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 June 30, 2002
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
California | 33-0098488 | |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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400 South El Camino Real, Suite 1100 San Mateo, California |
94402-1708 |
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(Address of principal executive offices) |
(Zip Code) |
(650) 343-9300
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 August 14, 2002: 93,322
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
RANCON REALTY FUND V,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Balance Sheets
(in thousands, except unit amounts)
(Unaudited)
June 30, | December 31, | |||||||||||
2002 | 2001 | |||||||||||
Assets |
||||||||||||
Investments in real estate: |
||||||||||||
Rental properties, gross |
$ | 48,022 | $ | 46,972 | ||||||||
Accumulated depreciation |
(20,508 | ) | (19,773 | ) | ||||||||
Rental properties, net |
27,514 | 27,199 | ||||||||||
Land held for development |
2,733 | 2,596 | ||||||||||
Total investments in real estate |
30,247 | 29,795 | ||||||||||
Cash and cash equivalents |
7,976 | 8,424 | ||||||||||
Accounts receivable |
1,158 | 1,166 | ||||||||||
Deferred financing costs and other fees, net of accumulated
amortization of $2,788 and $2,633 at June 30, 2002 and
December 31, 2001, respectively |
783 | 831 | ||||||||||
Prepaid expenses and other assets |
795 | 781 | ||||||||||
Total assets |
$ | 40,959 | $ | 40,997 | ||||||||
Liabilities and Partners Equity |
||||||||||||
Liabilities: |
||||||||||||
Note payable |
$ | 8,828 | $ | 8,910 | ||||||||
Accounts payable and other liabilities |
286 | 279 | ||||||||||
Total liabilities |
9,114 | 9,189 | ||||||||||
Commitments and contingent liabilities (Note 5) |
||||||||||||
Partners Equity: |
||||||||||||
General partners |
(233 | ) | (248 | ) | ||||||||
Limited partners 93,491 and 93,861 limited partnership units
outstanding at June 30, 2002 and December 31, 2001,
respectively |
32,078 | 32,056 | ||||||||||
Total partners equity |
31,845 | 31,808 | ||||||||||
Total liabilities and partners equity |
$ | 40,959 | $ | 40,997 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
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 | Six months ended | ||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||
2002 | 2001 | 2002 | 2001 | ||||||||||||||||
Revenues: |
|||||||||||||||||||
Rental income |
$ | 1,856 | $ | 1,794 | $ | 3,639 | $ | 3,586 | |||||||||||
Interest and other income |
67 | 136 | 136 | 289 | |||||||||||||||
Total revenues |
1,923 | 1,930 | 3,775 | 3,875 | |||||||||||||||
Expenses: |
|||||||||||||||||||
Operating |
807 | 723 | 1,554 | 1,452 | |||||||||||||||
Interest expense |
215 | 305 | 431 | 610 | |||||||||||||||
Depreciation and amortization |
449 | 432 | 876 | 855 | |||||||||||||||
Expenses associated with undeveloped land |
99 | 74 | 198 | 169 | |||||||||||||||
General and administrative |
299 | 294 | 565 | 694 | |||||||||||||||
Total expenses |
1,869 | 1,828 | 3,624 | 3,780 | |||||||||||||||
Net income |
$ | 54 | $ | 102 | $ | 151 | $ | 95 | |||||||||||
Net income per limited partnership
unit |
$ | 0.52 | $ | 0.97 | $ | 1.45 | $ | 0.90 | |||||||||||
Distributions per limited partnership unit: |
|||||||||||||||||||
From net income |
$ | | $ | | $ | | $ | | |||||||||||
Representing return of capital |
| | | | |||||||||||||||
Total distributions per limited
partnership unit |
$ | | $ | | $ | | $ | | |||||||||||
Weighted average number of limited
partnership units outstanding during each
period used to compute net income per limited
partnership unit |
93,540 | 94,168 | 93,645 | 94,254 | |||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
RANCON REALTY FUND V,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statement of Partners Equity
For the six months ended June 30, 2002
(in thousands)
(Unaudited)
General | Limited | |||||||||||
Partners | Partners | Total | ||||||||||
Balance at December 31, 2001 |
$ | (248 | ) | $ | 32,056 | $ | 31,808 | |||||
Retirement of limited partnership units |
| (114 | ) | (114 | ) | |||||||
Net income |
15 | 136 | 151 | |||||||||
Balance at June 30, 2002 |
$ | (233 | ) | $ | 32,078 | $ | 31,845 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
4
RANCON REALTY FUND V,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
Six months ended | ||||||||||||
June 30, | ||||||||||||
2002 | 2001 | |||||||||||
Cash flows from operating activities: |
||||||||||||
Net income |
$ | 151 | $ | 95 | ||||||||
Adjustments to reconcile net income
to net cash provided by operating activities: |
||||||||||||
Depreciation and amortization |
876 | 855 | ||||||||||
Amortization of loan fees, included in
interest expense |
14 | 20 | ||||||||||
Changes in certain assets and liabilities: |
||||||||||||
Accounts receivable |
8 | 32 | ||||||||||
Deferred financing costs and other fees |
(107 | ) | (87 | ) | ||||||||
Prepaid expenses and other assets |
(14 | ) | (94 | ) | ||||||||
Accounts payable and other liabilities |
7 | 9 | ||||||||||
Net cash provided by operating activities |
935 | 830 | ||||||||||
Cash flows from investing activities: additions to real estate |
(1,187 | ) | (1,009 | ) | ||||||||
Cash flows from financing activities: |
||||||||||||
Notes payable principal payments |
(82 | ) | (119 | ) | ||||||||
Retirement of limited partnership units |
(114 | ) | (92 | ) | ||||||||
Distributions to General Partner |
| (145 | ) | |||||||||
Net cash used for financing activities |
(196 | ) | (356 | ) | ||||||||
Net decrease in cash and cash equivalents |
(448 | ) | (535 | ) | ||||||||
Cash and cash equivalents at beginning of period |
8,424 | 10,395 | ||||||||||
Cash and cash equivalents at end of period |
$ | 7,976 | $ | 9,860 | ||||||||
Supplemental disclosure of cash flow information: |
||||||||||||
Cash paid for interest |
$ | 417 | $ | 590 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
RANCON REALTY FUND V
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
June 30, 2002
(Unaudited)
Note 1. THE PARTNERSHIP
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 of real property. 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 reached final funding in February 1989.
In November 2000, the Partnership offered to redeem the units of limited partnership interest (the Units) in the Partnership held by investors who own no more than four Units in total under any single registered title (the Small Investments) at a purchase price of $284 per Unit. In 2001, a total of 590 Units were redeemed. During the six months ended June 30, 2002, a total of 370 Units were repurchased. As of June 30, 2002, there were 93,491 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 June 30, 2002 and December 31, 2001, and the related consolidated statements of operations and cash flows for the six months ended June 30, 2002 and 2001.
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 partners; however, if the limited partners and the general partners 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 partners 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 partners 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 partners into the ratio of 4 to 1; and (iv) the balance, if any, 80% to the limited partners and 20% to the general partners. In no event shall the general partners 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 partners. 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.
6
RANCON REALTY FUND V
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
June 30, 2002
(Unaudited)
General Partner and 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.
The Partnership will pay Glenborough for its services as follows: (i) a specified asset administration fee ($322,000 & $325,000 as of June 30, 2002 and 2001, respectively); (ii) sales fees of 2% for improved properties and 4% for land; (iii) a refinancing fee of 1% 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. 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 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.
New Accounting Pronouncements
In June 2001, the FASB approved for issuance SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred and that the associated asset retirement costs be capitalized as part of the carrying value of the related long-lived asset. SFAS No. 143 will be effective January 1, 2003 for the Partnership. Management does not expect this standard to have a material impact on the Partnerships consolidated financial position or results of operations.
In August 2001, the FASB approved for issuance SFAS No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 broadens the
presentation of discontinued operations to include more transactions and
eliminates the need to accrue for future operating losses. Additionally, SFAS
No. 144 prohibits the retroactive classification of assets as held for sale and
requires revisions to the depreciable lives of long-lived assets to be
abandoned. SFAS No. 144 was effective January 1, 2002 for the Partnership. This
new standard does
7
Table of Contents
RANCON REALTY FUND V
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
June 30, 2002
(Unaudited)
not currently have a material impact on the Partnerships consolidated financial position and results of operations, but may in future periods.
In May 2002, the FASB approved for issuance SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS 145 requires gains and losses from extinguishment of debt to be classified as an extraordinary item only if the criteria in APB No. 30 has been met. Further, lease modifications with economic effects similar to sale-leaseback transactions must be accounted for in the same manner as sale-leaseback transactions. While the technical corrections to existing pronouncements are not substantive in nature, in some instances they may change accounting practice. SFAS No. 145 will be effective January 1, 2003 for the Partnership. Management is currently assessing the impact of this new standard on the Partnerships consolidated financial position and results of operations.
In June 2002, the FASB approved for issuance SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS 146 addresses accounting and reporting for costs associated with exit and disposal activities and supercedes Emerging Issues Task Force Issue No. 94-3 (EITF 94-3), Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, as defined by the Statement. Under EITF 94-3, an exit cost was recognized at the date an entity committed to an exit plan. Additionally, SFAS 146 provides that exit and disposal costs should be measured at fair value and that the associated liability will be adjusted for changes in estimated cash flows. The provisions of SFAS 146 are effective for exit and disposal activities that are initiated after December 31, 2002.
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.
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 five to forty years of the useful lives of the respective assets.
Land Held for Development Land held for development is stated at cost, unless events or circumstances indicate that cost cannot be recovered, in which case the carrying value is reduced to estimated fair value. Estimated fair value: (i) is based on the Partnerships plans for the development of each property; (ii) is computed using estimated sales price, based upon market values for comparable properties, and (iii) 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.
8
RANCON REALTY FUND V
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
June 30, 2002
(Unaudited)
Cash and Cash Equivalents The Partnership considers certificates of deposit and money market funds with original maturities of less than ninety days to be cash equivalents.
Fair Value of Financial Instruments For certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and other liabilities, 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, the carrying value of the Partnerships notes payable approximates fair value.
Deferred Financing Costs and Other Fees Deferred loan fees are amortized on a straight-line basis over the life of the related loan and deferred lease commissions are amortized over the initial fixed term of the related lease agreement.
Revenues All leases are classified as operating leases. Rental revenue is recognized as earned over the terms of the related leases.
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.
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.
Sales of Real Estate The Partnership recognizes sales of real estate when a contract is in place, a closing has taken place, the buyers investment is adequate to demonstrate a commitment to pay for the property and the Partnership does not have a substantial continuing involvement in the property. Each property is considered a separately identifiable component of the Partnership and is reported in discontinued operations when the operations and cash flows of the Property have been (or will be) eliminated from the ongoing operations of the Partnership as a result of the disposal transaction and the Property will not have any significant continuing involvement in the operations of the Partnership after the disposal transaction.
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 statement, 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, income recognition and provisions for impairment of investments in real estate.
Concentration risk No single tenant or affiliated group of tenants occupied more than 10 percent of total rentable square feet or represented more than 10 percent of rental income for the six months ended June 30, 2002, and 2001, respectively.
Reference to 2001 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, 2001 audited consolidated financial statements on Form 10-K.
9
RANCON REALTY FUND V
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
June 30, 2002
(Unaudited)
Note 3. INVESTMENTS IN REAL ESTATE
Rental properties consisted of the following at June 30, 2002 and December 31, 2001 (in thousands):
2002 | 2001 | |||||||
Land |
$ | 5,197 | $ | 5,197 | ||||
Buildings |
27,047 | 27,053 | ||||||
Leasehold and other improvements |
15,778 | 14,722 | ||||||
48,022 | 46,972 | |||||||
Less: accumulated depreciation |
(20,508 | ) | (19,773 | ) | ||||
Total rental properties, net |
$ | 27,514 | $ | 27,199 | ||||
At June 30, 2002, the Partnerships rental properties included five office and three retail projects, aggregating approximately 448,000 rentable square feet, at the Tri-City Corporate Centre in San Bernardino, California.
Land held for development consists of the following at June 30, 2002 and December 31, 2001 (in thousands):
2002 | 2001 | |||||||
14 acres at Tri-City Corporate Centre, San Bernardino, CA |
$ | 2,733 | $ | 2,596 | ||||
Note 4. NOTE PAYABLE
The following note payable was outstanding as of June 30, 2002 and December 31, 2001 (in thousands):
2002 | 2001 | |||||||
Note payable, secured by first deed of trust on Lakeside Tower, One Parkside and Two Carnegie Plaza. The loan, which matures August 1, 2006, is a 10-year, 9.39% fixed rate loan with a 25-year amortization requiring monthly principal and interest payments of $83 | $ | 8,828 | $ | 8,910 | ||||
Note 5. COMMITMENTS AND CONTINGENT LIABILITIES
Environmental Matters The Partnership follows a policy of monitoring its properties for the presence of hazardous or toxic substances. The Partnership is not aware of any environmental liability with respect to the properties that would have a material adverse effect on the Partnerships business, assets or results of operations. There can be no assurance that such a material environmental liability does not exist. The existence of any such material environmental liability could have an adverse effect on the Partnerships results of operations and cash flows.
General Uninsured Losses The Partnership carries comprehensive liability, fire, flood, extended coverage and rental loss insurance with policy specifications, limits and deductibles customarily carried for similar properties. There are, however, certain types of extraordinary losses, which may be either uninsurable, or not economically insurable. Further, certain of the properties are located in areas that are subject to earthquake activity. Should a property sustain damage as a result of an earthquake, the Partnership may incur losses due to insurance deductibles, co-payments on insured losses or uninsured losses. Should an uninsured loss occur, the Partnership could lose its investment in, and anticipated profits and cash flows from, a property.
10
RANCON REALTY FUND V
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
June 30, 2002
(Unaudited)
Other Matters The Partnership is contingently liable for subordinated real estate commissions payable to the General Partner in the amount of $102,000 at June 30, 2002 for sales that occurred in previous years. The subordinated real estate commissions are payable only after the Limited Partners have received distributions equal to their original invested capital plus a cumulative non-compounded return of six percent per annum on their adjusted invested capital. Since the circumstances under which these commissions would be payable are limited, the liability has not been recognized in the accompanying consolidated financial statements; however, the amount will be recorded when and if it becomes payable.
11
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
New Accounting Pronouncements
During 2001, the Financial Accounting Standards Board (FASB) approved for issuance a number of new accounting standards. Management does not expect these new accounting standards to have a material impact on the Partnerships consolidated financial position or results of operations, although they may in future periods. These new accounting standards are discussed in more detail in the notes to the accompanying consolidated financial statements.
Liquidity and Capital Resources
The following discussion should be read in conjunction with the Partnerships December 31, 2001 audited consolidated financial statements and the notes thereto.
As of June 30, 2002, the Partnership had cash of $7,976,000. The remainder of the Partnerships assets consist primarily of its net investments in real estate, totaling approximately $30,247,000 which includes $27,514,000 in rental properties and $2,733,000 of land held for development within the Tri-City area.
The Partnerships primary liability is a note payable of approximately $8,828,000 at June 30, 2002, which consists of a secured fixed rate loan encumbering properties with an aggregate net book value of approximately $15,097,000 and with a maturity date of August 1, 2006. This note requires monthly principal and interest payments of $83,000 and bears a fixed interest rate of 9.39%.
The Partnership is contingently liable for subordinated real estate commissions payable to the General Partner in the amount of $102,000 at June 30, 2002 for sales that occurred in previous years. The subordinated real estate commissions are payable only after the Limited Partners have received distributions equal to their original invested capital plus a cumulative non-compounded return of six percent per annum on their adjusted invested capital. Since the circumstances under which these commissions would be payable are limited, the liability has not been recognized in the accompanying consolidated financial statements; however, the amount will be recorded when and if it becomes payable.
Operationally, the Partnerships primary source of funds consists of cash provided by its rental activities. Other sources of funds may include permanent financing, property sales, interest income on certificates of deposit and other deposits of funds invested temporarily. Cash generated from property sales is generally added to the Partnerships cash reserves, pending use in development of other properties or distribution to the partners.
Management believes that the Partnerships cash balance at June 30, 2002, together with cash from operations, sales and financings will be sufficient to finance the Partnerships and the properties continued operations and development plans on a short-term basis and for the reasonably foreseeable future. There can be no assurance that the Partnerships results of operations will not fluctuate in the future and at times affect its ability to meet its operating requirements.
The Partnership knows of no demands, commitments, events or uncertainties, which might affect its capital resources in any material respect. In addition, the Partnership is not subject to any covenants pursuant to its secured debt that would constrain its ability to obtain additional capital.
Operating Activities
For the six months ended June 30, 2002, the Partnerships cash provided by operating activities totaled $935,000.
The $8,000 decrease in accounts receivable at June 30, 2002, compared to December 31, 2001, was primarily due to the collection of tenant rents receivable.
The $107,000 increase in deferred financing costs and other fees at June 30, 2002, compared to December 31, 2001, was primarily due to lease commissions paid for new and renewal leases.
The $14,000 increase in prepaid expenses and other assets at June 30, 2002, compared to December 31, 2001, was primarily due to prepayment of the third quarter investor service fees.
12
The $7,000 increase in accounts payable and other liabilities at June 30, 2002, compared to December 31, 2001, was primarily due to an accrual for investor service expenses, offset by the payment of accrued building operating expenses and tax preparation fees.
Investing Activities
During the six months ended June 30, 2002, the Partnerships cash used for investing activities totaled $1,187,000 which consisted of $626,000 for lobby renovations and building improvements at One Carnegie Plaza, Two Carnegie Plaza, and Lakeside Tower, $424,000 for tenant improvements at One Carnegie Plaza, Two Carnegie Plaza, Palm Court Retail # 3 and Lakeside Tower, and $137,000 in land developments at Harriman Plaza and Two Parkside.
Financing Activities
During the six months ended June 30, 2002, the Partnerships cash used for financing activities totaled $196,000, which consisted of $82,000 in principal payments on the note payable, and $114,000 paid to redeem 370 limited partnership units (Units).
Results of Operations
Revenues
Rental income varied slightly for the three and six months ended June 30, 2002, compared to the three and six months ended June 30, 2001, respectively, primarily due to increases in occupancy at One Carnegie Plaza, Two Carnegie Plaza, Carnegie Business Center II, and Palm Court Retail #3, offset by the sale of the Santa Fe property.
Occupancy rates at the Partnerships Tri-City properties as of June 30, 2002 and 2001 were as follows:
June 30, | ||||||||
2002 | 2001 | |||||||
One Carnegie Plaza |
88 | % | 63 | % | ||||
Two Carnegie Plaza |
91 | % | 78 | % | ||||
Carnegie Business Center II |
92 | % | 69 | % | ||||
Lakeside Tower |
97 | % | 96 | % | ||||
One Parkside |
100 | % | 100 | % | ||||
Ballys Health Club |
100 | % | 100 | % | ||||
Outback Steakhouse |
100 | % | 100 | % | ||||
Palm Court Retail #3 |
100 | % | 80 | % |
As of June 30, 2002, tenants at Tri-City Corporate Centre occupying substantial portions of leased rental space included: (i) Chicago Title with a lease through February 2004; (ii) New York Life Insurance with a lease through May 2004; (iii) Paychex with a lease through July 2004; (iv) Computer Associates with a lease through November 2005; (v) Lewis, Damato & Brisbois et al with a lease through November 2005; and (vi) Holiday Spa Health Club with a lease through December 2010. These six tenants, in the aggregate, occupy approximately 139,000 square feet of the 448,000 total rentable square feet at Tri-City and account for approximately 33% of the rental income generated at Tri-City for the Partnership.
The 25% increase in occupancy from June 30, 2001 to June 30, 2002 at One Carnegie Plaza was due to leasing 15,000 square feet to two new tenants, and a 12,000 square foot expansion for three existing tenants.
The 13% increase in occupancy from June 30, 2001 to June 30, 2002 at Two Carnegie Plaza was due to leasing 12,300 square feet to several new tenants, slightly offset by a decrease of 3,700 square feet due to a tenant moving out upon its lease expiration.
The 23% increase in occupancy from June 30, 2001 to June 30, 2002 at Carnegie Business Center II was due to leasing 11,700 square feet to two new tenants.
The 20% increase in occupancy from June 30, 2001 to June 30, 2002 at Palm Court Retail #3 was due to leasing 1,200 square feet to a new tenant.
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Interest and other income decreased $69,000 and $153,000 for the three and six months ended June 30, 2002, compared to the three and six months ended June 30, 2001, respectively, primarily due to a lower invested cash balance resulting from the November 2001 payoff of a $4 million note payable secured by One Carnegie Plaza, and the distributions to Limited Partners in November 2001.
Expenses
Operating expenses increased $84,000, or 12%, and $102,000, or 7%, for the three and six months ended June 30, 2002, compared to the three and six months ended June 30, 2001, respectively, primarily due to increases in utility costs and increases in occupancy at One Carnegie, Two Carnegie, Carnegie Business Center II and Palm Court Retail #3, slightly offset by the sale of the Santa Fe property.
Interest expense decreased $90,000, or 30%, and $179,000, or 29%, for the three and six months ended June 30, 2002, compared to the three and six months ended June 30, 2001, respectively, due to the payoff of a $4 million loan in November 2001 as discussed above.
Depreciation and amortization slightly increased for the three and six months ended June 30, 2002, compared to the three and six months ended June 30, 2001, respectively, primarily due to additions to real estate.
Expenses associated with undeveloped land increased $25,000, or 34%, and $29,000, or 17%, for the three and six months ended June 30, 2002, compared to the three and six months ended June 30, 2001, respectively, primarily due to an increase in security patrol expense and parking lot sweeping expense.
General and administrative expenses decreased $129,000, or 19%, for the six months ended June 30, 2002, compared to the six months ended June 30, 2001, primarily due to a decrease in legal expenses and investor service expenses related to the redemption program. Legal expenses in 2001 were related to litigation with the sole tenant at the Santa Fe property which was settled with the sale of the property in August 2001.
Critical Accounting Policies
Revenue recognized on a straight-line basis
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, or if other tenants remain whom the Partnership previously believed would not.
Carrying value of rental properties and land held for development
The Partnerships rental properties, including the related land, are stated at depreciated cost unless events or circumstances indicate that depreciated cost cannot be recovered, in which case, the carrying value of the property is reduced to its estimated fair value. Estimated fair value is based upon (i) 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.
Land held for development is stated at cost unless events or circumstances indicate that cost cannot be recovered, in which case, the carrying value is reduced to estimated fair value. Estimated fair value: (i) is based on the Partnerships plans for the development of each property; (ii) is computed using estimated sales price, based upon market values for comparable properties; and (iii) 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.
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The actual value of the Partnerships portfolio of properties and land held for development could be significantly higher or lower than their carrying amounts.
Provision for income taxes
No provision for income taxes is included in the 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 (deficit) for financial reporting purposes will differ from the Partnership income tax return because of different accounting methods used for certain items, including depreciation expense, provisions for impairment of investments in real estate, capitalization of development period interest, and rental income and loss recognition.
The Partnerships tax returns, the qualification of the Partnership as a partnership for federal income tax purposes, and the amount of income or loss are subject to examination by federal and state taxing authorities. If such examinations result in changes to the Partnerships taxable income or loss, the tax liability of the partners could change accordingly.
Item 3. Qualitative and Quantitative Information About Market Risk
Interest Rates
The Partnerships primary market risk exposure is to changes in interest rates obtainable on its secured borrowings. The Partnership does not believe that changes in market interest rates will have a material impact on the performance or fair value of its portfolio.
For debt obligations, the table below presents principal cash flows and interest rates by expected maturity dates.
Expected Maturity Date | ||||||||||||||||||||||||||||
2003 | 2004 | 2005 | 2006 | Thereafter | Total | Fair Value | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||
Secured Fixed |
$ | 176 | $ | 193 | $ | 213 | 8,246 | N/A | $ | 8,828 | $ | 8,828 | ||||||||||||||||
Average interest rate |
9.39 | % | 9.39 | % | 9.39 | % | 9.39 | % | N/A | 9.39 | % |
The Partnership believes that the interest rates given in the table for fixed rate borrowings approximate the rates the Partnership could currently obtain for instruments of similar terms and maturities and that the fair values of such instruments approximate carrying value at June 30, 2002.
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Part II. OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
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:
None
(b) Reports on Form 8-K (incorporated herein by reference):
On July 25, 2002, the Partnership filed a report on Form 8-K regarding changes in registrants certifying accountant. |
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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 REALTY FUND V, a California limited partnership |
||||||
By | Rancon Financial Corporation a California corporation, its General Partner |
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Date: August 14, 2002 | By: | /s/ DANIEL L. STEPHENSON | ||||
Daniel L. Stephenson, President | ||||||
Date: August 14, 2002 | By: | /s/ DANIEL L. STEPHENSON | ||||
Daniel L. Stephenson, General Partner |
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