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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

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

 

For the quarterly period ended March 31, 2004

 

OR

 

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

 

Commission file number: 0-16467

 


 

RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

 


 

California   33-0098488

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

400 South El Camino Real, Suite 1100

San Mateo, California

  94402-1708
(Address of principal executive offices)   (Zip Code)

 

(650) 343-9300

(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  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

 

Total number of units outstanding as of May 14, 2004: 88,530

 


 


Table of Contents

INDEX

RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

 

          Page No.

PART I

   FINANCIAL INFORMATION     

Item 1.

   Consolidated Financial Statements of Rancon Realty Fund V (Unaudited):     
    

Consolidated Balance Sheets at March 31, 2004 and December 31, 2003

   3
    

Consolidated Statements of Operations for the three months ended March 31, 2004 and 2003

   4
    

Consolidated Statement of Partners’ Equity for the three months ended March 31, 2004

   5
    

Consolidated Statements of Cash Flows for the three months ended March 31, 2004 and 2003

   6
    

Notes to Consolidated Financial Statements

   7-12

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    13-19

Item 3.

   Qualitative and Quantitative Information About Market Risk    19

Item 4.

   Controls and Procedures    20

PART II

   OTHER INFORMATION     

Item 1.

   Legal Proceedings    21

Item 4.

   Submission of Matters to a Vote of Security Holders    21

Item 6.

   Exhibits and Reports on Form 8-K    21

SIGNATURES

   22

 

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PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

 

Consolidated Balance Sheets

(in thousands, except units outstanding)

(Unaudited)

 

    

March 31,

2004


   

December 31,

2003


 

Assets

                

Investments in real estate:

                

Rental properties

   $ 61,108     $ 59,167  

Accumulated depreciation

     (23,850 )     (23,314 )
    


 


Rental properties, net

     37,258       35,853  

Construction in progress

     563       769  

Land held for development

     1,086       1,549  
    


 


Total investments in real estate

     38,907       38,171  

Cash and cash equivalents

     150       1,136  

Accounts receivable

     969       951  

Deferred costs, net of accumulated amortization of $3,456 and $3,328 at March 31, 2004 and December 31, 2003, respectively

     1,666       1,505  

Prepaid expenses and other assets

     1,005       885  
    


 


Total assets

   $ 42,697     $ 42,648  
    


 


Liabilities and Partners’ equity

                

Liabilities:

                

Loan payable and line of credit

   $ 13,779     $ 13,828  

Accounts payable and other liabilities

     493       388  

Construction costs payable

     66       74  

Prepaid rent

     262       518  
    


 


Total liabilities

     14,600       14,808  
    


 


Commitments and contingent liabilities (Note 5)

                

Partners’ equity:

                

General Partners

     (427 )     (465 )

Limited Partners 88,609 and 88,919 limited partnership units outstanding at March 31, 2004 and December 31, 2003, respectively

     28,524       28,305  
    


 


Total partners’ equity

     28,097       27,840  
    


 


Total liabilities and partners’ equity

   $ 42,697     $ 42,648  
    


 


 

The accompanying notes are an integral part of these consolidated financial statements.

 

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RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

 

Consolidated Statements of Operations

(in thousands, except per unit amounts and units outstanding)

(Unaudited)

 

     Three months ended
March 31,


     2004

   2003

Revenue

             

Rental income

   $ 2,562    $ 1,929

Interest and other income

     22      38
    

  

Total revenue

     2,584      1,967
    

  

Expenses

             

Operating

     973      833

Interest expense

     249      90

Depreciation and amortization

     634      524

Expenses associated with undeveloped land

     47      78

General and administrative

     302      278
    

  

Total expenses

     2,205      1,803
    

  

Net income

   $ 379    $ 164
    

  

Basic and diluted net income per limited partnership unit

   $ 3.84    $ 1.63
    

  

Weighted average number of limited partnership units outstanding during each period

     88,751      90,743
    

  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

 

Consolidated Statement of Partners’ Equity

For the three months ended March 31, 2004

(in thousands)

(Unaudited)

 

     General
Partners


    Limited
Partners


    Total

 

Balance at December 31, 2003

   $ (465 )   $ 28,305     $ 27,840  

Redemption of limited partnership units

     —         (122 )     (122 )

Net income

     38       341       379  
    


 


 


Balance at March 31, 2004

   $ (427 )   $ 28,524     $ 28,097  
    


 


 


 

The accompanying notes are an integral part of these consolidated financial statements.

 

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RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

 

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

 

     Three months ended
March 31,


 
     2004

    2003

 

Cash flows from operating activities:

                

Net income

   $ 379     $ 164  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Depreciation and amortization

     634       524  

Amortization of loan fees, included in interest expense

     30       7  

Changes in certain assets and liabilities:

                

Accounts receivable

     (18 )     196  

Deferred costs

     (289 )     (495 )

Prepaid expenses and other assets

     (120 )     7  

Accounts payable and other liabilities

     105       177  

Prepaid rent

     (256 )     122  
    


 


Net cash provided by operating activities

     465       702  
    


 


Cash flows from investing activities:

                

Additions to real estate

     (1,280 )     (3,152 )
    


 


Cash flows from financing activities:

                

Line of credit draws

     —         70  

Principal payments on loans payable

     (49 )     (44 )

Redemption of limited partnership units

     (122 )     (89 )
    


 


Net cash used for financing activities

     (171 )     (63 )
    


 


Net decrease in cash and cash equivalents

     (986 )     (2,513 )

Cash and cash equivalents at beginning of period

     1,136       3,588  
    


 


Cash and cash equivalents at end of period

   $ 150     $ 1,075  
    


 


Supplemental disclosure of cash flow information:

                

Cash paid for interest

   $ 276     $ 204  
    


 


Interest capitalized

   $ 57     $ 121  
    


 


 

The accompanying notes are an integral part of these consolidated financial statements.

 

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RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

 

Notes to Consolidated Financial Statements

(Unaudited)

 

Note 1. ORGANIZATION

 

Rancon Realty Fund V, a California Limited Partnership, (“the Partnership”), was organized in accordance with the provisions of the California Revised Limited Partnership Act for the purpose of acquiring, developing, operating and disposing real property. The Partnership was organized in 1985 and reached final funding in February 1989. 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.

 

During the three months ended March 31, 2004, a total of 310 units of limited partnership interest (“Units”) were redeemed at an average price of $394. As of March 31, 2004, there were 88,609 Units outstanding.

 

In the opinion of RFC, the General Partner and Glenborough Realty Trust Incorporated (“Glenborough”), the Partnership’s asset and property manager, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal accruals) necessary to present fairly the consolidated financial position of the Partnership as of March 31, 2004, and the related consolidated statements of operations for the three months ended March 31, 2004 and 2003, partners’ equity for the three months ended March 31, 2004, and cash flows for the three months ended March 31, 2004 and 2003.

 

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 and net losses from operations are allocated 90% to the limited partners and 10% to the General Partner; however, if the limited partners and the General Partner have, as a result of an allocation of net loss, a deficit balance in their capital accounts, net loss shall not be allocated to the limited partners and General Partner in excess of the positive balance until the balances of the limited partners’ and General Partner’s capital accounts are reduced to zero. Capital accounts shall be determined after taking into account the other allocations and distributions for the fiscal year.

 

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 12% 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.

 

The terms of the Partnership agreement call for the general partner to restore any deficit 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 its absolute discretion that it is in the best interest of the Partnership; and (ii) all distributions are subject to the payment of partnership expenses and maintenance of reasonable reserves for debt service, alterations 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

 

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RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

 

Notes to Consolidated Financial Statements

(Unaudited)

 

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; (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; and (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.

 

Management Agreement

 

Effective January 1, 1995, Glenborough Corporation (“GC”) entered into an agreement with the Partnership and other related Partnerships (collectively, the Rancon Partnerships) to perform or contract on the Partnership’s behalf for financial, accounting, data processing, marketing, legal, investor relations, asset and development management and consulting services for a period of ten years or until the liquidation of the Partnership, whichever comes first. Effective January 1, 1998, the agreement was amended to eliminate GC’s responsibilities for providing investor relation services. Preferred Partnership Services, Inc., a California corporation unaffiliated with the Partnership, contracted to assume the investor relation services. In October 2000, GC merged into Glenborough Realty Trust Incorporated (“Glenborough”).

 

The Partnership will pay Glenborough for its services as follows: (i) a specified asset administration fee ($156,000 and $161,000 in the first quarter of 2004 and 2003, respectively); (ii) sales fees of 2% for improved properties and 4% for land; (iii) a refinancing fee of 1% ($59,000 in the first quarter of 2003); and (iv) a management fee of 5% of gross rental receipts. As part of this agreement, Glenborough will perform certain duties for the General Partner of the Rancon Partnerships. General Partner has assigned any distributions it receives to Glenborough. Such distributions were $0 for the quarter ended March 31, 2004. 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 RFC or the Partnership.

 

Risks and Uncertainties

 

The Partnership’s ability to (i) achieve positive cash flow from operations, (ii) meet its debt obligations, (iii) provide distributions either from operations or the ultimate disposition of the Partnership’s properties or (iv) continue as a going concern may be impacted by changes in interest rates, property values, local and regional economic conditions, or the entry of other competitors into the market. The accompanying consolidated financial statements do not provide for adjustments with regard to these uncertainties.

 

Note 2. SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting

 

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. They include the accounts of certain wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported results of operations during the reporting period. Actual results could differ from those estimates.

 

Consolidation

 

In May 1996, the Partnership formed Rancon Realty Fund V Tri-City Limited Partnership, a Delaware limited partnership (“RRF V Tri-City”). The limited partner of RRF V Tri-City is the Partnership and the general partner is Rancon Realty Fund V, Inc. (“RRF V, Inc.”), a corporation wholly owned by the Partnership. Since the Partnership owns 100% of RRF V, Inc. and indirectly owns 100% of RRF V Tri-City, the financial statements of RRF V, Inc. and RRF V Tri-City have been consolidated with those of the Partnership. All intercompany balances and transactions have been eliminated in consolidation.

 

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RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

 

Notes to Consolidated Financial Statements

(Unaudited)

 

Rental Properties

 

Rental properties, including the related land, are stated at cost unless events or circumstances indicate that cost cannot be recovered, in which case, the carrying value of the property is reduced to its estimated fair value. Estimated fair value: (i) is based upon the Partnership’s plans for the continued operations of each property; and (ii) is computed using estimated sales price, as determined by prevailing market values for comparable properties and/or the use of capitalization rates multiplied by annualized rental income based upon the age, construction and use of the building. The fulfillment of the Partnership’s plans related to each of its properties is dependent upon, among other things, the presence of economic conditions which will enable the Partnership to continue to hold and operate the properties prior to their eventual sale. Due to uncertainties inherent in the valuation process and in the economy, it is reasonably possible that the actual results of operating and disposing of the Partnership’s properties could be materially different than current expectations.

 

Depreciation is provided using the straight line method over useful lives ranging from five to forty years for the respective assets.

 

Land Held for Development and Construction In Progress

 

Land held for development and construction in progress 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: (i) is based on the Partnership’s plans for the development of each property; and (ii) considers the cost to complete and the estimated fair value of the completed project. The fulfillment of the Partnership’s plans related to each of its properties is dependent upon, among other things, the presence of economic conditions which will enable the Partnership to either hold the properties for eventual sale or obtain financing to further develop the properties.

 

Interest and property taxes related to property constructed by the Partnership are capitalized during the period of construction.

 

Cash and Cash Equivalents

 

The Partnership considers certificates of deposit and money market funds with original maturities of less than ninety days when purchased to be cash equivalents.

 

Fair Value of Financial Instruments

 

For certain financial instruments, including cash and cash equivalents, accounts receivable, loans payable, accounts payable, other liabilities, construction costs payable and prepaid rent, and line of credit ($5,270,000 as of March 31, 2004 and December 31, 2004), recorded amounts approximate fair value due to the relatively short maturity period. Based on interest rates available to the Partnership for debt with comparable maturities and other terms, the estimated fair value of the Partnership’s secured notes payable as of March 31, 2004, and December 31, 2003 would be approximately $9,978,000 and $10,218,000, respectively.

 

Deferred Costs

 

Deferred loan fees are amortized on a straight-line basis over the life of the related loan, which approximates the interest method, and deferred lease commissions are amortized on a straight-line basis over the initial fixed term of the related lease agreements.

 

Revenue

 

The Partnership recognizes rental revenue on a straight-line basis at amounts that it believes it will collect on a tenant by tenant basis. The estimation process may result in higher or lower levels from period to period as the Partnership’s collection experience and the credit quality of the Partnership’s tenants changes. Actual amounts collected could be lower or higher than the amounts recognized on a straight-line basis if specific tenants are unable to pay rent that the Partnership has previously recognized as revenue.

 

The Partnership’s portfolio of leases turns over continuously, with the number and value of expiring leases varying from year to year. The Partnership’s ability to re-lease the space to existing or new tenants at rates equal to or greater than those realized historically is impacted by, among other things, the economic conditions of the market in which a property is located, the availability of competing space, and the level of improvements which may be required at the property. No assurance can be given that the rental rates that the Partnership will obtain in the future will be equal to or greater than those obtained under existing contractual commitments.

 

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RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

 

Notes to Consolidated Financial Statements

(Unaudited)

 

Reimbursements from tenants for real estate taxes and other recoverable operating expenses are recognized as revenue in the period the applicable expenses are incurred. Differences between estimated and actual amounts are recognized in the subsequent year.

 

Net Income (Loss) Per Limited Partnership Unit

 

Net income (loss) per limited partnership unit is calculated using the weighted average number of limited partnership units outstanding during the period and the Limited Partners’ allocable share of the net income (loss).

 

Income Taxes

 

No provision for income taxes is included in the accompanying consolidated financial statements, as the Partnership’s results of operations are allocated to the partners for inclusion in their respective income tax returns. Net income (loss) and partners’ equity for financial reporting purposes will differ from the Partnership income tax return because of different accounting methods used for certain items, including depreciation expense, capitalization of development period interest and property taxes, income recognition and provisions for impairment of investments in real estate.

 

Concentration Risk

 

One tenant represented 13% of rental income for the three months ended March 31, 2004. No tenant represented more than 10% of rental income for the three months ended March 31, 2003.

 

Variable Interest Entities

 

In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46), “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51,” which addresses consolidation by business enterprises of variable interest entities (“VIEs”) either: (1) that do not have sufficient equity investment at risk to permit the entity to finance its activities without additional subordinated financial support, or (2) in which the equity investors lack an essential characteristic of a controlling financial interest. In December 2003, the FASB completed deliberations of proposed modifications to FIN 46 (FIN 46 Revised) resulting in multiple effective dates based on the nature as well as the creation date of the VIE. However, FIN 46 Revised must be applied no later than the first quarter of fiscal 2004. Special Purpose Entities (“SPEs”) created prior to February 1, 2003 may be accounted for under FIN 46 or FIN 46 Revised’s provisions no later than the fourth quarter of fiscal 2003. The Partnership has not entered into any arrangements which are considered SPEs. FIN 46 Revised may be applied prospectively with a cumulative-effect adjustment as of the date on which it is first applied or by restating previously issued financial statements for one or more years with a cumulative-effect adjustment as of the beginning of the first year restated. The disclosure requirements of FIN 46 Revised are effective for all financial statements initially issued after December 31, 2003. The adoption of FIN 46 Revised did not have any impact on the consolidated financial statements of the Partnership, since the Partnership has not entered into any arrangements with VIEs.

 

Reference to 2003 audited consolidated financial statements

 

These unaudited consolidated financial statements should be read in conjunction with the notes to audited consolidated financial statements included in the December 31, 2003 audited consolidated financial statements