RANCON INCOME FUND I
10-Q, 1999-11-15
REAL ESTATE
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


             [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1999

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                         Commission file number: 0-16645


                              RANCON INCOME FUND I,
                        A CALIFORNIA LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)


                 California                                33-0157561
      (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                 Identification  No.)

   400 South El Camino Real, Suite 1100
           San Mateo, California                          94402-1708
           (Address of principal                          (Zip Code)
            executive offices)


                                 (650) 343-9300
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.


                              Yes    X     No

       Total number of units outstanding as of September 30, 1999: 14,555




                                  Page 1 of 14
<PAGE>



PART I.             FINANCIAL INFORMATION


Item 1.             Financial Statements
<TABLE>
<CAPTION>

                                       RANCON INCOME FUND I,
                                 A CALIFORNIA LIMITED PARTNERSHIP

                                          Balance Sheets
                                (in thousands, except unit amounts)


                                                                September 30,       December 31,
                                                                    1999               1998
                                                                 (Unaudited)         (Audited)
                                                                -------------      -------------
<S>                                                             <C>                <C>
Assets Real estate investments:
  Rental property, net of accumulated depreciation
    of $1,759 and $1,626 at September 30, 1999 and
    December 31, 1998, respectively                             $       4,237      $       4,290
  Rental property held for sale, net                                       --                685
                                                                -------------      -------------
     Total real estate investments                                      4,237              4,975
                                                                -------------      -------------

  Cash and cash equivalents                                             1,139                872
  Deferred costs, net of accumulated amortization of
    $37 and $42 at September 30, 1999 and December 31,
    1998, respectively                                                     49                 55
  Prepaid expenses and other assets                                        28                110
                                                                -------------      -------------

       Total assets                                             $       5,453      $       6,012
                                                                =============      =============

Liabilities and Partners' Equity (Deficit)
Liabilities:
  Accounts payable and other liabilities                        $         109      $         108
                                                                -------------      -------------

Commitments and contingent liabilities (see Note 5)                        --                 --

Partners' Equity (Deficit):
  General partner                                                        (154)              (183)
  Limited partners, 14,555 limited partnership units
    outstanding                                                         5,498              6,087
                                                                -------------      -------------
       Total partners' equity                                           5,344              5,904
                                                                -------------      -------------

       Total liabilities and partners' equity                   $       5,453      $       6,012
                                                                =============      =============
</TABLE>









                          See accompanying notes to financial statements.


                                  Page 2 of 14
<PAGE>


<TABLE>
<CAPTION>

                                           RANCON INCOME FUND I,
                                     A CALIFORNIA LIMITED PARTNERSHIP

                                         Statements of Operations
                       (in thousands, except per unit amounts and units outstanding)
                                                (Unaudited)


                                                   Three months ended               Nine months ended
                                                      September 30,                   September 30,
                                               --------------------------     ---------------------------
                                                  1999            1998           1999             1998
                                               ----------      ----------     -----------      ----------
<S>                                            <C>             <C>            <C>              <C>
Revenues:
  Rental income                                $      195      $      246     $       670      $      790
  Gain on sale of real estate                          --              --             252              --
  Interest and other income                            12               5              26              19
                                               ----------      ----------     -----------      ----------
    Total revenues                                    207             251             948             809
                                               ----------      ----------     -----------      ----------

Expenses:
  Operating                                            78             116             261             341
  Depreciation and amortization                        47              43             144             128
  General and administrative                           48              73             188             216
                                               ----------      ----------     -----------      ----------
    Total expenses                                    173             232             593             685
                                               ----------      ----------     -----------      ----------

Net income                                     $       34      $       19     $       355      $      124
                                               ==========      ==========     ===========      ==========

Net income per limited partnership unit        $     2.27      $     1.31     $     21.37      $     8.45
                                               ==========      ==========     ===========      ==========

Distributions per limited partnership unit:
  From net income                              $     9.96      $     1.86     $     11.88      $     3.78
  Representing return of capital                       --              --           50.00              --
                                               ----------      ----------     -----------      ----------
    Total distributions per limited
      partnership unit                         $     9.96      $     1.86     $     61.88      $     3.78
                                               ==========      ==========     ===========      ==========

Weighted average number of limited
  partnership units outstanding during
  each period used to compute net income
  per limited partnership unit                     14,555          14,555          14,555          14,555
                                               ==========      ==========     ===========      ==========
</TABLE>














                              See accompanying notes to financial statements.


                                  Page 3 of 14
<PAGE>



                              RANCON INCOME FUND I,
                        A CALIFORNIA LIMITED PARTNERSHIP

                     Statement of Partners' Equity (Deficit)
                  For the nine months ended September 30, 1999
                                 (in thousands)
                                   (Unaudited)


                                     General         Limited
                                     Partners       Partners          Total
                                    ----------     -----------     ----------

Balance at December 31, 1998        $     (183)    $     6,087     $    5,904

Net income                                  44             311            355

Distributions                              (15)           (900)          (915)
                                    ----------     -----------     ----------

Balance at September 30, 1999       $     (154)    $     5,498     $    5,344
                                    ==========     ===========     ==========



































                See accompanying notes to financial statements.


                                  Page 4 of 14
<PAGE>


<TABLE>
<CAPTION>

                                       RANCON INCOME FUND I,
                                 A CALIFORNIA LIMITED PARTNERSHIP

                                     Statements of Cash Flows
                                          (in thousands)
                                            (Unaudited)


                                                                         Nine months ended
                                                                           September 30,
                                                                 -------------------------------
                                                                      1999               1998
                                                                 -------------      ------------
<S>                                                              <C>                <C>
Cash flows from operating activities:
  Net income                                                     $         355      $        124
  Adjustments to reconcile net income
    to net cash provided by operating activities:
     Net gain on sale of real estate                                      (252)               --
     Depreciation and amortization                                         144               128
  Changes in certain assets and liabilities:
     Prepaid expenses and other assets                                      82                44
     Deferred costs                                                         (5)              (41)
     Accounts payable and other liabilities                                  1                78
                                                                 -------------      ------------

       Net cash provided by operating activities                           325               333
                                                                 -------------      ------------

Cash flows from investing activities:
  Net proceeds from sales of real estate                                   937                --
  Additions to real estate                                                 (80)              (61)
                                                                 -------------      ------------

       Net cash provided by (used for) investing activities                857               (61)
                                                                 -------------      ------------

Cash flows from financing activities:
  Distributions to partners                                               (915)              (55)
                                                                 -------------      ------------

Net increase in cash and cash equivalents                                  267               217

Cash and cash equivalents at beginning of period                           872               749
                                                                 -------------      ------------

Cash and cash equivalents at end of period                       $       1,139      $        966
                                                                 =============      ============
</TABLE>















                          See accompanying notes to financial statements.



                                  Page 5 of 14
<PAGE>



                              RANCON INCOME FUND I,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                               September 30, 1999
                                   (Unaudited)


Note 1.     THE PARTNERSHIP AND ITS SIGNIFICANT ACCOUNTING POLICIES

In the opinion of Rancon Financial Corporation ("RFC") and Daniel Lee Stephenson
(the  "Sponsors"),   Rancon  Income  Partners  I  (the  "General  Partner")  and
Glenborough   Corporation,   the   Partnership's   asset  and  property  manager
("Glenborough"),  the accompanying  unaudited  financial  statements contain all
adjustments (consisting of only normal accruals) necessary to present fairly the
financial  position of Rancon Income Fund I, a California  Limited  Partnership,
(the  "Partnership")  as of September  30, 1999 and  December 31, 1998,  and the
related  statements of income,  changes in partners'  equity  (deficit) and cash
flows for the nine months ended September 30, 1999 and 1998.

Allocation  of Net Income and Net Loss -  Allocation  of the  profits and losses
from  operations  are made pursuant to the terms of the  Partnership  Agreement.
Generally,  net income from  operations is allocated to the general  partner and
the  limited  partners  in  proportion  to the  amounts of cash from  operations
distributed  to the partners for each fiscal year. In no event shall the general
partner be  allocated  less than 1% of the net income from any period.  If there
are no distributions of cash from operations during such fiscal year, net income
shall be allocated 90% to the limited  partners and 10% to the general  partner.
Net losses from operations are allocated 90% to the limited  partners and 10% to
the general  partner until such time as a partner's  account is reduced to zero.
Additional  losses will be allocated  entirely to those  partners  with positive
account  balances  until such balances are reduced to zero. In no event will the
general partner be allocated less than 1% of net loss for any period.

Net income other than net income from operations  shall be allocated as follows:
(i) first, 1% to the general  partner;  (ii) second,  to the partners who have a
deficit  balance in their capital  account in proportion to and to the extent of
such deficit balances,  provided,  that in no event shall the general partner be
allocated more than 10% of the net income other than net income from  operations
until the earlier of sale or disposition of  substantially  all of the assets or
the distribution of cash (other than cash from operations) equal to the original
invested  capital of the  general  partner and the  limited  partner;  (iii) the
balance,  if any,  shall be allocated  (a) first,  to the general  partner in an
amount  equal to the  lesser of (1) the  amount  of cash from sale or  financing
anticipated to be distributed to the general partner or (2) an amount sufficient
to increase  the general  partner's  account  balance to an amount equal to such
distribution from sale or financing;  (b) the balance,  to the limited partners.
In no event  shall the  general  partner  be  allocated  less than 1% of the net
income other than net income from operations for any period.

Distributions - Distributions of cash from operations are generally allocated as
follows:  (i) first, to the limited partners until they receive a non-cumulative
6%  return  per annum on their  unreturned  capital  contributions  and (ii) the
remainder,  if any in a given year,  shall be divided in the ratio of 90% to the
limited partners and 10% to the general partner.


                                  Page 6 of 14
<PAGE>


                              RANCON INCOME FUND I,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                               September 30, 1999
                                   (Unaudited)


Distributions  of cash  from  sales or  financing  are  generally  allocated  as
follows:  (i) first, 2% to the general  partner and 98% to the limited  partners
until the  limited  partners  have  received  an amount  equal to their  capital
contributions;  (ii)  second,  2% to the general  partner and 98% to the limited
partners  until the limited  partners have received a cumulative  non-compounded
return of 6% per annum on their  unreturned  capital  contributions  (less prior
distributions of cash from  operations);  (ii) third, to the general partner for
the amount of subordinated real estate  commissions  payable per the Partnership
Agreement;  (iv)  fourth,  2% to the  general  partner  and  98% to the  limited
partners  until the limited  partners  have  received an additional 4% return on
their unreturned capital  contributions  (less prior  distributions of cash from
operations);  (v)  fifth,  2% to the  general  partner  and  98% to the  limited
partners  until the limited  partners  who  purchased  their  partnership  units
("Units") prior to June 1, 1988,  receive an additional return (depending on the
date on which they  purchased the Units) on their  unreturned  capital of either
8%, 5% or 2% (calculated  through the first  anniversary date of the purchase of
the  Units);  (vi)  sixth,  98% to the  general  partner  and 2% to the  limited
partners  until the general  partner has  received an amount equal to 15% of all
prior  distributions  made to the  limited  partners  and the  general  partners
pursuant to  subparagraph  (iv) and (v),  reduced by the  aggregate of all prior
distributions to the general partner under  subparagraph (iv) and (v); and (vii)
seventh,  the  balance,  85% to the  limited  partners  and  15% to the  general
partner.

Management  Agreement - Effective January 1, 1995, RFC entered into an agreement
with  Glenborough  whereby RFC sold to  Glenborough  the contract to perform the
rights and responsibilities under RFC's agreement with the Partnership and other
related  Partnerships  (collectively,  the  Rancon  Partnerships)  to perform or
contract on the Partnership's behalf for financial, accounting, data processing,
marketing,  legal,  investor  relations,  asset and  development  management and
consulting  services for the  Partnership for a period of ten years or until the
liquidation of the  Partnership,  whichever comes first. On January 1, 1998, the
agreement was amended to eliminate  Glenborough's  responsibility  for providing
investor   relations   services,   resulting   in  a  reduction   in  the  asset
administration  fee from  $208,000,  or $52,000 per quarter (as  originally  set
forth in the agreement), to $187,000, or $46,800 per quarter, in 1998. Effective
July 1,  1999,  the  agreement  was  further  amended  to:  (i) reduce the asset
administration fee to $100,000,  or $25,000 per quarter,  for the remaining half
of the year  (totaling  $144,000  in  1999);  (ii)  increase  the  sales fee for
improved properties from 2% to 3% and (iii) reduce the management fee applicable
to Wakefield  Industrial Center from 5% to 3% of the gross rental receipts.  The
Partnership will also pay  Glenborough:  (i) a sales fees of 4% for land; (ii) a
refinancing  fee of 1% and (iii) a management fee of 5% of gross rental receipts
from Bristol Medical Center. As part of this agreement, Glenborough will perform
certain duties for the General Partner of the Rancon Partnerships. RFC agreed to
cooperate with Glenborough should Glenborough  attempt to obtain a majority vote
of the  limited  partners  to  substitute  itself as the  Sponsor for the Rancon
Partnerships. Glenborough is not an affiliate of the Partnership or RFC.


                                  Page 7 of 14
<PAGE>


                              RANCON INCOME FUND I,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                               September 30, 1999
                                   (Unaudited)


Basis of Accounting - The accompanying  unaudited financial statements have been
prepared  on the  accrual  basis of  accounting  in  accordance  with  generally
accepted  accounting  principles under the presumption that the Partnership will
continue as a going concern.

Note 2.     REFERENCE TO 1998 AUDITED FINANCIAL STATEMENTS

These  unaudited  financial  statements  should be read in conjunction  with the
Notes  to  Financial  Statements  included  in the  December  31,  1998  audited
financial statements.

Note 3.     SALE OF REAL ESTATE

On May 12, 1999, the Partnership sold Aztec Village Shopping Center ("Aztec"), a
23,879  square  foot  retail  center  located  in San Diego,  California,  to an
unaffiliated entity for $1,000,000.  The Partnership realized a $252,000 gain on
the sale which is reflected in the accompanying  statement of operations for the
nine months ended September 30, 1999. The sale proceeds totaled $937,000 (net of
selling costs and expenses  incurred  through  September 30, 1999);  $742,305 of
these  proceeds was  distributed  to the partners and the remainder was added to
the Partnership's cash reserves.

Note 4.     DISTRIBUTIONS

During the nine months ended  September 30, 1999,  the  Partnership  distributed
$14,555 and $727,750 to the general partner and limited partners,  respectively,
from  proceeds  from the sale of Aztec.  This  distribution  of cash from  sales
represents a return of capital.

During the nine months ended  September 30, 1999,  the  Partnership  distributed
$173,000 of cash from operations to the limited partners.

Note 5.     COMMITMENTS AND CONTINGENT LIABILITIES

The Partnership is contingently liable for a subordinated real estate commission
payable to the General  Partner in the amount of $30,000 at  September  30, 1999
for the May 1999 sale of Aztec. Per the Partnership Agreement,  upon the sale of
a Partnership property,  the General Partner shall be entitled to a subordinated
real estate  commission,  provided that, in no event shall the subordinated real
estate  commission  payable to the General  Partner exceed 3% of the gross sales
price of the property which is sold. The subordinated  real estate commission is
payable only after the limited  partners  have received  distributions  equal to
their original  invested capital plus a cumulative  non-compounded  return of 6%
per annum on their adjusted  invested  capital.  Since the  circumstances  under
which this commission  would be payable are limited,  the liability has not been
recognized in the accompanying  unaudited  financial  statements;  however,  the
amount will be recorded if and when it becomes payable.


                                  Page 8 of 14
<PAGE>


Item 2.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations

INTRODUCTION

The following  discussion  addresses the  Partnership's  financial  condition at
September  30, 1999 and its  results of  operations  for the nine  months  ended
September 30, 1999 and 1998. This information should be read in conjunction with
the Partnership's December 31, 1998 audited financial statements,  notes thereto
and other information contained elsewhere in this report.

LIQUIDITY AND CAPITAL RESOURCES

On April 21, 1989, Rancon Income Fund I ("the  Partnership") was funded from the
sale of 14,559 limited partnership units ("Units") in the amount of $14,559,000.
Four Units were retired in 1990 and 14,555 Units remain outstanding at September
30, 1999.

As of September 30, 1999, the Partnership had cash of $1,139,000.  The remainder
of the Partnership's  assets consists primarily of its real estate  investments,
totaling approximately $4,237,000 at September 30, 1999.

Operationally,  the  Partnership's  primary  source  of funds  consists  of cash
provided by its rental  properties.  Cash flows from operating  activities  have
been  sufficient  to  provide  funds to  reinvest  in the  properties  by way of
improvements,  as well as to fund  distributions to the limited partners.  Other
sources of funds include  interest earned on invested cash balances and proceeds
from property sales.

Management  believes that the Partnership's  cash balance at September 30, 1999,
together with the cash from operations and sales,  will be sufficient to finance
the Partnership's and the properties'  continued operations on both a short-term
and long-term basis. 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.

Operating Activities

During the nine months ended September 30, 1999, the Partnership's cash provided
by operating activities totaled $325,000.

The $82,000,  or 75%, decrease in prepaid expenses and other assets at September
30, 1999,  compared to December 31, 1998, is primarily due to the  collection of
December 31, 1998 tenant receivables in the first quarter of 1999.

Investing Activities

During the nine months ended September 30, 1999, the Partnership's cash provided
by investing  activities  totaled $857,000,  which includes $937,000 of net cash
proceeds from sale of real estate and $80,000 of cash used for additions to real
estate.

The Partnership  received net sale proceeds  totaling $937,000 from the May 1999
sale of a 23,879 square foot retail center referred to as Aztec Village Shopping

                                  Page 9 of 14
<PAGE>


Center ("Aztec").  The $685,000,  or 100%,  decrease in rental property held for
sale at September 30, 1999, compared to December 31, 1998, is due to this sale.

Financing Activities

During the nine months ended September 30, 1999, the Partnership made a $742,305
distribution of cash from the sale of Aztec and a $173,000  distribution of cash
from operations.

Rental Property

The Partnership's  rental properties,  consisting of approximately 96,500 square
feet of space, are as follows:
<TABLE>
<CAPTION>

        Property                                Type                             Square Feet
- ---------------------------     --------------------------------------------     -----------
<S>                             <C>                                                 <C>
Wakefield Industrial Center     Industrial building (in Temecula, California)       44,200
Bristol Medical Center          Office building (in Santa Ana, California)          52,311
</TABLE>

RESULTS OF OPERATIONS

Revenues

Rental income decreased $120,000,  or 15%, and $51,000, or 21%, for the nine and
three months  ended  September  30, 1999,  compared to the nine and three months
ended  September  30, 1998,  respectively,  primarily  due to the loss of rental
income from the May 1999 sale of Aztec.

Occupancy rates at the Partnership's  rental properties as of September 30, 1999
and 1998 were as follows:

                                                 September 30,
                                      ---------------------------------
                                           1999                1998
                                      ---------------     -------------
   Bristol Medical Center                   63%                 58%
   Wakefield Building                      100%                100%

The 5  percentage  point  increase  in  occupancy  from  September  30,  1998 to
September 30, 1999 at Bristol  Medical  Center is attributed to leasing of 6,447
square feet of  previously  vacant space to three tenants and the expansion of a
1,023 square foot tenant to a 2,043 square foot suite.  Slightly offsetting this
increase in occupancy was a decrease due to two tenants,  occupying 3,260 square
feet of space in the aggregate, vacating their space upon their respective lease
expirations.  Management  is  currently  negotiating  lease  renewals  with  two
existing tenants occupying 3,000 square feet of space and is marketing the other
vacant space to potential tenants.

The $252,000 gain on sale of real estate for the nine months ended September 30,
1999 resulted from the May 1999 sale of Aztec.

Interest and other income increased  $7,000, or 37%, and $7,000, or 140%, during
the nine and three months  ended  September  30, 1999,  compared to the nine and
three  months  ended  September  30, 1998  primarily  due to the higher  average
invested cash balance resulting from the May 1999 sale of Aztec.


                                 Page 10 of 14
<PAGE>


Expenses

Operating expenses decreased $80,000,  or 23%, and $38,000, or 33%, for the nine
and three months ended September 30, 1999, compared to the nine and three months
ended September 30, 1998, respectively, primarily due to the sale of Aztec. Also
contributing  to the  decrease  is the  receipt of a prior year real  estate tax
refund in August  1999 and the  recognition  of $18,000 of bad debt in the first
quarter of 1998.

Depreciation and amortization  expense increased $16,000, or 12%, and $4,000, or
9%, for the nine and three months ended September 30, 1999, compared to the nine
and three months ended September 30, 1998, respectively, due to the depreciation
of additions to rental properties and the amortization of lease commissions.

General and administrative  expenses decreased $28,000,  or 13%, and $25,000, or
34%, during the nine and three months ended September 30, 1999,  compared to the
nine and three months ended September 30, 1998,  primarily due to a reduction in
asset  management  fees resulting from an amendment to the management  agreement
effective  July 1,  1999  (as  described  in Note 1 of the  Notes  to  Financial
Statements).

Year 2000 Compliance

State of Readiness.  Glenborough Corporation ("Glenborough"),  the Partnership's
asset and property manager,  utilizes a number of computer software programs and
operating  systems.  These programs and systems primarily  comprise  information
technology  systems  ("IT  Systems")  (i.e.,   software  programs  and  computer
operating   systems)  that  serve  the  management   operations.   Although  the
Partnership  does not  utilize  any  significant  IT Systems of its own, it does
utilize embedded systems such as devices used to control,  monitor or assist the
operation  of equipment  and  machinery  systems  (e.g.,  HVAC,  fire safety and
security) at its properties  ("Property  Systems").  To the extent that software
applications contain a source code that is unable to appropriately interpret the
upcoming  calendar  year  "2000"  and  beyond,  some  level of  modification  or
replacement of these IT Systems and Property Systems have been necessary.

IT  Systems.  Employing  a team made up of internal  personnel  and  third-party
consultants,  Glenborough  completed an identification of IT Systems,  including
hardware  components  that  were not yet  Year  2000  compliant.  To the best of
Glenborough's knowledge based on available information and a reasonable level of
inquiry and investigation,  such upgrading as appears to be called for under the
circumstances  has  been  completed  in  accordance  with  prevailing   industry
practice.  Glenborough completed a testing program during 1999. In addition, the
Partnership has  communicated  with third parties with whom it does  significant
business,  such as financial  institutions,  tenants and  vendors,  to determine
their readiness for Year 2000 compliance.

Property Systems.  An identification  of Property  Systems,  including  hardware
components,  that were not yet Year  2000  compliant,  has also been  completed.
Upgrading  of such  systems as appears to be called for under the  circumstances
based  on  available   information  and  a  reasonable   level  of  inquiry  and
investigation,  and in accordance  with  prevailing  industry  practice has been
completed and tested.  To the best of Glenborough's  knowledge,  the Partnership
has no Property  Systems,  the failure of which would have a material  effect on
its operations.


                                 Page 11 of 14
<PAGE>


Costs of Addressing Year 2000 issues.  Given the information  known at this time
about systems that are  non-compliant,  coupled with ongoing,  normal  course-of
business  efforts to upgrade or replace  critical  systems,  as  necessary,  the
Partnership has not incurred Year 2000 compliance costs that have had a material
adverse impact on its liquidity or ongoing  results of operations.  The costs of
assessment  and  remediation  of the  Property  Systems  have  been  paid by the
Partnership as an operating expense.

Risks of Year 2000 issues.  In light of the assessment and upgrading  efforts to
date,  and  completion of the planned,  normal  course-of-business  upgrades and
subsequent  testing,  the Partnership  believes that any residual Year 2000 risk
will be limited to non-critical business applications and support hardware,  and
to short-term  interruptions  affecting Property Systems which, if they occur at
all, will not be material to overall operations. Glenborough and the Partnership
believe that all IT Systems and Property Systems will be Year 2000 compliant and
that compliance  will not materially  adversely  affect its future  liquidity or
results  of  operations  or its  ability  to  service  debt.  However,  absolute
assurance that this is the case cannot be given.

Contingency  Plans.  The  Partnership  has developed a contingency  plan for all
operations  which  addresses  the most  reasonably  likely  worst case  scenario
regarding  Year  2000  compliance.  Such a plan,  however,  recognizes  material
limitations on the ability to respond to major  regional or industrial  failures
such as power outages or communications breakdowns.



                                 Page 12 of 14
<PAGE>


Part II.          OTHER INFORMATION


Item 1.           Legal Proceedings

                  None.

Item 2.           Changes in Securities and Use of Proceeds

                  Not applicable.

Item 3.           Defaults Upon Senior Securities

                  Not applicable.

Item 4.           Submission of Matters to a Vote of Security Holders

                  None.

Item 5.           Other Information

                  None.

Item 6.           Exhibits and Reports on Form 8-K

                  (a)  Exhibits:

                  (27)  Financial Data Schedule

                  (b)  Reports on Form 8-K (incorporated herein by reference):

                  None.





                                 Page 13 of 14
<PAGE>


                                   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.


                                 RANCON INCOME FUND I,
                                 a California limited partnership

                                 By:   Rancon Income Partners I, L.P.
                                       its General Partner



Date:    November 15, 1999       By:    /s/  DANIEL L. STEPHENSON
                                       --------------------------
                                       Daniel L. Stephenson
                                       Director, President, Chief Executive
                                       Officer and Chief Financial Officer of
                                       Rancon Financial Corporation, General
                                       Partner of Rancon Income Partners I, L.P.




                                 Page 14 of 14
<PAGE>


<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000791996
<NAME>                        RANCON INCOME FUND I
<MULTIPLIER>                                   1000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-01-1999
<PERIOD-END>                                   SEP-30-1999
<CASH>                                         1,139
<SECURITIES>                                   0
<RECEIVABLES>                                  8
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               1,147
<PP&E>                                         4,237
<DEPRECIATION>                                 1,759
<TOTAL-ASSETS>                                 5,453
<CURRENT-LIABILITIES>                          109
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     5,344
<TOTAL-LIABILITY-AND-EQUITY>                   5,453
<SALES>                                        252
<TOTAL-REVENUES>                               948
<CGS>                                          0
<TOTAL-COSTS>                                  261
<OTHER-EXPENSES>                               332
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                355
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            355
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   355
<EPS-BASIC>                                  21.37
<EPS-DILUTED>                                  21.37



</TABLE>


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