SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report March 29, 1999
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(Date of earliest event reported) (June 4, 1998)
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
California 0-14207 33-0016355
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
400 South El Camino Real, Suite 1100, San Mateo, California 94402
(Address of principal executive offices)
Registrant's Telephone number, including area code: (650) 343-9300
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No exhibit required.
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Rancon Realty Fund IV, A California Limited Partnership (the "Registrant")
hereby (i) amends Item 7 of its Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 6, 1998, to incorporate notes to the
pro forma financial statements and amend certain pro forma adjustments, and (ii)
restates Items 2 and 7 in their entirety.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 4, 1998, Rancon Realty Fund IV, a California Limited Partnership, sold
an apartment complex known as Shadowridge Woodbend Apartments ("Shadowridge"), a
240 unit apartment complex located in Vista, California, to CT Realty
Corporation (the "buyer") for $16,075,000. The buyer is not affiliated with the
Registrant or the Registrant's general partners. After paying off the underlying
loan of the property and closing costs (including commissions and fees), the
Registrant realized net proceeds of approximately $9,686,000.
Item 7. FINANCIAL STATEMENTS
(b) PRO FORMA FINANCIAL STATEMENTS
The following unaudited pro forma consolidated balance sheet as of March 31,
1998 has been prepared to reflect the sale of Shadowridge as if such transaction
had been completed on March 31, 1998. The following unaudited pro forma
consolidated statements of operations for the three months ended March 31, 1998
and the year ended December 31, 1997, have been prepared to reflect the sale of
Shadowridge as if the transaction was completed on January 1, 1997.
The pro forma consolidated financial information is unaudited and is not
necessarily indicative of the results which would have occurred if the sale of
Shadowridge had been consummated in the periods presented, or on any particular
date, nor does it purport to represent the financial position, results of
operations, or cash flows for future periods.
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<TABLE>
<CAPTION>
Pro forma Consolidated Balance Sheet
As of March 31, 1998
(in thousands, except units outstanding)
(Unaudited)
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Assets Investment in real estate:
Rental property, net $ 32,524 $ -- $ 32,524
Land held for development, net 2,735 -- 2,735
Rental property held for sale, net 10,181 (10,181) --
Land held for sale, net 3,994 -- 3,994
----------- ----------- -----------
Total real estate investments 49,434 (10,181) 39,253
Cash and cash equivalents 957 9,686 10,643
Restricted cash 369 -- 369
Accounts and interest receivable 361 (17) 344
Deferred financing costs and other fees, net 1,371 (1) 1,370
Prepaid expenses and other assets 822 (17) 805
----------- ------------ -----------
Total assets $ 53,314 $ (530) $ 52,784
=========== ============ ===========
Liabilities
Notes payable $ 21,941 $ (5,820) $ 16,121
Accounts payable and accrued expenses 828 (100) 728
Interest payable 83 (20) 63
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Total liabilities 22,852 (5,940) 16,912
Commitments and contingent liabilities
Partners' equity (deficit): (891) 283 (608)
General partners
Limited partners, 76,842 limited partnership
units outstanding 31,353 5,127 36,480
----------- ----------- -----------
Total partners' equity 30,462 5,410 35,872
----------- ----------- -----------
Total liabilities and partners' equity $ 53,314 $ (530) $ 52,784
=========== =========== ===========
</TABLE>
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<TABLE>
<CAPTION>
Pro forma Consolidated Statement of Operations
For the three months ended March 31, 1998
(in thousands, except units outstanding and per unit amounts)
(Unaudited)
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Revenues:
Rental income $ 1,910 $ (495) $ 1,415
Interest and other income 10 -- 10
----------- ----------- -----------
Total revenues 1,920 (495) 1,425
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Expenses:
Operating 823 (235) 588
Interest expense 508 (116) 392
Depreciation and amortization 347 -- 347
Loss on sale of land 11 -- 11
Expenses associated with land held
for development 139 -- 139
General and administrative expenses 310 -- 310
----------- ----------- -----------
Total expenses 2,138 (351) 1,787
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Net loss $ (218) $ (144) $ (362)
=========== =========== ===========
Net loss per limited partnership unit $ (2.83) $ (1.87) $ (4.70)
=========== =========== ===========
Weighted average number of limited
partnership units outstanding during each
period used to compute net loss per limited
partnership unit 76,940 76,940 76,940
=========== =========== ===========
</TABLE>
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<TABLE>
<CAPTION>
Pro forma Consolidated Statement of Operations
For the year ended December 31, 1997
(in thousands, except units outstanding and per unit amounts)
(Unaudited)
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Revenues:
Rental income $ 7,275 $ (1,877) $ 5,398
Interest and other income 23 -- 23
----------- ----------- -----------
Total revenues 7,298 (1,877) 5,421
----------- ----------- -----------
Expenses:
Operating 3,166 (958) 2,208
Depreciation and amortization 1,748 (342) 1,406
Interest expense 1,887 (470) 1,417
Loss on sale of land 253 -- 253
Provision for impairment of real
estate investments 947 -- 947
Expenses associated with
undeveloped land 678 -- 678
Administrative 1,240 -- 1,240
Proposed dissolution costs 445 -- 445
----------- ----------- -----------
Total expenses 10,364 (1,770) 8,594
----------- ----------- -----------
Net loss $ (3,066) $ (107) $ (3,173)
=========== =========== ===========
Net loss per limited
partnership units $ (38.40) $ (1.34) $ (39.74)
=========== =========== ===========
Weighted average number of limited
partnership units outstanding during period
to compute net loss per limited
partnership units 79,846 79,846 79,846
=========== =========== ===========
</TABLE>
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RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Pro Forma Financial Statements
The accompanying Pro Forma Consolidated Balance Sheet as of March 31, 1998 and
the Pro Forma Consolidated Statements of Operations for the three months ended
March 31, 1998 and the year ended December 31, 1997, reflect the sale of the
Shadowridge Woodbend Apartments ("Shadowridge") (as discussed in Item 2 on page
2) and include the following pro forma adjustments.
The $10,181,000 decrease in rental property held for sale reflects the net book
value of Shadowridge as of March 31, 1998.
The increase in cash reflects the net cash proceeds upon the sale of the
Shadowridge Woodbend Apartments.
The $5,820,000 decrease in notes payable reflects the payoff of the secured note
upon the sale of the Shadowridge property.
The decreases in rental income, operating expense and depreciation and
amortization reflect the operations of Shadowridge for the respective periods.
The Registrant stopped depreciating the Shadowridge property effective December
31, 1997 upon classification of the property as "held for sale". Therefore,
there is not an adjustment to depreciation expense during the three months ended
March 31, 1998.
The decrease in interest expense for the periods presented represents the
interest incurred on the note payable secured by the Shadowridge property.
The Registrant recognized a $5,468,000 gain on the sale of Shadowridge, which is
not reflected in the accompanying unaudited pro forma consolidated financial
statements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
RANCON REALTY FUND IV,
a California Limited Partnership (Registrant)
Date: March 29, 1999 By: /s/ Daniel L. Stephenson
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Daniel L. Stephenson
Chief Executive Officer and
Chief Financial Officer of
Rancon Financial Corporation,
General Partner of Rancon Realty
Fund IV, a California Limited Partnership
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