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Table of Contents

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, 2003

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   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
400 South El Camino Real, Suite 1100     
San Mateo, California   94402-1708

 
 
(Address of principal   (Zip Code)
executive offices)     

(650) 343-9300


(Registrant’s telephone number, including area code)

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

Yes   [X]   No   [  ]

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, 2003: 90,473

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TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statement of Partners’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Qualitative and Quantitative Information About Market Risk
Item 4. Controls and procedures
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99


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, 2003 and December 31, 2002
    3  
         
Consolidated Statements of Income for the three months ended March 31, 2003 and 2002
    4  
         
Consolidated Statement of Partners’ Equity for the three months ended March 31, 2003
    5  
         
Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002
    6  
         
Notes to Consolidated Financial Statements
    7-12  
Item 2.  
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    13-15  
Item 3.  
Qualitative and Quantitative Information About Market Risk
    15-16  
Item 4.  
Controls and Procedures
    16  
PART II  
OTHER INFORMATION
       
Item 1.  
Legal Proceedings
    17  
Item 4.  
Submission of Matters to a Vote of Security Holders
    17  
Item 6.  
Exhibits and Reports on Form 8-K
    17  
SIGNATURES  
 
    18  

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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,   December 31,
        2003   2002
       
 
ASSETS
               
Investments in real estate:
               
 
Rental properties, gross
  $ 48,956     $ 48,611  
 
Accumulated depreciation
    (21,749 )     (21,306 )
 
 
   
     
 
 
Rental properties, net
    27,207       27,305  
 
Construction in progress
    6,292       3,678  
 
Land held for development
    2,077       2,073  
 
 
   
     
 
   
Total investments in real estate
    35,576       33,056  
Cash and cash equivalents
    1,075       3,588  
Accounts receivable
    1,092       1,288  
Deferred costs and other fees, net of accumulated amortization of $3,036 and $2,948 at March 31, 2003 and December 31, 2002, respectively
    1,334       927  
Prepaid expenses and other assets
    759       766  
 
 
   
     
 
   
Total assets
  $ 39,836     $ 39,625  
 
 
   
     
 
LIABILITIES AND PARTNERS’ EQUITY
               
Liabilities:
               
 
Notes payable and Line of Credit
  $ 8,768     $ 8,742  
 
Accounts payable and other liabilities
    547       370  
 
Construction costs payable
    839       1,028  
 
Prepaid rent
    122        
 
 
   
     
 
   
Total liabilities
    10,276       10,140  
 
 
   
     
 
Commitments and contingent liabilities (Note 5)
               
Partners’ equity:
               
 
General Partners
    (359 )     (375 )
 
Limited Partners, 90,679 and 90,917 limited partnership units outstanding at March 31, 2003 and December 31, 2002, respectively
    29,919       29,860  
 
 
   
     
 
   
Total partners’ equity
    29,560       29,485  
 
 
   
     
 
   
Total liabilities and partners’ equity
  $ 39,836     $ 39,625  
 
 
   
     
 

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

                     
        Three months ended
        March 31,
       
        2003   2002
       
 
REVENUE
               
 
Rental income
  $ 1,929     $ 1,783  
 
Interest and other income
    38       69  
 
 
   
     
 
   
Total revenue
    1,967       1,852  
 
 
   
     
 
EXPENSES
               
 
Operating
    833       747  
 
Interest expense
    90       216  
 
Depreciation and amortization
    524       427  
 
Expenses associated with undeveloped land
    78       99  
 
General and administrative
    278       266  
 
 
   
     
 
   
Total expenses
    1,803       1,755  
 
 
   
     
 
Net income
  $ 164     $ 97  
 
 
   
     
 
Basic and diluted net income per limited partnership unit
  $ 1.63     $ 0.93  
 
 
   
     
 
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
    90,743       93,750  
 
 
   
     
 

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, 2003
(in thousands)
(Unaudited)

                         
    General
Partners
  Limited
Partners
  Total
   
 
 
Balance at December 31, 2002
  $ (375 )   $ 29,860     $ 29,485  
Redemption of limited partnership units
          (89 )     (89 )
Net income
    16       148       164  
 
   
     
     
 
Balance at March 31, 2003
  $ (359 )   $ 29,919     $ 29,560  
 
   
     
     
 

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,
         
          2003   2002
         
 
CASH FLOWS FROM OPERATING ACTIVITIES:
               
 
Net income
  $ 164     $ 97  
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
   
Depreciation and amortization
    524       427  
   
Amortization of loan fees, included in interest expense
    7       7  
   
Changes in certain assets and liabilities:
               
     
Accounts receivable
    196       42  
     
Deferred financing costs and other fees
    (495 )     (38 )
     
Prepaid expenses and other assets
    7       (94 )
     
Accounts payable and other liabilities
    177       176  
     
Prepaid rent
    122        
 
 
   
     
 
     
Net cash provided by operating activities
    702       617  
 
 
   
     
 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
 
Additions to investments in real estate
    (3,152 )     (721 )
 
 
   
     
 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
 
Line of credit draws
    70        
 
Notes payable principal payments
    (44 )     (40 )
 
Redemption of limited partnership units
    (89 )     (39 )
 
 
   
     
 
     
Net cash used for financing activities
    (63 )     (79 )
 
 
   
     
 
Net decrease in cash and cash equivalents
    (2,513 )     (183 )
Cash and cash equivalents at beginning of period
    3,588       8,424  
 
 
   
     
 
Cash and cash equivalents at end of period
  $ 1,075     $ 8,241  
 
 
   
     
 
Supplemental disclosure of cash flow information:
               
 
     Cash paid for interest (including capitalized interest of $122 in 2003)
  $ 204     $ 209  
 
 
   
     
 

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

March 31, 2003
(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 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.

During the three months ended March 31, 2003, a total of 238 units of limited partnership interest (“Units”) were redeemed at an average price of $375. As of March 31, 2003, there were 90,679 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, 2003, and the related consolidated statements of operations and cash flows for the three months ended March 31, 2003 and 2002.

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

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RANCON REALTY FUND V,
A CALIFORNIA LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements

March 31, 2003
(Unaudited)

Unit is reduced to zero; (ii) second, 1 percent to the General Partner and 99 percent to the limited partners until each of the 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.

All cash from a sale or disposition of substantially all of the assets (as defined in the Partnership Agreement ) and any cash, other than cash from operations, available for distribution to partners during the dissolution and termination of the Partnership, shall be distributed to the partners: (i) first, in proportion to and to the extent of the positive balances of their capital accounts; and (ii) the remaining balance, if any, in accordance with distributions of cash from sales or refinancing above.

The terms of the Partnership Agreement call for the General Partner to restore any deficits 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.

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.

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 2003 and 2002, 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. 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.

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%

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RANCON REALTY FUND V,
A CALIFORNIA LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements

March 31, 2003
(Unaudited)

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.

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 143, “Accounting for Asset Retirement Obligations.” SFAS 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 143 was adopted by the Partnership on January 1, 2003. This standard did not have a material impact on the Partnership’s consolidated financial position or results of operations.

In May 2002, the FASB approved for issuance SFAS 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 145 was adopted by the Partnership on January 1, 2003 for the Partnership. This standard did not have a material impact on the Partnership’s consolidated financial position and results of operations.

In June 2002, the FASB approved for issuance SFAS 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. This standard did not have a material impact on the Partnership’s consolidated financial position and results of operations since there have been no exit or disposal activities since January 1, 2003.

In November 2002, the FASB approved for issuance FASB Interpretation 45 (FIN 45), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” FIN 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for financial statements of interim and annual periods ending after December 15, 2002. The Partnership does not provide for any guarantees, therefore, the pronouncement did not have any impact on the Partnership’s financial position or results of operations.

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.

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RANCON REALTY FUND V,
A CALIFORNIA LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements

March 31, 2003
(Unaudited)

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 for further development.

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.

Deferred 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.

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 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.

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, 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 three months ended March 31, 2003 and 2002, respectively.

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RANCON REALTY FUND V,
A CALIFORNIA LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements

March 31, 2003
(Unaudited)

Reference to 2002 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, 2002 audited consolidated financial statements on Form 10-K.

     
Note 3.   INVESTMENTS IN REAL ESTATE

Rental properties consisted of the following at March 31, 2003 and December 31, 2002 (in thousands):

                 
    2003   2002
   
 
Land
  $ 5,197     $ 5,197  
Buildings
    27,046       27,046  
Leasehold and other improvements
    16,713       16,368  
 
   
     
 
 
    48,956       48,611  
Less: accumulated depreciation
    (21,749 )     (21,306 )
 
   
     
 
Total rental properties, net
  $ 27,207     $ 27,305  
 
   
     
 

The Partnership’s rental properties include five office and three retail projects, aggregating approximately 448,000 rentable square feet, at the Tri-City Corporate Centre in San Bernardino, California.

Construction in progress consisted of the following at December 31, 2002 and 2001 (in thousands):

                 
    2003   2002
   
 
Tri-City Corporate Centre, San Bernardino, CA (approximately 6.5 acres land)
  $ 6,292     $ 3,678  
 
   
     
 

Construction in progress increased primarily due to construction costs at Two Parkside and Harriman Plaza.

In March 2003, the Partnership obtained a $6,000,000 line of credit secured by One Carnegie Plaza and Carnegie Business Center II from a bank. This line of credit will be used primarily to fund the construction costs at Two Parkside and Harriman Plaza. See below for further discussion.

Land held for development consisted of the following at March 31, 2003 and December 31, 2002 (in thousands):

                 
    2003   2002
   
 
Tri-City Corporate Centre, San Bernardino, CA (7.5 acres at March 31, 2003 and December 31, 2002, respectively)
  $ 2,077     $ 2,073  
 
   
     
 
     
Note 4.   NOTE PAYABLE AND LINE OF CREDIT

Note payable as of March 31, 2003 and December 31, 2002, were as follows (in thousands):

                   
      2003   2002
     
 
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   $ 8,698     $ 8,742  
Line of credit with a total availability of $6 million secured by first deeds of trust on One Carnegie Plaza and Carnegie Business Center II with a variable interest rate of lender’s “Prime Rate” plus 0.75% points over the index with the floor set at 5.5% (5.5% as of March 31, 2003), monthly interest-only payments, and a maturity date of March 5, 2005     70        
 
   
     
 
 
Total notes payable
  $ 8,768     $ 8,742  
 
   
     
 

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RANCON REALTY FUND V,
A CALIFORNIA LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements

March 31, 2003
(Unaudited)

The annual maturities on the Partnership’s note payable and line of credit for the next five years and thereafter, as of March 31, 2003, are as follows (in thousands):

                 
    Year ended        
    December 31,        
   
       
 
    2003     $ 140  
 
    2004       203  
 
    2005       292  
 
    2006       8,133  
 
           
 
 
  Total   $ 8,768  
 
           
 
     
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 Partnership’s 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 Partnership’s 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.

Other Matters

The Partnership is contingently liable for subordinated real estate commissions payable to the General Partner in the amount of $102,000 at March 31, 2003 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.

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

Results of Operations

Comparison of the three months ended March 31, 2003 to the three months ended March 31, 2002

Revenue

Rental income for the three months ended March 31, 2003 increased $146,000, compared to the three months ended March 31, 2002, primarily due to an increase in occupancy at One Carnegie Plaza and Two Carnegie Plaza.

Occupancy rates at the Partnership’s Tri-City properties were as follows:

                 
    March 31,
   
    2003   2002
   
 
One Carnegie Plaza
    97 %     88 %
Two Carnegie Plaza
    96 %     89 %
Carnegie Business Center II
    91 %     88 %
Lakeside Tower
    93 %     95 %
One Parkside
    100 %     100 %
Bally’s Health Club
    100 %     100 %
Outback Steakhouse
    100 %     100 %
Palm Court Retail #3
    100 %     100 %
Weighted average occupancy
    96 %     93 %

As of March 31, 2003, 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) Holiday Spa Health Club with a lease through December 2010; and (vi) Lewis, D’amato & Brisbois et al with a lease through November 2012. These six tenants, in the aggregate, occupy approximately 140,000 square feet of the 448,000 total rentable square feet at Tri-City and account for approximately 34% of the rental income generated at Tri-City for the Partnership.

The 9% increase in occupancy from March 31, 2002 to March 31, 2003 at One Carnegie Plaza was due to leasing 6,216 square feet to a new tenant, and expansion of two existing tenants into approximately 3,432 square feet of previously vacant space.

The 7% increase in occupancy from March 31, 2002 to March 31, 2003 at Two Carnegie Plaza was due to leasing 2,119 square feet to two new tenants, and expansion of two existing tenants into approximately 2,119 square feet of previously vacant space.

Interest and other income decreased $31,000 for the three months ended March 31, 2003, compared to the three months ended March 31, 2002, primarily due to a lower invested cash balance resulting from payment of the construction costs at Two Parkside and Harriman Plaza..

Expenses

Operating expenses increased $86,000, or 12%, for the three months ended March 31, 2003, compared to the three months ended March 31, 2002 primarily due to an increase in occupancy at One Carnegie Plaza and Two Carnegie Plaza and an increase in utility and janitorial costs.

Interest expense decreased $126,000, or 58%, during the three months ended March 31, 2003, compared to the three months ended March 31, 2002, primarily due to the $122,000 of interest capitalized during construction at Two Parkside and Harriman Plaza.

Depreciation and amortization increased $97,000, or 23%, for the three months ended March 31, 2003, compared to the three months ended March 31, 2002, primarily due to an increase in investments in real estate.

Expenses associated with undeveloped land decreased $21,000, or 21%, for the three months ended March 31, 2003, compared to the three months ended March 31, 2002, primarily due to capitalization of property taxes and insurance to the construction costs at Two Parkside and Harriman Plaza.

General and administrative expenses increased $12,000, or 5%, for the three months ended March 31, 2003, compared to the three months ended March 31, 2002, primarily due to an increase in investor service expenses related to the redemption of Partnership Units and higher audit and tax preparation fees.

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Liquidity and Capital Resources

The following discussion should be read in conjunction with the Partnership’s December 31, 2002 audited consolidated financial statements and the notes thereto.

As of March 31, 2003, the Partnership had cash of $1,075,000. The remainder of the Partnership’s assets consisted primarily of its net investments in real estate, totaling approximately $35,576,000 which included $27,207,000 of rental properties, $6,292,000 of construction in progress and $2,077,000 of land held for development within the Tri-City area.

The Partnership’s liabilities at March 31, 2003, included note payable and a line of credit totaling approximately $8,768,000 which consisted of two secured loans encumbering properties with an aggregate net book value of approximately $23,139,000. One note requires monthly principal and interest payments of $83,000, bears a fixed interest rate of 9.39%, and has a maturity date of August 1, 2006. A line of credit with a total availability of $6,000,000 requires monthly interest-only payments, bears an interest rate of prime plus 0.75% points over the index with a floor set at 5.5% (5.5% as of March 31, 2003), and has a maturity date of March 5, 2005.

The Partnership is contingently liable for subordinated real estate commissions payable to the General Partner in the amount of $102,000 at March 31, 2003 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 Partnership’s primary source of funds consists of cash provided by its rental activities. Other sources of funds may include permanent financing, property sales, and interest income on certificates of deposit and other deposits of funds invested temporarily. Cash generated from property sales is generally added to the Partnership’s cash reserves, pending use in development of other properties or distribution to the partners.

Management believes that the Partnership’s cash balance at March 31, 2003, together with cash from operations, sales and financings will be sufficient to finance the Partnership’s 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 Partnership’s 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

During the three months ended March 31, 2003, the Partnership’s cash provided by operating activities totaled $702,000.

The $196,000 decrease in accounts receivable at March 31, 2003, compared to December 31, 2002, was primarily due to the collection of a portion of tenant improvement receivables and the reimbursement of tenant improvements from the reserve impound account.

The $407,000 increase in deferred costs and other fees at March 31, 2003, compared to December 31, 2002, was primarily due to $495,000 of lease commissions paid for two new leases totaling approximately 59,000 square feet at One Carnegie Plaza and Two Parkside, offset by $88,000 of amortization expense.

The $299,000 increase in accounts payable and other liabilities at March 31, 2003, compared to December 31, 2002, was primarily due to accruals for building operating expenses and property taxes, and prepaid rent of $122,000 collected at the end of March 2003.

Investing Activities

During the three months ended March 31, 2003, the Partnership’s cash used for investing activities totaled $3,152,000 which consisted of $76,000 for building improvements, $269,000 for tenant improvements at Lakeside Tower, and $2,807,000 for construction costs at Two Parkside and Harriman Plaza.

Financing Activities

During the three months ended March 31, 2003, the Partnership’s cash used for financing activities totaled $63,000, which consisted of a $70,000 draw on the line of credit (as discussed above), offset by $44,000 in principal payments on the note payable, and $89,000 paid to redeem 238 limited partnership Units.

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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 Partnership’s collection experience and the credit quality of the Partnership’s tenants changes. Actual amounts collected could be lower 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.

Carrying value of rental properties and land held for development

The Partnership’s 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 is based upon (i) 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.

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 Partnership’s 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 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.

The actual value of the Partnership’s portfolio of properties and land held for development could be significantly higher or lower than their carrying amounts.

New Accounting Pronouncements

In January 2003, the FASB approved for issuance FASB Interpretation No. 46 (FIN 46), “Consolidation of Variable Interest Entities.” FIN 46 clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements” to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. FIN 46 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 are effective for all financial statements initially issued after January 31, 2003. The disclosures provided reflect management’s understanding and analysis of FIN 46 based upon information currently available. The evaluation of the Partnership’s various arrangements is ongoing and is subject to change in the event additional interpretive guidance is provided by the Financial Accounting Standards Board or others.

     
Item 3.   Qualitative and Quantitative Information About Market Risk

Interest Rates

The Partnership’s 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. The Partnership does not own any derivative instruments.

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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
  $ 140     $ 203     $ 222     $ 8,133       N/A     $ 8,698     $ 8,698  
Average interest rate
    9.39 %     9.39 %     9.39 %     9.39 %     N/A       9.39 %        
Secured variable
  $     $     $ 70       N/A       N/A     $ 70     $ 70  
Average interest rate
    %     %     5.5 %     N/A       N/A       5.5 %        

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 March 31, 2003.

A change of 1/8% in the index rate to which the Partnership’s variable rate debt is tied would not have an impact on the annual interest incurred by the Partnership, based upon the balances outstanding on variable rate instruments at March 31, 2003.

As of March 31, 2003, the Partnership had cash equivalents of $482,000 invested in interest-bearing certificates of deposit. These investments are subject to interest rate risk due to changes in interest rates upon maturity. The Partnership does not own any derivative instruments. Declines in interest rates over time would reduce Partnership interest income.

     
Item 4.   Controls and procedures

(a)  Evaluation of disclosure controls and procedures. The General Partner’s chief executive officer and chief financial officer, after evaluating the effectiveness of the Partnership’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15-d-14(c)) as of a date (the “Evaluation Date”) within 90 days before the filing date of this quarterly report, has concluded that as of the Evaluation Date, the Partnership’s disclosure controls and procedures were effective and designed to ensure that material information relating to the Partnership and its consolidated subsidiaries would be made known to him by others within those entities.

(b)  Changes in internal controls. There were no significant changes in the Partnership’s internal controls or in other factors that could significantly affect those controls subsequent to the Evaluation Date.

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Part II.   OTHER INFORMATION
     
Item 1.   Legal Proceedings
     
    None.
     
Item 4.   Submission of Matters to a Vote of Security Holders
     
    None.
     
Item 6.   Exhibits and Reports on Form 8-K
     
    (a) Exhibits:
     
    99 Section 906 Certification of Daniel L. Stephenson, Chief Executive Officer and Chief Financial Officer of General Partnership.
     
    (b) Reports on Form 8-K:
     
    None

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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
   
       
Date:   May 14, 2003   By: /s/ DANIEL L. STEPHENSON
     
      Daniel L. Stephenson, President
     
Date:   May 14, 2003 By /s/ DANIEL L. STEPHENSON  
   
 
    Daniel L. Stephenson, General Partner  

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I, DANIEL L. STEPHENSON, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of RANCON REALTY FUND V;
 
2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
4.   I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have:
 
  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
  c)   presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date;
 
5.   I have disclosed, based on my most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
 
  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
 
6.   I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 14, 2003

/s/ DANIEL L. STEPHENSON


Daniel L. Stephenson
President, Chief Executive Officer
Chief Financial Officer and
General Partner of Rancon Financial Corporation

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EXHIBIT INDEX

Exhibit
Number
    Description

   
 
99     Section 906 Certification of Daniel L. Stephenson, Chief Executive Officer and Chief Financial Officer of General Partnership.