 78% on average for 2009 compared to 89% for 2008, due to Fidelity National Title vacating the building in September 2009. As a result, rental revenue declined by $425,000, $294,000 and $221,000 at Promotional Retail II, Northcourt Plaza and One Vanderbilt, respectively. These declines were partially offset by $280,000 in revenue derived from first year leasing activity at North River Place. Two tenants moved into the building during the year, the first in July and the second in November, bringing occupancy to 44% at December 31, 2009. The decrease in recoveries corresponds to the lower occupancies particularly at One Vanderbilt.
Circuit City, the single tenant at Promotional Retail II moved out following their bankruptcy filing in December 2008 and the Partnership fully reserved $86,000 for accounts receivable due from them. Circuit City’s lease was scheduled to continue through January 31, 2018. Operating income for 2009 would have been approximately $508,000 higher, on an annual basis, if Circuit City remained in the building. The impact on the Partnership’s future results is dependent upon the length of time it will take to lease up the building together with the rental rates achieved.
Expenses
Operating expenses increased $551,000, or 15%, for the year ended December 31, 2009, compared to the year ended December 31, 2008, primarily due to the expensing of $461,000 in property operating costs associated with start-up operations at North River Place. The remaining variance is mainly due to an increase in repairs and maintenance expense and property taxes of $132,000 and $41,000 respectively, partially offset by a decrease in the cost of insurance of $91,000.
Depreciation and amortization increased $1,194,000, or 39%, for the year ended December 31, 2009, compared to the year ended December 31, 2008, primarily due to fully amortizing the remaining unamortized tenant improvements and leasing commissions of $880,000 related to the early termination of the Circuit City lease, together with first year depreciation of $425,000 associated with North River Place.
Non-operating income / expenses
Interest expense increased $101,000, or 6%, for the year ended December 31, 2009, compared to the year ended December 31, 2008, due to the amortization of loan fees, associated with the new line of credit obtained in December 2008, partially offset by lower LIBOR rates, which reduced interest expense on the line of credit.
Comparison of the year ended December 31, 2008 to the year ended December 31,
Revenue
Operating revenue for the year ended December 31, 2008 decreased $507,000, or 5%, compared to the year ended December 31, 2007. The decrease was due to a decrease in rental revenue of $194,000 and a decrease in recoveries of $313,000. The decrease in rental revenue was due to a number of factors including: higher bad debt reserve expenses of $80,000, higher straight line rent amortization of $66,000, lower lease termination income of $143,000 partially offset by the higher recognition of percentage rents in 2008 of $126,000. Gross effective rent was consistent year over year, with increases in rental rates offsetting higher vacancy rates. The decrease in recoveries is due to both a decrease for 2008 which correlates with a decrease in operating expenses, and a decrease related to prior year recoveries. The decrease in prior year recoveries relates to the recovery true up in the second quarter of 2008, related to 2007, for which recoveries were lower due to lower operating expenses than estimated in 2007.
In November 2008, Circuit City, occupying 100% of the Partnership’s 39,123 square foot retail building, filed for bankruptcy. Circuit City’s annual rent paid to the Partnership was $633,000, or 7.46% of the Partnership’s total rental income. As of December 31, 2008, the Partnership had reserved for all doubtful collections of accounts receivable due from Circuit City. Subsequent to December 31, 2008, Circuit City notified the Partnership that in conjunction with its bankruptcy proceedings, it would vacate the Partnership’s building in March 2009.
Expenses
Operating expenses decreased $100,000, or 3%, for the year ended December 31, 2008, compared to the year ended December 31, 2007, primarily due to a decrease in the cost of insurance and utilities of $91,000 and $50,000, respectively, partially offset by several smaller increases over a range of operating accounts.
Depreciation and amortization increased $122,000, or 4%, for the year ended December 31, 2008, compared to the year ended December 31, 2007, primarily due to the depreciation of capital improvements of approximately $852,000 placed into service in the current year.
Provision for impairment of real estate of $268,000 for the year ended December 31, 2008 was due to the recognition of an impairment charge for the entire amount of the investment in land in development for which management has determined that development is no longer probable (refer to Note 4 to the consolidated financial statements).
Non-operating income / expenses
Interest expense increased $605,000, or 60%, for the year ended December 31, 2008, compared to the year ended December 31, 2007, due to the cessation of interest capitalization on North River Place, and higher interest expense associated with the old line of credit. No interest was capitalized for 2008 since interest capitalization ceased at the end of 2007, whereas $407,000 of interest was capitalized in 2007. Interest expense associated with line of credit borrowings was higher in 2008 compared to 2007 by $191,000, due to higher borrowings.
Liquidity and Capital Resources
As of December 31, 2009, the Partnership had cash and cash equivalents of $1,916,000.
The Partnership’s primary liability at December 31, 2009 is a note payable of approximately $22,678,000, collateralized by properties with an aggregate net carrying value of approximately $14,071,000. The note has a 10-year term with a 30-year amortization requiring monthly principal and interest payments of approximately $136,000, bears a fixed interest rate of 5.46%, and has a maturity date of January 1, 2016. The note is collateralized by Promotional Retail II, Mimi’s Cafe, Palm Court Retail #1 and #2, Promotional Retail Center, Service Retail Center, TGI Friday’s and One Vanderbilt. This note also provides for a one-time loan assumption and release provisions for individual assets.
The Partnership has a line of credit, which is collateralized by Carnegie Business Center and Vanderbilt Plaza and has a total availability of $10,000,000. The line of credit requires monthly interest-only payments and bears variable interest at the 30-day LIBOR plus 2.75% (2.98% at December 31, 2009). The line of credit had an original maturity date of December 19, 2009, with two one year extension options, the first of which was exercised so that the line now matures on December 19, 2010. As of December 31, 2009, $6,078,000 was outstanding under the line of credit. In order to extend the line of credit the Partnership must be in compliance with the covenants concerning loan constant (prescribed ratio of property results of operations to total availability on the line), minimum net worth, debt to total assets and loan to value ratio, as well as comply with notification requirements and pay an extension fee. The line of credit agreement contains a maximum availability covenant. The Partnership was in compliance with all covenants at December 31, 2009.
The Partnership is contingently liable for subordinated real estate commissions payable to the General Partner in the aggregate amount of $643,000 as of December 31, 2009, for sales that were completed in previous years. The subordinated real estate commissions are payable only after the limited partners have received distributions equal to their original invested capital plus a cumulative non-compounded return of 12% per annum on their adjusted invested capital. Since the circumstances under which these commissions would be payable are not currently met, the liability has not been recognized in the accompanying consolidated financial statements. However, the amount will be recorded when and if it becomes payable.
Operationally, the Partnership’s primary source of funds consists of cash provided by its rental activities. Other sources of funds may include permanent financing, draws on the line of credit, proceeds from property sales and interest income on money market funds and short-term investments. Cash generated from property sales is generally added to the Partnership’s cash reserves, pending use in the development of properties, leasing costs or distribution to the partners.
Contractual Obligations
At December 31, 2009, we had contractual obligations as follows (in thousands):
Management expects that the Partnership’s cash balance at December 31, 2009, together with cash from operations, sales and financings, will be sufficient to finance the Partnership’s and the properties’ continuing operations and development plans on a short-term basis and for the reasonably foreseeable future. There can be no assurance that the Partnership’s results of operations will not fluctuate in the future and at times affect its ability to meet its operating requirements.
The Partnership knows of no demands, commitments, events or uncertainties, which might affect its capital resources in any material respect. In addition, the Partnership is not subject to any covenants pursuant to its secured debt that would constrain its ability to obtain additional capital.
Operating Activities
During the year ended December 31, 2009, the Partnership’s cash provided by operating activities totaled $1,339,000. After adding back depreciation and amortization (including amortization of loan fees) the partnership generated net income of $2,126,000. Other significant operational cash activities included an increase in deferred costs of $792,000 during 2009 which was primarily due to lease commissions associated with leasing activity at Northcourt Plaza, North River Place and One Vanderbilt, which accounted for $364,000, $234,000 and $129,000 of the increase, respectively.
Investing Activities
During the year ended December 31, 2009, the Partnership’s cash used in investing activities totaled $2,548,000, which consisted entirely of additions to real estate investments for building and tenant improvements, primarily at North River Place and One Vanderbilt, where additions totaled $1,765,000 and $710,000 respectively.
Financing Activities
During the year ended December 31, 2009, the Partnership’s cash provided by financing activities totaled $86,000, which consisted of $1,499,000 of draws on lines of credit partially offset by $1,000,000 repayments on lines of credit, $385,000 for principal payments on the note payable, and $28,000 in loan fees related to the renewal of the line of credit.
Cash Flows
During 2009, cash provided by operating activities was $1,339,000, as compared to cash provided by operating activities of $3,525,000 for the same period in 2008. The change was due to a decrease in net income of $1,323,000 after adding back depreciation and amortization, amortization of loan fees and asset impairment, and a greater increase in deferred costs of $555,000 as discussed above. During 2009, cash used in investing activities was $2,548,000, as compared to cash used in investing activities of $2,491,000 for the same period in 2008. During 2009, cash provided by financing activities was $86,000, as compared to cash provided by financing activities of $124,000 for the same period in 2008. The change was primarily due to lower net draws on the line of credit, partially offset by the absence of distributions during 2009 compared to total distributions of $2,321,000 in 2008.
During 2008, cash provided by operating activities was $3,525,000, as compared to cash provided by operating activities of $4,771,000 for the same period in 2007. The change was almost entirely due to a decrease in net income of $1,016,000, after adding back depreciation and amortization, amortization of loan fees and asset impairment. The decrease in net income was primarily due to lower revenues and higher interest expense, as described earlier. During 2008, cash used in investing activities was $2,491,000, as compared to cash used in investing activities of $4,625,000 for the same period in 2007. The change was primarily due to a decrease in additions to real estate due primarily to lower construction costs at North River Place which was substantially completed by the first quarter of 2008. In addition, there were no sales of investments during 2008, compared to $5,075,000 in 2007. During 2008, cash provided by financing activities was $124,000, as compared to cash provided by financing activities of $151,000 for the same period in 2007. The change was primarily due to higher draws on the line of credit, partially offset by repayments on the line of credit, higher distributions and loan fee payments for the new line of credit.
Critical Accounting Policies
Revenue recognized on a straight-line basis
The Partnership recognizes rental revenue on a straight-line basis over the term of its leases. 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. For tenants with percentage rent, the Partnership recognizes revenue when the tenants’ specified sales targets have been met. The reimbursements from tenants for real estate taxes and other recoverable operating expenses are recognized as revenue on an estimated basis during the current year. The Partnership develops a revised estimate of the amount recoverable from tenants based on updated expenses for the year and amounts to be recovered and records adjustments to income in the current year financial statement accounts. Any final changes in estimate based on lease-by-lease reconciliations and tenant negotiations and collection are recorded in the period those negotiations are settled.
Carrying value of rental properties and land held for development
The Partnership’s rental properties, including the related land, are stated at depreciated cost unless events or circumstances indicate that such amount cannot be recovered, in which case, the carrying value of the property is reduced to its estimated fair value. Estimated fair value 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. 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 Partnership’s properties could be materially different than current expectations.
Land held for development is 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. Estimated fair value is computed using estimated sales price, based upon market values for comparable properties and considers the cost to complete and the estimated fair value of the completed project.
The pre-development costs for a new project are capitalized and include survey fees and consulting fees. Interest, property taxes and insurance related to the new project are capitalized during periods when activities that are necessary to get the project ready for its intended use are in progress. The capitalization ends when the construction is substantially completed and the project is ready for its intended use.
The actual value of the Partnership’s portfolio of properties and land held for development could be different from their carrying amounts.
Fair Value of Investments
The Partnership adopted policies related to the accounting for fair value measurements effective January 1, 2008. The guidance related to accounting for fair value measurements which defines fair value and establishes a framework for measuring fair value in order to meet disclosure requirements for fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. This hierarchy describes three levels of inputs that may be used to measure fair value.
Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:
Level 1. Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market.
Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.
Level 3. Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation using unobservable inputs. This category generally includes long-term derivative contracts, real estate and unconsolidated joint ventures.
The Partnership adopted policies with respect to the fair value assets and liabilities on January 1, 2009 and 2008. There was no material impact on the Partnership’s financial position, results of operations and cash flows as a result of adoption.
Recently Issued Accounting Literature
In May 2009, the Financial Accounting Standards Board (the “FASB”) issued guidance related to disclosures of subsequent events which involves accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This adoption did not have any impact on the Partnership’s financial statements.
In June 2009, the FASB issued the FASB Accounting Standards Codification (Codification) which identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of an entity’s financial statements that are presented in conformity with GAAP. Effective September 30, 2009, the Partnership adopted the Codification, which did not have a material impact on the Partnership’s financial statements.
In October 2008, the FASB issued guidance related to determining the fair value of a financial asset when the market for that asset is not active. The implementation of this guidance did not have a material impact on the Partnership’s financial position, results of operations and cash flows.
In December 2007, the FASB issued guidance related to business combinations which improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. The adoption of this guidance by the Partnership did not have a material impact on its financial position, results of operations or cash flows, except that transaction costs will be expensed when and as incurred.
Inflation
Leases at the office properties typically provide for rent adjustment and pass-through of certain operating expenses during the term of the lease. Substantially all of the leases at the office and retail properties provide for pass-through to tenants of certain operating costs, including real estate taxes, common area maintenance expenses, and insurance. We anticipate that these provisions may permit us to increase rental rates or other charges to tenants in response to rising prices and, therefore, serve to reduce our exposure to the adverse effects of inflation.
Forward Looking Statements; Factors That May Affect Operating Results
This Report on Form 10-K contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the Partnership’s expectations, hopes, intentions, beliefs and strategies regarding the future. These forward looking statements include statements relating to:
•
Our expectation of making distributions to our partners;
•
Our belief that cash and cash generated by operations, sales and financing will be sufficient to meet our operating requirements in both the short and the long-term;
•
Our expectation that changes in market interest rates will not have a material impact on the performance or the fair value of our portfolio;
•
Our belief that certain claims and lawsuits which have arisen against us in the normal course of business will not have a material adverse effect on our financial position, cash flow or results of operations;
•
Our belief that our properties are competitive within our market;
•
Our expectation to achieve certain occupancy levels;
•
Our estimation of market strength; and
•
Our knowledge of any material environmental matters or issues relating to the landfill property.
All forward-looking statements included in this document are based on information available to the Partnership on the date hereof. Because these forward looking statements involve risk and uncertainty, there are important factors that could cause our actual results to differ materially from those stated or implied in the forward-looking statements. Those important factors include:
•
market fluctuations in rental rates and occupancy;
•
reduced demand for rental space;
•
availability and creditworthiness of prospective tenants;
•
defaults or non-renewal of leases by customers;
•
differing interpretations of lease provisions regarding recovery of expenses;
•
increased operating costs;
•
changes in interest rates and availability of financing that may render the sale or financing of a property difficult or unattractive;
•
our failure to obtain necessary outside financing; and
•
the unpredictability of both the frequency and final outcome of litigation.
Risks of Litigation
Certain claims and lawsuits have arisen against us in our normal course of business. We believe that such claims and lawsuits will not have a material adverse effect on our financial position, cash flow or results of operations. See Item 1A for further discussion.
Item 7A.
Item 7A. Qualitative and Quantitative Disclosures about Market Risk
Interest Rates
The Partnership’s primary market risk exposure is to changes in interest rates obtainable on its secured borrowings. The Partnership expects that changes in market interest rates will not have a material impact on the performance or fair value of its portfolio.
For debt obligations, the table below presents principal cash flows by expected maturity dates of the note payable with a fixed interest rate of 5.46% and the line of credit with a variable interest rate of 30-day LIBOR plus 2.75% (2.98% at December 31, 2009.)
A change of 1/8% in the index rate to which our variable rate debt is tied would change the annual interest we incurred by approximately $8,000, based upon the balances outstanding on variable rate instruments at December 31, 2009.
The Partnership does not own any derivative instruments.
Item 8.
Item 8. Financial Statements and Supplementary Data
For information with respect to this item, see Financial Statements and Financial Statement Schedule as included in Item 15.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Item 9A. Controls and Procedures
See Item 9A(T).
Item 9A(T). Controls and Procedures
The principal executive officer and principal financial officer of the General Partner have evaluated the disclosure controls and procedures of the Partnership as of the end of the period covered by this annual report. As used herein, the term “disclosure controls and procedures” has the meaning given to the term by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and includes the controls and other procedures of the Partnership that are designed to ensure that information required to be disclosed by the Partnership in the reports that it files with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based upon his evaluation, the principal executive officer and principal financial officer of the General Partner has concluded that the Partnership’s disclosure controls and procedures were effective such that the information required to be disclosed by the Partnership in this annual report is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms applicable to the preparation of this report and is accumulated and communicated to the General Partner’s management, including the General Partner’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
The report called for by Item 308T(a) of Regulation S-K is incorporated herein by reference to “Management’s Annual Report on Internal Control Over Financial Reporting” (“Management’s Report”), included in the financial statements included as an exhibit to this report. Management’s Report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.
There have not been any changes in the Partnership’s internal control over financial reporting identified in connection with Management’s Report that occurred during the Partnership’s fourth fiscal quarter ended December 31, 2009 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
Item 9B.
Item 9B. Other Information
None.
Part III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance
Daniel L. Stephenson and Rancon Financial Corporation (“RFC”) are the general partners of the Partnership. Mr. Stephenson is the Director, President, Chief Executive Officer and Chief Financial Officer of RFC.
Mr. Stephenson, age 66, founded RFC (formerly known as Rancon Corporation) in 1971 for the purpose of establishing a commercial, industrial and residential property syndication, development and brokerage concern. Mr. Stephenson has, from RFC’s inception, held the position of Director. In addition, Mr. Stephenson was President, Chief Executive Officer and Chief Financial Officer of RFC from 1971 to 1986, from August 1991 to September 1992, and from March 31, 1995 to present. Mr. Stephenson is Chairman of the Board of PacWest Group, Inc., a real estate firm which acquired a portfolio of assets from the Resolution Trust Corporation.
Section 16(a) Beneficial Ownership Reporting Compliance
Based on a review of the copies of beneficial ownership reports filed pursuant to Section 16(a) of the Exchange Act received by the Partnership, the Partnership believes that, during the fiscal year ended December 31, 2009, all such ownership reports were filed on a timely basis.
Code of Ethics
The Partnership has not adopted a “code of ethics” as defined in rules adopted by the SEC. Because neither the Partnership nor the General Partner has any employees other than Daniel L. Stephenson, the Partnership has determined that adopting a code of ethics would not appreciably improve the Partnership’s ability to deter wrongdoing or promote the conduct set forth in such SEC rules.
Item 11.
Item 11. Executive Compensation
The Partnership has no executive officers. For information relating to fees, compensation, reimbursement and distributions paid to related parties, reference is made to Item 13 below.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners
Security Ownership of Management
* Less than 1 percent
Changes in Control
The limited partners have no right, power or authority to act for or bind the Partnership. However, the limited partners generally have the power to vote upon the following matters affecting the basic structure of the Partnership, passage of each of which requires the approval of limited partners holding a majority of the outstanding Units: (i) amendment of the Partnership Agreement; (ii) termination and dissolution of the Partnership; (iii) sale, exchange or pledge of all or substantially all of the assets of the Partnership; (iv) removal of the General Partner or any successor General Partner; (v) election of a new General Partner or General Partner upon the removal, redemption, death, insanity, insolvency, bankruptcy or dissolution of the General Partner or any successor General Partner; and (vi) extension of the term of the Partnership.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence
During the year ended December 31, 2009, no distributions were made by the Partnership to the General Partner. During the year ended December 31, 2008, the Partnership distributed $232,000 to the General Partner pursuant to the Partnership Agreement. In both 2009 and 2008, the Partnership paid fees, as described in more detail in Note 6 to the consolidated financial statements attached hereto as an exhibit, to Glenborough LLC, an affiliate of Glenborough Fund XV LLC, which holds 11.22% of the Units. Other than fees to Glenborough LLC, in 2009 and 2008 and distributions to the General Partner in 2008, the Partnership did not incur any expenses or costs reimbursable to any related person of the Partnership during the fiscal year ended December 31, 2009 and 2008.
Director Independence
The Partnership has no officers of directors. Information on Mr. Stephenson, one of the general partners of the Partnership and Director, President, Chief Executive Officer and Chief Financial Officer of the other general partner of the Partnership, is provided in the first paragraph of this Item 10. Mr. Stephenson is not “independent” within the meaning of relevant SEC and stock exchange definitions of the term.
The Partnership has no “parents” within the meaning of the Exchange Act and the SEC’s rules. See also Item 12 herein, “Security Ownership of Certain Beneficial Owners.”
Item 14.
Item 14. Principal Accountant Fees and Services
Audit Fees
The Partnership was billed $124,500 and $110,000 for audit services rendered by its current principal accountant during the fiscal years ended December 31, 2009 and 2008, respectively.
Audit-Related Fees
The Partnership did not incur audit-related fees for services provided by its current principal accountant during the fiscal years ended December 31, 2009 and 2008.
Tax Fees
The Partnership did not incur tax fees for services provided by its current principal accountant during the fiscal years ended December 31, 2009 and 2008.
All Other Fees
The Partnership did not incur any other fees for services provided by its current principal accountant during the fiscal years ended December 31, 2009 and 2008.
Part IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of the report:
Management’s Annual Report on Internal Control over Financial Reporting
(1) Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2009 and 2008
Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007
Consolidated Statements of Partners’ Equity for the years ended December 31, 2009, 2008 and 2007
Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007
Notes to Consolidated Financial Statements
(2) Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2009 and Notes thereto
(3) Exhibits:
* This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as required by Section 906, is not to be deemed “filed” with the SEC or subject to the rules and regulations promulgated by the SEC under the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of said Act.
SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
INDEX TO FINANCIAL STATEMENTS
AND SCHEDULE
All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
Management’s Annual Report on Internal Control over Financial Reporting
The Partnership, as such, has no officers or directors, but is managed by the General Partner. The General Partner’s principal officer is responsible for establishing and maintaining adequate internal control over financial reporting for the Partnership. The Partnership’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Partnership’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of the management and directors of the General Partner; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets of the Partnership that could have a material effect on the financial statements of the Partnership.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2009. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its assessment, management determined that the Partnership maintained effective internal control over financial reporting as of December 31, 2009.
This annual report does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting. Management’s report is not subject to attestation by the Partnership’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Partnership to provide only management’s report in this annual report.
This report of management on internal control over financial reporting shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
March 30, 2010
Report of Independent Registered Public Accounting Firm
To The General Partner
Rancon Realty Fund IV, a California Limited Partnership
In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Rancon Realty Fund IV, a California Limited Partnership (the “Partnership”) and its subsidiaries at December 31, 2009 and 2008 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule, listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 2, the Partnership adopted provisions related to calculations of earnings per unit for master limited partnerships and has retroactively adjusted its earnings per unit computations for the years ended December 31, 2008 and 2007.
/s/ PricewaterhouseCoopers LLP
San Francisco, CA
March 30, 2010
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Consolidated Balance Sheets
December 31, 2009 and 2008
(in thousands, except units outstanding)
The accompanying notes are an integral part of these consolidated financial statements
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Consolidated Statements of Operations
For the years ended December 31, 2009, 2008 and 2007
(in thousands, except per unit amounts and units outstanding)
The accompanying notes are an integral part of these consolidated financial statements
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Consolidated Statement of Partners’ Equity
For the years ended December 31, 2009, 2008 and 2007
(in thousands)
The accompanying notes are an integral part of these consolidated financial statements
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Consolidated Statements of Cash Flows
For the years ended December 31, 2009, 2008 and 2007
(in thousands)
The accompanying notes are an integral part of these consolidated financial statements
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009, 2008 and 2007
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 disposing of 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 collectively 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 (unaudited) of partially developed and unimproved land located in San Bernardino, California. The property is part of a master-planned development of 153 acres (unaudited) known as Tri-City (“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 limited partnership sponsored by the General Partner of the Partnership. As of December 31, 2009, the Partnership has twelve properties which consisted of five office buildings and seven retail buildings.
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 December 2008, both RRF IV, Inc and RRF IV Tri-City were dissolved.
In November 2005, in connection with a refinancing, the Partnership formed Rancon Realty Fund IV Subsidiary LLC, a Delaware limited liability company (“RRF IV SUB”), which is wholly owned and consolidated by the Partnership. The new entity was formed to satisfy certain lender requirements for a note obtained in the fourth quarter of 2005. The note is collateralized by eight properties (as discussed in Note 5) which have been contributed to RRF IV SUB by the Partnership.
As of December 31, 2009, there were 65,819 Units outstanding.
The partnership commenced on April 3, 1984 and shall continue until December 31, 2015, unless previously terminated in accordance with the provisions of the Partnership Agreement.
Any references to the number of buildings, square footage, customers and occupancy stated in the financial statement footnotes are unaudited.
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 partner’s 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 Unitholder’s original invested capital; (ii) second, to the limited partners in proportion to and to the extent of the amounts required 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 accounts 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 losses other than net losses from operations are allocated 99% to the limited partners and 1% to the General Partner. Such net losses will be allocated among limited partners as necessary to equalize their capital accounts in proportion to their Units, and thereafter will be allocated in proportion to their Units.
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
December 31, 2009, 2008 and 2007
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.
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 their absolute discretion that it is in the best interests of the Partnership; and (ii) all distributions are subject to the payment of partnership expenses and maintenance of reasonable reserves for debt service, alterations and 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 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: (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.
Note 2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting and Consolidation
The accompanying consolidated financial statements present the consolidated financial position of the Partnership and its wholly-owned subsidiaries as of December 31, 2009 and 2008, the consolidated statements of operations, of partners’ equity and of cash flows of the Partnership and its wholly-owned subsidiaries for the years ended December 31, 2009, 2008 and 2007. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) 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 depreciated cost unless events or circumstances indicate that such amounts cannot be recovered, in which case, the carrying value of the property is reduced to its estimated fair value. Estimated fair value is computed using estimated sales price, as determined by prevailing market values for comparable properties and/or the use of capitalization rates applied to annualized net operating income based upon the age, construction and use of the building. 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 Partnership’s properties could be materially different than current expectations. Rental properties are reviewed for impairment whenever there is a triggering event and at least annually. There was no impairment of rental properties as of December 31, 2009.
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
December 31, 2009, 2008 and 2007
Depreciation is provided using the straight-line method over the useful lives of the respective assets. The useful lives are as follows:
Building and improvements
5 to 40 years
Tenant improvements
Lesser of the initial term of the related lease, or the estimated useful life of the improvement
Furniture and equipment
5 to 7 years
Construction in Progress and Land Held for Development
Construction in progress and land held for development 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. Estimated fair value is computed using estimated sales price, based upon market values for comparable properties and considers the cost to complete and the estimated fair value of the completed project. Construction in progress and land held for development are reviewed for impairment whenever there is a triggering event and at least annually. See Note 4 to the financial statements for discussion of impairment charge recorded for the year ended December 31, 2008.
The pre-development costs for a new project are capitalized and include survey fees and consulting fees. Interest, property taxes and insurance related to the new project are capitalized during periods when activities that are necessary to get the project ready for its intended use are in progress. The capitalization ends when the construction is substantially completed and the project is ready for its intended use.
Fair Value of Investments
The Partnership adopted policies related to the accounting for fair value measurements effective January 1, 2008. The guidance related to accounting for fair value measurements which defines fair value and establishes a framework for measuring fair value in order to meet disclosure requirements for fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. This hierarchy describes three levels of inputs that may be used to measure fair value.
Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:
Level 1. Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market.
Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.
Level 3. Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation using unobservable inputs. This category generally includes long-term derivative contracts, real estate and unconsolidated joint ventures.
The Partnership adopted policies with respect to the fair value assets and liabilities on January 1, 2008. There was no material impact on the Partnership’s financial position, results of operations and cash flows as a result of adoption.
Cash and Cash Equivalents
The Partnership considers money market funds with original maturities of less than ninety days when purchased to be cash equivalents.
Deferred Costs
Deferred loan fees are capitalized and amortized on a straight-line basis, which approximates the effective interest method, over the life of the related loan. Deferred lease commissions are capitalized and amortized on a straight-line basis over the initial fixed term of the related lease agreements.
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
December 31, 2009, 2008 and 2007
Revenues
The Partnership recognizes rental revenue on a straight-line basis over the term of the leases. 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. For tenants with percentage rent, the Partnership recognizes revenue when the tenants’ specified sales targets have been met. The reimbursements from tenants for real estate taxes and other recoverable operating expenses are recognized as revenue on an estimated basis during the current year. The Partnership develops a revised estimate of the amount recoverable from tenants based on updated expenses for the year and amounts to be recovered and records adjustments to income in the current year financial statement accounts. Any final changes in estimate based on lease-by-lease reconciliations and tenant negotiations and collection are recorded in the period those negotiations are settled.
Net (Loss) Income Per Limited Partnership Unit
Net (loss) income per Unit is calculated using the weighted average number of Units outstanding during the period and the limited partners’ allocable share of the net (loss) income.
Effective January 1, 2009, the Partnership adopted guidance which improves the comparability of earnings per unit calculations for master limited partnerships (MLPs) with incentive distribution rights (IDRs). As such, the distributions should impact the calculation of earnings per unit (“EPU”) using the two-class method. The guidance has been applied retroactively to adjust the computation of EPU for the years ended December 31, 2008 and 2007.
Net (loss) income per Unit is as follows (in thousands, except for weighted average shares and per share amounts):
The calculation of net (loss) income per Unit assumes that the income (loss) otherwise allocable to the limited partners is first used to fund distributions to the General Partner. As discussed in Note 1, because distributions of available cash have exceeded cumulative earnings and the General Partner has a deficit, the General Partner would restore that deficit in liquidation. The calculation of net (loss) income per unit does not assume a liquidation in the periods presented and therefore the net (loss) income per limited partner Unit may be less than what would be realized in a liquidation due to the requirement for the General Partner to restore deficits.
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
December 31, 2009, 2008 and 2007
Income Taxes
No provision for income taxes is included in the accompanying consolidated financial statements as the Partnership’s results of operations are allocated to the partners for inclusion in their respective income tax returns. Net (loss) income and partners’ equity (deficit) for financial reporting purposes will differ from the Partnership’s income tax return because of different accounting methods used for certain items, including depreciation expense, provisions for impairment of investments in real estate, capitalization of development period interest and rental income and loss recognition. There was no material impact related to the Partnership’s adoption of accounting policies related to income tax uncertainties on January 1, 2007.
Concentration Risk
Three tenants (Inland Regional Center, University of Phoenix and The Art Institute of California) represented 42%, 42% and 41% in aggregate of rental revenue for the years ended December 31, 2009, 2008 and 2007, respectively.
Recently Issued Accounting Literature
In May 2009, the Financial Accounting Standards Board (the “FASB’) issued guidance related to disclosures of subsequent events which involves accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This adoption did not have any impact on the Partnership’s financial statements.
In June 2009, the FASB issued the FASB Accounting Standards Codification (Codification) which identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of an entity’s financial statements that are presented in conformity with GAAP. Effective September 30, 2009, the Partnership adopted the Codification, which did not have any impact on the Partnership’s financial statements.
In October 2008, the FASB issued guidance related to determining the fair value of a financial asset when the market for that asset is not active. The implementation of this guidance did not have a material impact on the Partnership’s financial position, results of operations and cash flows.
In December 2007, the FASB issued guidance related to business combinations which improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. The adoption of this guidance by the Partnership did not have a material impact on its financial position, results of operations or cash flows, except that transaction costs will be expensed when and as incurred.
Note 3. INVESTMENTS IN REAL ESTATE
Rental properties consisted of the following at December 31, 2009 and 2008 (in thousands):
As of December 31, 2009, the Partnership’s rental properties included five office properties and seven retail properties.
During the year ended December 31, 2009, fully depreciated building and tenant improvements of $2,812,000 were removed from the balances of such accounts.
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
December 31, 2009, 2008 and 2007
Note 4. CONSTRUCTION IN PROGRESS AND LAND HELD FOR DEVELOPMENT
Construction in progress consisted of the following at December 31, 2009 and 2008 (in thousands):
During the third quarter of 2006, the Partnership began developing North River Place, a three-story multi-tenant 71,000 square-foot office building on an approximate 1.6 acre land parcel, plus completion of the balance of the 4.5 acre parking parcel. As a result, the land, pre-development costs and construction costs of North River Place were reclassified from land held for development to construction in progress. The building shell was substantially completed in the first quarter of 2008, and building improvements completed during the second and third quarters. The building was placed into service in January 2009.
As of December 31, 2009, the Partnership owned approximately 14.7 acres of undeveloped land which is part of a landfill-monitoring program managed by the City of San Bernardino (as discussed in Note 7). During the fourth quarter of 2009 and 2008, the partnership conducted a comprehensive review of all real estate assets in accordance with the guidance related to impairment of long lived assets, which indicates that asset values should be analyzed whenever events or changes in circumstances indicate that the carrying value of a property may not be fully recoverable. The process entailed the analysis of each asset for instances where the book value exceeded the estimated fair value. As a result of the analysis performed during 2008, the Partnership concluded that this asset was impaired and accordingly the asset was written down to net realizable value and a non-cash impairment charge of $268,000 was recognized, as management does not believe development or sale of this asset is probable.
Note 5. NOTE PAYABLE AND LINE OF CREDIT
Note payable and line of credit as of December 31, 2009 and 2008 were as follows (in thousands):
The note payable is collateralized by Promotional Retail II, Mimi’s Cafe, Palm Court Retail #1 and #2, Promotional Retail Center, Service Retail Center, TGI Friday’s and One Vanderbilt. This note provides for a one-time loan assumption and release provisions for individual assets.
In the fourth quarter of 2008 the Partnership obtained a new line of credit, which is collateralized by Carnegie Business Center and Vanderbilt Plaza and has a total availability of $10,000,000. The proceeds from the new line of credit were used to pay off the balance outstanding under the previous line of credit. The line of credit requires monthly interest-only payments and bears variable interest at the 30-day LIBOR plus 2.75% (2.98% at December 31, 2009). The line of credit had an original maturity date of December 19, 2009, with two one year extension options, the first of which was exercised so that the line now matures on December 19, 2010.
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
December 31, 2009, 2008 and 2007
The annual maturities of the Partnership’s note payable subsequent to December 31, 2009 are as follows (in thousands):
Note 6. RELATED PARTY TRANSACTIONS
In May 2006, the Partnership extended its then current Property Management and Services Agreement (the “Agreement”) with Glenborough Properties L.P. (“Glenborough”) through December 31, 2009. On November 29, 2006, due to the merger of Glenborough and a third party, a new entity, Glenborough LLC, was formed and the Partnership Property Management and Service Agreement was transferred from Glenborough to Glenborough LLC. All other terms and conditions remained unchanged. Effective March 1, 2009 the Partnership and Glenborough LLC again amended the Agreement, to reduce certain fees (as noted below) charged by Glenborough LLC, and extend the term of the agreement through December 31, 2015 or earlier, until the completion of sale of all real property assets of the Partnership. The Partnership engaged Glenborough LLC to perform services for the following fees:
As of December 31, 2009, Glenborough Fund XV LLC, an affiliate of Glenborough LLC, held 7,388 or 11.22% of the Units, all of which were purchased from unaffiliated third parties.
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
December 31, 2009, 2008 and 2007
Note 7. COMMITMENTS AND CONTINGENT LIABILITIES
Environmental Matters
The Partnership follows a policy of monitoring its properties for the presence of hazardous or toxic substances. The Partnership is not aware of any environmental liability with respect to the properties that would have a material adverse effect on the Partnership’s business, assets or results of operations. There can be no assurance that such a material environmental liability does not exist. The existence of any such material environmental liability could have an adverse effect on the Partnership’s consolidated results of operations and cash flows.
Approximately 14.7 acres of the Tri-City land owned by the Partnership was part of a 27-acre landfill operated by the City of San Bernardino (“the City”) from approximately 1950 to 1960. This landfill incorporates two land parcels and part of a third parcel. In 1996, the Santa Ana Regional Water Quality Control Board (“SARWQCB”), with regulatory jurisdiction over the closure and monitoring of landfills, determined that the City was primarily responsible for the landfill. Therefore, the City and the Partnership entered into a Limited Access Easement Agreement, giving the City access to the site for development, implementation and financial responsibility for a plan for the remediation of the landfill. It was determined that the City was to improve the landfill cover system (The Waterman Landfill Cover Improvement Plans, April 2002), perform groundwater monitoring and install a permanent gas extraction system (Landfill Gas Collection System). Under the Limited Access Easement Agreement with the Partnership, methane monitoring is handled directly by the City. The City’s installation of the cover improvement system was completed in the first quarter of 2007 along with the gas extraction system. The system is now operational and working properly to eliminate methane from the landfill. All controlled wells are in compliance with County standards. Presently, the Partnership does not have any plans to develop or sell this site. No assurance can be made that circumstances will not arise which could impact the Partnership’s responsibility related to the land.
General Uninsured Losses
The Partnership carries property and liability insurance with respect to the properties. This coverage has policy specification and insured limits customarily carried for similar properties. However, certain types of losses (such as from earthquakes and floods) may be either uninsurable or not economically insurable. Should the properties sustain damage as a result of an earthquake or flood, the Partnership may incur losses due to insurance deductibles, co-payments on insured losses or uninsured losses. Additionally, the Partnership has elected to obtain insurance coverage for “certified acts of terrorism” as defined in the Terrorism Risk Insurance Act of 2002, as amended and reauthorized to date; however, our policies of insurance may not provide coverage for other acts of terrorism. Any losses from such other acts of terrorism might be uninsured. Should an uninsured loss occur, the Partnership could lose some or all of its capital investment, cash flow and anticipated profits related to the properties.
Other Matters
The Partnership is contingently liable for subordinated real estate commissions payable to the General Partner in the aggregate amount of $643,000 at December 31, 2009, for sales that were completed in previous years. The subordinated real estate commissions are payable only after the Limited Partners have received distributions equal to their original invested capital plus a cumulative non-compounded return of 12% per annum on their adjusted invested capital. Since the circumstances under which these commissions would be payable are not met currently, the liability has not been recognized in the accompanying consolidated financial statements; however, the amount will be recorded when and if it becomes payable.
Note 8. LEASES
The Partnership’s rental properties are leased under non-cancelable operating leases that expire at various dates through January 2020. In addition to monthly base rents, several of the leases provide for additional rents based upon a percentage of sales levels attained by the tenants. Future minimum rents under non-cancelable operating leases as of December 31, 2009 are as follows (in thousands):
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
December 31, 2009, 2008 and 2007
Note 9. TAXABLE INCOME
The Partnership’s tax returns, the qualification of the Partnership as a partnership for federal income tax purposes, and the amount of reported income or loss are subject to examination by federal and state taxing authorities. If such examinations result in changes to the Partnership’s taxable income or loss, the tax liability of the partners could change accordingly.
The following is a reconciliation for the years ended December 31, 2009, 2008 and 2007 of the net income for financial reporting purposes to the estimated taxable income determined in accordance with accounting practices used in preparation of federal income tax returns (in thousands):
The following is a reconciliation of partners’ equity for financial reporting purposes to estimated partners’ equity for federal income tax purposes as of December 31, 2009 and 2008 (in thousands):
* Unaudited
Note 10. SUBSEQUENT EVENTS
In preparing the consolidated financial statements, the Partnership evaluated subsequent events occurring through March 30, 2010, the date these financial statements were issued, in accordance with the guidance relating to subsequent events and deemed that no disclosures were necessary.
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
December 31, 2009, 2008 and 2007
Note 11. UNAUDITED QUARTERLY RESULTS OF OPERATIONS
The following represents an unaudited summary of quarterly results of operations for the years ended December 31, 2009 and 2008 (in thousands, except for per unit amounts and units outstanding):
* The sum of the quarterly per unit amounts may not total to the year to date per unit amounts due to rounding
RANCON REALTY FUND IV
A California Limited Partnership, and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
December 31, 2009, 2008 and 2007
* The sum of the quarterly per unit amounts may not total to the year to date per unit amounts due to the different methodology used in allocating income and losses between the general partner and limited partners. The allocation is done based upon the annual net income or loss; however the calculation for each quarter is based upon that quarter’s income or loss. In addition changes in the number of outstanding partnership units and rounding will also affect the result.
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP, AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31,
(in thousands)
(a) The aggregate cost of land and buildings for federal income tax purposes is $80,567 (unaudited).
(b) Carnegie Business Center I and Vanderbilt Plaza are collateral for the debt of line of credit in the amount of $6,078.
(c) One Vanderbilt, Service Retail Center, Promo Retail, TGI Friday’s, Promotional Retail II, Mimi Café, Palm Court Retail #1 and #2 are collateral for debt in the aggregate amount of $22,678.
(continued)
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP, AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
(in thousands)
Reconciliation of gross amount at which real estate was carried for the years ended December 31, 2009, 2008 and 2007:
See accompanying independent registered public accounting firm’s report.
EXHIBIT INDEX
* This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as required by Section 906, is not to be deemed “filed” with the SEC or subject to the rules and regulations promulgated by the SEC under the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of said Act.