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
(Registrants 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
RANCON REALTY FUND V,
A CALIFORNIA LIMITED PARTNERSHIP
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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: |
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| 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) |
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| Partners equity: |
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| 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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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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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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A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
| Three months ended March 31, |
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| 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: |
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| 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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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 Partnerships 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 Partners 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 Unitholders 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 Partnerships 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 GCs 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 Partnerships 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 Partnerships 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 Partnerships 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 Partnerships 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 Partnerships 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 Partnerships 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 Partnerships 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 Partnerships 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 Partnerships collection experience and the credit quality of the Partnerships 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 Partnerships portfolio of leases turns over continuously, with the number and value of expiring leases varying from year to year. The Partnerships 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.
9
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 Partnerships 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 Reviseds 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