RANCON REALTY FUND V - FORM 10-K

RANCON REALTY FUND V - FORM 10-K - March 30, 2012

Attached files

Attached files

RANCON REALTY FUND V Reports

file	filename
EXCEL - IDEA: XBRL DOCUMENT - RANCON REALTY FUND V	Financial_Report.xls
EX-31 - SECTION 302 CERTIFICATION OF CEO AND CFO - RANCON REALTY FUND V	d282793dex31.htm
EX-32 - SECTION 906 CERTIFICATION OF CEO AND CFO - RANCON REALTY FUND V	d282793dex32.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the year ended December 31, 2011

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

For the transition period from to

Commission file number: 0-16467

RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)


California		33-0098488
(State or other jurisdiction Of incorporation or organization)		(I.R.S. Employer Identification No.)

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

Partnership’s telephone number, including area code (650) 343-9300

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Units of Limited Partnership Interest

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933, as amended. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act of 1934, as amended. Yes ¨ No x

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

No market for the Limited Partnership units exists and therefore a market value for such units cannot be determined.

DOCUMENTS INCORPORATED BY REFERENCE:

INDEX

RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP


		Page No.

	PART I

Item 1.	Business		3
Item 1A.	Risk Factors		3-5
Item 1B.	Unresolved Staff Comments		5
Item 2.	Properties		6-8
Item 3.	Legal Proceedings		8
Item 4.	Mine Safety Disclosures		8

	PART II

Item 5.	Market for Partnership’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		9
Item 6.	Selected Financial Data		9
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		10-15
Item 7A.	Qualitative and Quantitative Disclosures about Market Risk		15
Item 8.	Financial Statements and Supplementary Data		15
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		15
Item 9A.	Controls and Procedures		15
Item 9B.	Other Information		16

	PART III

Item 10.	Directors, Executive Officers, and Corporate Governance		16
Item 11.	Executive Compensation		16
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		16-17
Item 13.	Certain Relationships, Related Transactions, and Director Independence		17
Item 14.	Principal Accountant Fees and Services		17

	PART IV

Item 15.	Exhibits and Financial Statement Schedules		18-19

	SIGNATURES		20

Part I

Item 1.

Business

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 Partnership was organized in 1985 and reached final funding in February 1989. The general partners of the Partnership are Daniel L. Stephenson and Rancon Financial Corporation (“RFC”), hereinafter collectively referred to as the “General Partner”. RFC is wholly-owned by Daniel L. Stephenson. The Partnership has no employees.

The Partnership’s initial acquisition of property in 1985 consisted of approximately 76.21 acres (unaudited) of partially developed and unimproved land located in San Bernardino, California. The property is part of a master-planned development of approximately 153 acres known as Tri-City Corporate Centre (“Tri-City”) and is zoned for mixed commercial, office, hotel, transportation-related, and light industrial uses. Other than two properties which were sold in 2005 to third parties by the Partnership and Rancon Realty Fund IV (“Fund IV”), a limited partnership sponsored by the General Partner of the Partnership, all of the parcels thereof are separately owned either by the Partnership or Fund IV. As of December 31, 2011, the Partnership has thirteen properties consisting of nine office properties, and four retail buildings. The Partnership’s properties are more fully described in Item 2.

In November 2005, in connection with a refinancing, the Partnership formed Rancon Realty Fund V Subsidiary LLC (“RRF V SUB”), a Delaware limited liability company, which is wholly owned by the Partnership. The new entity was formed to satisfy certain lender requirements for a loan obtained in the fourth quarter of 2005. The loan is collateralized by seven properties (as discussed in Item 2) which have been contributed to RRF V SUB by the Partnership. Since RRF V SUB is wholly owned by the Partnership, the financial statements of RRF V SUB have been consolidated with those of the Partnership.

In April 2006, the Partnership formed Rancon Realty Fund V Subsidiary Two LLC (“RRF V SUB2”), a Delaware limited liability company which is wholly owned by the Partnership. The new entity was formed to satisfy certain lender requirements for a loan obtained in the second quarter of 2006. The loan is collateralized by four properties (as discussed in Item 2) which have been contributed to RRF V SUB2 by the Partnership. Since RRF V SUB2 is wholly owned by the Partnership, the financial statements of RRF V SUB2 have been consolidated with those of the Partnership.

As of December 31, 2011, there were 83,898 limited partnership units (“Units”) outstanding.

The Partnership commenced on May 8, 1985 and shall continue until December 31, 2015, unless previously terminated in accordance with the provisions of the Partnership agreement.

Competition Within the Market

The Partnership competes in the leasing of its properties primarily with other available properties in the local real estate market. Other than Fund IV, management is not aware of any specific competitors of the Partnership’s properties doing business on a significant scale in the local market. Management believes that characteristics influencing the competitiveness of a real estate project are the geographic location of the property, the professionalism of the property manager, the maintenance and appearance of the property and rental rates, in addition to external factors such as general economic circumstances, trends, and the existence of new competing properties in the vicinity. Additional competitive factors with respect to commercial and industrial properties include the ease of access to the property, the adequacy of related facilities, such as parking, and the ability to provide rent concessions and tenant improvements commensurate with local market conditions. Although management believes the Partnership’s properties are competitive with comparable properties as to those factors within the Partnership’s control, over-building and other external factors could adversely affect the ability of the Partnership to attract and retain tenants. The marketability of the properties may also be affected (either positively or negatively) by these factors as well as by changes in general or local economic conditions, including prevailing interest rates. Depending on market and economic conditions, the Partnership may be required to retain ownership of its properties for periods longer than anticipated, or may need to sell earlier than anticipated or refinance a property at a time or under terms and conditions that are less advantageous than would be the case if unfavorable economic or market conditions did not exist.

Working Capital

The Partnership’s practice is to maintain cash reserves for normal repairs, replacements, working capital and other contingencies.

Item 1A.

Risk Factors

Risks of the Current Economic Environment

Financial markets have experienced unusual volatility and uncertainty over the past few years. Liquidity has tightened in all financial markets, including the debt and equity markets. The Partnership’s ability to fund normal recurring expenses and capital expenditures as well as its ability to repay or refinance debt maturities could be adversely affected by an inability to secure financing at reasonable terms, if at all. If economic conditions persist or deteriorate, the Partnership may experience increases in past due accounts, defaults, lower occupancy and reduced effective rents. These conditions could negatively affect the Partnership’s future net income and cash flows and could adversely affect its ability to fund distributions, debt service payments and tenant improvements.

Market Fluctuations in Rental Rates and Occupancy Could Adversely Affect Our Operations

As leases turn over, our 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 (including sublease space offered by tenants who have vacated space in competing buildings prior to the expiration of their lease term), and the level of improvements which may be required at the property. We cannot assure you that the rental rates we obtain in the future will be equal to or greater than those obtained under existing contractual commitments. If we cannot lease all or substantially all of the expiring space at our properties promptly, or if the rental rates are significantly lower than expected, then our results of operations and financial condition could be negatively impacted.

Tenants’ Defaults Could Adversely Affect Our Operations

Our ability to manage our assets is subject to federal bankruptcy laws and state laws that limit creditors’ rights and remedies available to real property owners to collect delinquent rents. If a tenant becomes insolvent or bankrupt, we cannot be sure that we could recover the premises from the tenant promptly or from a trustee or debtor-in-possession in any bankruptcy proceeding relating to that tenant. We also cannot be sure that we would receive rent in the proceeding sufficient to cover our expenses with respect to the premises. If a tenant becomes bankrupt, the federal bankruptcy code will apply, which in some instances may restrict the amount and recoverability of our claims against the tenant. A tenant’s default on its obligations to us could adversely affect our results of operations and financial condition.

Potential Liability Due to Environmental Matters

Under federal, state and local laws relating to protection of the environment, or (“Environmental Laws”), a current or previous owner or operator of real estate may be liable for contamination resulting from the presence or discharge of petroleum products or other hazardous or toxic substances on the property. These owners may be required to investigate and clean-up the contamination on the property as well as the contamination which has migrated from the property. Environmental Laws typically impose liability and clean-up responsibility without regard to whether the owner or operator knew of, or was responsible for, the presence of the contamination. This liability may be joint and several unless the harm is divisible and there is a reasonable basis for allocation of responsibility. In addition, the owner or operator of a property may be subject to claims by third parties based on personal injury, property damage and/or other costs, including investigation and clean-up costs, resulting from environmental contamination. Environmental Laws may also impose restrictions on the manner in which a property may be used or transferred or in which businesses may be operated. These restrictions may require expenditures. Under the Environmental Laws, any person who arranges for the transportation, disposal or treatment of hazardous or toxic substances may also be liable for the costs of investigation or clean-up of those substances at the disposal or treatment facility, whether or not the facility is or ever was owned or operated by that person.

Our tenants generally are required by their leases to operate in compliance with all applicable Environmental Laws, and to indemnify us against any environmental liability arising from their activities on the properties. However, we could be subject to strict liability by virtue of our ownership interest in the properties. Also, tenants may not satisfy their indemnification obligations under the leases. We are also subject to the risk that:

•

any environmental assessments of our properties may not have revealed all potential environmental liabilities,

•

any prior owner or prior or current operator of these properties may have created an environmental condition not known to us, or

•

an environmental condition may otherwise exist as to any one or more of these properties.

Any one of these conditions could have an adverse effect on our results of operations and financial condition. Moreover, future environmental laws, ordinances or regulations may have an adverse effect on our results of operations and financial condition. Also, the current environmental condition of those properties may be affected by tenants and occupants of the properties, by the condition of land or operations in the vicinity of the properties (such as the presence of underground storage tanks), or by third parties unrelated to us.

We are not aware of any current liabilities related to environmental matters that are material to us. However, the foregoing risk factor is provided because such risks are inherent to real estate ownership.

Environmental Liabilities May Adversely Affect Operating Costs and Ability to Borrow

The obligation to pay for the cost of complying with existing Environmental Laws as well as the cost of complying with future legislation may affect our operating costs. In addition, the presence of petroleum products or other hazardous or toxic substances at any of our properties, or the failure to remediate those properties properly, may adversely affect our ability to borrow by using those properties as collateral. The cost of defending against claims of liability and the cost of complying with Environmental Laws, including investigation or clean-up of contaminated property, could materially adversely affect our results of operations and financial condition.

General Risks of Ownership of Real Estate

We are subject to risks generally incidental to the ownership of real estate. These risks include:

•

changes in general economic or local conditions;

•

changes in supply of or demand for similar or competing properties in an area;

•

the impact of environmental protection laws;

•

changes in interest rates and availability of financing which may render the sale or financing of a property difficult or unattractive;

•

changes in tax, real estate and zoning laws; and

•

the creation of mechanics’ liens or similar encumbrances placed on the property by a lessee or other parties without our knowledge and consent.

Should any of these events occur, our results of operations and financial condition could be adversely affected.

Uninsured Losses May Adversely Affect Operations

We, or in certain instances, tenants of our properties, carry property and liability insurance with respect to the properties. This coverage has policy specifications and insured limits customarily carried for similar properties. However, certain types of losses (such as from earthquakes and floods) may be either uninsurable or not economically insurable. Further, certain properties are located in areas that are subject to earthquake activity and floods. Should a property sustain damage as a result of an earthquake or flood, we may incur losses due to insurance deductibles, co-payments on insured losses or uninsured losses. Additionally, we have elected to obtain insurance coverage for “certified acts of terrorism” as defined in the Terrorism Risk Insurance Act of 2002, as amended and reauthorized to date; however, our policies of insurance may not provide coverage for other acts of terrorism. Any losses from such other acts of terrorism might be uninsured. Should an uninsured loss occur, we could lose some or all of our capital investment, cash flow and anticipated profits related to one or more properties. This could have an adverse effect on our results of operations and financial condition.

Illiquidity of Real Estate May Limit Our Ability to Vary Our Portfolio

Real estate investments are relatively illiquid and, therefore, will tend to limit our ability to vary our portfolio quickly in response to changes in economic or other conditions.

Potential Liability Under the Americans With Disabilities Act

All of our properties are required to be in compliance with the Americans With Disabilities Act. The Americans With Disabilities Act generally requires that places of public accommodation be made accessible to people with disabilities to the extent readily achievable. Compliance with the Americans With Disabilities Act requirements could require removal of access barriers. Non-compliance could result in imposition of fines by the federal government, an award of damages to private litigants and/or a court order to remove access barriers. Pursuant to lease agreements with tenants in certain of the “single-tenant” properties, the tenants are obligated to comply with the Americans With Disabilities Act provisions. If our costs are greater than anticipated or tenants are unable to meet their obligations, our results of operations and financial condition could be adversely affected.

Risks of Litigation

Certain claims and lawsuits have arisen against us in our normal course of business. We believe that such claims and lawsuits will not have a material adverse effect on our financial position, cash flow or results of operations.

Item 1B.

Unresolved Staff Comments

None.

Item 2.

Properties

In 1985, the Partnership acquired a total of 76.21 acres of partially developed land in Tri-City for an aggregate purchase price of $14,118,000. In 1984 and 1985, a total of 76.56 acres within Tri-City were acquired by Fund IV.

Tri-City is located at the northeastern quadrant of the intersection of Interstate 10 (San Bernardino Freeway) and Waterman Avenue in the southernmost part of the City of San Bernardino, and is in the heart of the Inland Empire, the most densely populated area of San Bernardino and Riverside counties.

The Inland Empire consists of approximately 24.5 million square feet of office space and is generally broken down into two major markets, Inland Empire East and Inland Empire West. Tri-City is located within the Inland Empire East market. According to a fourth quarter 2011 market view report from an independent broker the overall vacancy rate was 23% within the Inland Empire market as of December 31, 2011.

As of December 31, 2011, the Partnership owned thirteen rental properties and approximately 4.4 acres of unimproved land.

Properties

The Partnership’s improved properties are as follows:


Property	Type	Square Footage

One Carnegie Plaza	Two two-story office buildings		107,275
Two Carnegie Plaza	Two-story office building		68,957
Carnegie Business Center II	Two two-story office buildings		50,867
Lakeside Tower	Six-story office building		112,716
One Parkside	Four-story office building		70,068
Bally’s Health Club (Bally’s)	Health club facility		25,000
Outback Steakhouse (Outback)	Restaurant		6,500
Palm Court Retail III	Retail		6,004
Two Parkside	Three-story office building		82,039
Pat & Oscars	Restaurant		5,100
Three Carnegie	Two-story office building		83,698
Brier Corporate Center	Three-story office building		104,501
Three Parkside	Two-story office building		29,076

Total			751,801

The office buildings total approximately 709,000 square feet with an average occupancy rate of 71%, and the retail buildings total approximately 43,000 square feet with an average occupancy rate of 100%, as of December 31, 2011.

As of December 31, 2011, one tenant occupies substantial portions of leased rental space. This tenant occupies approximately 88,000 square feet of the 752,000 total rentable square feet and accounts for approximately 18.5% of the rental income generated by the Partnership’s properties for the year ended December 31, 2011.

Occupancy rates for the Partnership’s buildings for each of the five years ended December 31, 2011 were as follows:


	*2011*			*2010*			*2009*			*2008*			*2007*

One Carnegie Plaza		68	%		70	%		72	%		84	%		83	%
Two Carnegie Plaza		65	%		77	%		82	%		90	%		92	%
Carnegie Business Center II		36	%		92	%		100	%		100	%		85	%
Lakeside Tower		84	%		85	%		72	%		79	%		80	%
One Parkside		61	%		61	%		81	%		81	%		94	%
Bally’s Health Club		100	%		100	%		100	%		100	%		100	%
Outback Steakhouse		100	%		100	%		100	%		100	%		100	%
Palm Court Retail III		100	%		100	%		100	%		100	%		100	%
Two Parkside		100	%		71	%		100	%		100	%		100	%
Pat & Oscars		100	%		100	%		100	%		100	%		100	%
Three Carnegie		61	%		74	%		95	%		94	%		75	%
Brier Corporate Center		84	%		84	%		84	%		84	%		84	%
Three Parkside (placed into service January 2009)		28	%		28	%		0	%		N/A			N/A

Weighted average occupancy		73	%		76	%		82	%		88	%		87	%

Effective January 1, 2012, Brier Corporate Center’s occupancy dropped to 44.67% as a result of the space reduction by a tenant, as discussed further in Item 7. Management is actively marketing the vacant space in all of the buildings for lease.

The annual effective rents per square foot for each of the five years ended December 31, 2011 were as follows:


	*2011*		*2010*		*2009*		*2008*		*2007*

One Carnegie Plaza	$	21.27	$	21.02	$	20.90	$	20.00	$	19.38
Two Carnegie Plaza	$	20.81	$	18.81	$	21.11	$	20.38	$	19.53
Carnegie Business Center II	$	14.98	$	16.56	$	14.89	$	16.04	$	15.20
Lakeside Tower	$	22.64	$	20.50	$	23.39	$	23.21	$	23.12
One Parkside	$	15.44	$	14.98	$	20.95	$	21.14	$	22.07
Bally’s Health Club	$	15.64	$	18.19	$	18.19	$	18.19	$	18.19
Outback Steakhouse	$	18.43	$	16.75	$	16.75	$	16.75	$	16.75
Palm Court Retail III	$	21.41	$	24.23	$	24.23	$	24.23	$	26.35
Two Parkside	$	20.47	$	20.55	$	9.12	$	25.55	$	24.88
Pat & Oscars	$	19.41	$	19.41	$	19.41	$	17.65	$	17.65
Three Carnegie	$	17.25	$	23.09	$	20.80	$	22.04	$	21.76
Brier Corporate Center	$	24.26	$	23.67	$	23.18	$	22.58	$	21.41
Three Parkside (Placed into service January 2009)	$	29.06	$	28.22		0		N/A		N/A

Annual effective rent is calculated by dividing the aggregate of annualized December rental income for each tenant by the total square feet occupied at the property.

The Partnership’s properties are owned by the Partnership subject to the following first deeds of trust as of December 31, 2011:

Collateral

Outstanding
balance

Mortgage

Fixed
Interest
rate

Monthly
payment

Maturity
date

Note payable #1
Seven properties (listed below)

24,289

Note

5.46

Principal &
Interest

1/1/2016

Note payable #2
Four properties (listed below)

27,432

Note

5.61

Principal &
Interest

5/1/2016

Note payable #1 is collateralized by Bally’s Health Club, Carnegie Business Center II, Lakeside Tower, Outback Steakhouse, Pat & Oscars, Palm Court Retail III and One Carnegie Plaza. Note payable #2 is collateralized by Brier Corporate Center, One Parkside, Two Parkside and Two Carnegie Plaza. There is no debt collateralized by Three Carnegie or Three Parkside as of December 31, 2011.

Land

As of December 31, 2011, the Partnership owned approximately 4.4 acres of land, a portion of which is undeveloped and the remainder is used as parking lots. Although the current market environment is not conducive to office development, the market will continue to be monitored with the intent to position the land for future development.

Item 3.

Legal Proceedings

Certain claims and lawsuits have arisen against the Partnership in its normal course of business. The Partnership believes that such claims and lawsuits will not in the future have a material adverse effect on the Partnership’s financial position, cash flow or results of operations.

Item 4.

Mine Safety Disclosures

Not Applicable.

Part II

Item 5.

Market for Partnership’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

There is no established trading market for the units of limited partnership interest (“Units”) issued by the Partnership.

Holders

As of December 31, 2011, there were 7,549 holders of Units.

Distributions

Distributions are paid from either Cash From Operations or Cash From Sales or Refinancing (as such terms are defined in the Partnership Agreement).

Cash From Operations includes all cash receipts from operations in the ordinary course of business (except for the sale, exchange or other disposition of real property in the ordinary course of business) after deducting payments for operating expenses. All distributions of Cash From Operations are paid in the ratio of 90% to the limited partners and 10% to the General Partner.

Cash From Sales or Refinancing is the net cash realized by the Partnership from the sale, disposition or refinancing of any property after redemption of applicable mortgage debt and all expenses related to the transaction, together with interest on any notes taken back by the Partnership upon the sale of a property. All distributions of Cash From Sales or Refinancing are generally allocated as follows: (i) first, 1 percent to the General Partner and 99 percent to the limited partners until the limited partners have received an amount equal to their capital contributions; (ii) second, 1 percent to the General Partner and 99 percent to the limited partners until the limited partners have received a 12 percent return on their unreturned capital contributions including prior distributions of Cash From Operations; plus their Limited Incremental Preferred Return for the twelve month period following the purchase date of each Unit and following admission as a 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 previously made under clauses (ii) and (iii) above, reduced by the amount of prior distributions made to the General Partner under clauses (ii) and (iii); and (iv) fourth, the balance 20 percent to the General Partner and 80 percent to the limited partners. A more detailed statement of the distribution policies is set forth in the Partnership Agreement.

There were no distributions during 2011 or 2010.

Item 6.

Selected Financial Data

The following is selected financial data for each of the five years ended December 31, 2011 (in thousands, except per unit of limited partnership interest data):


	*2011*			*2010*			*2009*			*2008*			*2007*

Operating revenue	$	12,214		$	15,040		$	14,914		$	14,441		$	15,306
Net (loss) income	$	(3,931	)	$	(3,464	)	$	(1,182	)	$	(504	)	$	401
Net (loss) income allocable to Limited Partners	$	(3,538	)	$	(3,118	)	$	(1,064	)	$	(454	)	$	361
Net (loss) income per Unit	$	(42.17	)	$	(37.16	)	$	(12.68	)	$	(5.59	)	$	4.91
Total assets	$	60,740		$	65,960		$	70,766		$	72,718		$	76,939
Long-term obligations	$	51,721		$	52,713		$	53,651		$	54,539		$	55,380
Cash distributions per Unit	$	—		$	—		$	—		$	31.74		$	27.60

Effective January 1, 2009, the Partnership adopted guidance which improves the comparability of earnings per unit calculations for master limited partnerships (MLPs) with incentive distribution rights (IDRs). As such, the distributions should impact the calculation of earnings per unit (“EPU”) using the two-class method. The guidance has been applied retroactively to adjust the computation of EPU, in the above table, for the years ended December 31, 2008, 2007 and 2006.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our results of operations, liquidity and capital resources, and financial condition should be read in conjunction with the selected financial data in Item 6 and the Consolidated Financial Statements, including the notes thereto, included in Item 15 of Part IV.

Background

The Partnership’s initial acquisition of property in 1985 consisted of approximately 76.21 acres of partially developed and unimproved land located in San Bernardino, California. The property is part of a master-planned development of 153 acres known as Tri-City Corporate Centre (“Tri-City”) and is zoned for mixed commercial, office, hotel, transportation-related, and light industrial uses. The balance of Tri-City is owned by Rancon Realty Fund IV (“Fund IV”), a limited partnership sponsored by the General Partner of the Partnership. As of December 31, 2011, the Partnership has thirteen properties which consisted of nine office buildings and four retail buildings.

Overview

Leasing activities

During 2011, management executed eight new leases totaling 53,105 square feet of space and renewed eleven leases totaling 46,503 square feet.

Results of Operations

Comparison of the year ended December 31, 2011 to the year ended December 31, 2010

Revenue

Rental revenue and other decreased by $2,614,000, or 18% for the year ended December 31, 2011 compared to the year ended December 31, 2010. Much of this decrease was due to declining overall occupancy from 76% as of December 31, 2010 to 73% as of December 31, 2011. The main decreases in occupancy were at Carnegie Business Center II, One Parkside, Two Carnegie Plaza and Three Carnegie Plaza. The average occupancy at these properties fell in 2011 compared to 2010 as follows: 52% from 92%, 61% from 71%, 69% from 80%, and 55% from 84%, respectively. As a result, revenues of these properties were reduced by $304,000, $222,000, $161,000 and $466,000. Three Carnegie also had lower revenue due to the 2010 receipt of a cancellation fee in the amount of $1,407,000 that was not repeated in 2011. Additionally, at Brier Corporate Center, a tenant downsized, resulting in a write-off of straight line rents of $810,000 which was partially offset by a lease reduction fee of $722,000.

Tenant reimbursements decreased by $212,000, or 23% for the year ended December 31, 2011 compared to the year ended December 31, 2010. The decrease was throughout the properties and was due to several factors including declines in occupancy, lower expenses, credits related to prior year operating expenses and the establishment of new base years with the result that reimbursements will not be due until 2012.

Expenses

Property operating expenses decreased $399,000, or 6%, for the year ended December 31, 2011 compared to the year ended December 31, 2010, mostly due to decreases in repairs and maintenance costs, earthquake insurance and management fees of $196,000, $97,000, and $63,000 respectively.

Depreciation and amortization increased by $324,000, or 6%, for the year ended December 31, 2011 compared to the year ended December 31, 2010. The primary reason for the increase was the write-off of unamortized tenant improvements and lease commissions associated with the downsizing tenant at Brier Corporate Center, of $939,000 and $98,000 respectively. This increase was partially offset by several assets being fully depreciated as of December 31, 2010, most notably at Three Carnegie and Two Parkside which had reductions totaling $452,000 and $315,000 respectively.

There was a provision for impairment of $2,300,000 in 2010 relating to Three Parkside. The Partnership conducts a comprehensive review of all real estate assets in accordance with the guidance related to accounting for the impairment or disposal of long lived assets, which indicates that asset values should be analyzed whenever events or changes in circumstances indicate that the carrying value of a property may not be fully recoverable. The process entails the analysis of each asset for instances where book value exceeded the estimated fair value. As a result of continued vacancy and the expectation that, based on current market conditions, it will take longer to lease up the building than previously projected, the Partnership’s Three Parkside property was written down to fair value and a non-cash impairment charge of $2,300,000 was recognized in the year ended December 31, 2010. There were no provisions for impairment in 2011.

General and administrative expenses increased by $73,000 for the year ended December 31, 2011 compared to the year ended December 31, 2010 primarily due to increased legal expenses in 2011 associated with the SBX light rail project, partially offset by lower investor relations expenses.

Non-operating income / expenses

Interest expense decreased $53,000, or 2%, for the year ended December 31, 2011 compared to the year ended December 31, 2010, due to a reduction in the balances of the loans due to amortization.

Comparison of the year ended December 31, 2010 to the year ended December 31, 2009

Revenue

Rental revenue and other increased by $381,000, or 3%, for the year ended December 31, 2010 compared to the year ended December 31, 2009. The increase was due to several factors. Income included $1,407,000 related to a tenant who defaulted on their lease at Three Carnegie Plaza based on the agreement described below and the retention of the security deposit. The lease was for approximately 18,000 square feet and had eight years of remaining term, to end on July 31, 2018. As part of the agreement the former tenant agreed to pay a total of $1,570,000, of which $1,250,000 was due and was received in October 2010. The remaining balance of $320,000 was due to be paid over four annual installments beginning October 1, 2011 and continuing through October 1, 2014. However the Partnership subsequently reached agreement with the former tenant to receive a discounted amount of $296,000, in December 2010, in satisfaction of the balance due. Netted against the one-time settlement amount was a $178,000 write off related to remaining straight line rent balance. Offsetting this net increase in revenue was the lost fourth quarter revenue due to the default of $110,000. The impact that this default will have on future results is dependent upon the length of time it will take to lease up the space together with the rental rates achieved. Presently, the space remains vacant. The annual rental revenue that would have been recognized over the remaining lease was $438,000.

Also contributing to the rental revenue variance from the prior year was the partial lease up of Three Parkside, which was unoccupied during all of 2009 but has been 28% occupied since May 2010 resulting in $171,000 of rental revenue for the year ended December 31, 2010. The increased revenue associated with Three Carnegie and Three Parkside was partially offset by lower revenues at a number of properties, due to occupancy declines combined with decreases in rental rates upon tenant renewals. The most significant being One Carnegie, Two Parkside and One Parkside, where average occupancy fell from 92% to 71%, 100% to 93% and 81% to 72%, respectively, when comparing 2009 to 2010. These declines in occupancy resulted in lower rental revenues compared to prior year of $456,000, $305,000 and $193,000, respectively.

Tenant reimbursements decreased by $255,000, or 22%, for the year ended December 31, 2010, compared to the year ended December 31, 2009. The decrease was primarily due to decreases in recoveries at Two Parkside, One Parkside and One Carnegie. The decrease at Two Parkside is due to establishing new base years for the two tenants who renewed during 2009 with the result that they will not be billed for tenant reimbursements until the following year. Similarly the decrease at One Parkside is due to establishing a new base year for a tenant who renewed during 2010, combined with lower occupancy. The decrease at One Carnegie related to decreased occupancy together with a credit due to a tenant due to decreased operating expenses.

Expenses

Property operating expenses decreased $233,000, or 3%, for the year ended December 31, 2010 compared to the year ended December 31, 2009, due to decreases in repairs and maintenance costs and property taxes of $139,000 and $134,000, respectively. The reduction in property taxes was due to the reversal of a prior year accrual for supplemental taxes that were not paid, related to Brier Corporate Center. These reductions were partially offset by increased operating expenses at Three Parkside which was unoccupied throughout 2009 but is now 28% occupied.

Depreciation and amortization increased $439,000, or 9%, for the year ended 2010, compared to the year ended 2009, primarily due to the write off of unamortized lease commissions and tenant improvements, associated with Three Carnegie, of $236,000 and $104,000 respectively. In addition depreciation expense was higher than in the prior year due to depreciation of tenant improvements placed into service during 2010 primarily at Three Parkside.

The provision for impairment of $2,300,000 for the year ended December 31, 2010 relates to Three Parkside. The Partnership conducts a comprehensive review of all real estate assets in accordance with the guidance related to accounting for the impairment or disposal of long lived assets, which indicates that asset values should be analyzed whenever events or changes in circumstances indicate that the carrying value of a property may not be fully recoverable. The process entails the analysis of each asset for instances where book value exceeded the estimated fair value. As a result of continued vacancy and the expectation that, based on current market conditions, it will take longer to lease up the building than previously projected, the Partnership’s Three Parkside property was written down to fair value and a non-cash impairment charge of $2,300,000 was recognized in the year ended December 31, 2010. There were no impairment provisions recorded in the fourth quarter of 2010 or the full year of 2009.

General and administrative expenses decreased by $55,000, or 6%, for the year ended December 31, 2010, compared to the year ended December 31, 2009, primarily due to lower tax and license fee payments, audit fees and legal fees of $24,000, $22,000 and $27,000, respectively. Tax and license fee payments and legal fees are lower due to 2009 including certain one time fees, including legal costs associated with a proposed rapid transportation project, not incurred in 2010. The lower audit fees are related to the SEC’s decision to exempt smaller companies from Sarbanes Oxley external auditor testing requirements, now made permanent by Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act. This variance was partially offset by higher investor relations related expenses of $23,000, due to higher expense reimbursements.

Non-operating income / expenses

Interest expense decreased $51,000, or 2%, for the year ended December 31, 2010 compared to the year ended December 31, 2009, due to a reduction in the balances of the loans due to amortization.

Liquidity and Capital Resources

As of December 31, 2011, the Partnership had cash and cash equivalents of $5,773,000.

The Partnership’s liabilities at December 31, 2011, include two notes payable. The borrowings totaled approximately $51,721,000, collateralized by properties with an aggregate net carrying value of approximately $37,184,000.

The Partnership is contingently liable for subordinated real estate commissions payable to the General Partner in the amount of $102,000 as of December 31, 2011 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 12 percent per annum on their adjusted invested capital. Since the circumstances under which these commissions would be payable are not met currently, 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, proceeds from property sales, and interest income on money market funds and short-term investments. Cash generated from property sales is generally added to the Partnership’s cash reserves, pending use in development of other properties, leasing costs or distribution to the partners.

Management expects that the Partnership’s cash balance at December 31, 2011, together with cash from operations, sales and financings will be sufficient to finance the Partnership’s and the properties’ continuing 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.

Contractual Obligations

At December 31, 2011, we had contractual obligations as follows (in thousands):


	Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years		Total
Collateralized mortgage loans	$	1,048	$	2,278	$	48,395	$	—	$	51,721
Interest on indebtedness		2,839		5,496		3,117		—		11,452


Total	$	3,887	$	7,774	$	51,512	$	—	$	63,173

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 year ended December 31, 2011, the Partnership’s cash provided by operating activities totaled $1,856,000. Net income before depreciation and amortization (including amortization of loan fees), was $2,002,000. Other items that had a significant impact on cash provided by operating activities included $521,000 spent on deferred costs, representing lease commissions.

Investing Activities

During the year ended December 31, 2011, the Partnership’s cash used in investing activities totaled $1,426,000, which primarily represented additions to real estate investments for building and tenant improvements primarily at Three Carnegie, Two Parkside, Lakeside Tower, and One Carnegie Plaza of $542,000, $314,000, $286,000 and $133,000, respectively.

Financing Activities

During the year ended December 31, 2011, the Partnership’s cash used in financing activities totaled $992,000, representing the principal payments made on the notes payable.

Cash flows

For the year ended December 31, 2011, cash provided by operating activities was $1,856,000 as compared to $3,347,000 for the same period in 2010, a decrease of $1,491,000. The change was primarily due to a decrease in net income, after adding back depreciation and amortization of loan fees and provision for impairment of $2,442,000, primarily due to the increase in depreciation and amortization and the decrease in both rental revenue and other and tenant reimbursement revenue, net of decreased operating expenses, all of which were previously discussed. This decrease was partially offset by changes in cash flows related to certain assets and liabilities, primarily accounts receivable. For the year ended December 31, 2011, cash used in investing activities was $1,426,000 as compared to $1,581,000 for the same period 2010. The decrease was due to fewer additions to real estate in 2011. For the year ended December 31, 2011, cash used in financing activities was $992,000 as compared to cash used in financing activities of $938,000 for the same period in 2010.

For the year ended December 31, 2010, cash provided by operating activities was $3,347,000, as compared to $2,938,000 for the same period in 2009, an increase of $409,000. The change was due to an increase in net income, after adding back depreciation and amortization, amortization of loan fees, and provision for impairment of $456,000. This increase was partially offset by changes in cash flows related to certain assets and liabilities, primarily prepaid expenses and prepaid rents. For the year ended December 31, 2010, cash used in investing activities was $1,581,000 as compared to cash used in investing activities of $1,099,000 for the same period in 2009. The change was primarily due to higher additions to real estate compared to 2009. For the year ended December 31, 2010, cash used in financing activities was $938,000 as compared with cash used in financing activities of $877,000 for the same period in 2009.

Critical Accounting Policies

Revenue recognized on a straight-line basis

The Partnership recognizes rental revenue on a straight-line basis over the term of its leases. 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. For tenants with percentage rent, the Partnership recognizes revenue when the tenants’ specified sales targets have been met. The reimbursements from tenants for real estate taxes and other recoverable operating expenses are recognized as revenue on an estimated basis during the current year. The Partnership develops a revised estimate of the amount recoverable from tenants based on updated expenses for the year and amounts to be recovered and records adjustments to income in the current year financial statement accounts. Any final changes in estimate based on lease-by-lease reconciliations and tenant negotiations and collection are recorded in the period those negotiations are settled.

Carrying value of rental properties and land held for development

The Partnership’s rental properties, including the related land, are stated at depreciated cost unless events or circumstances indicate that such amount cannot be recovered based on undiscounted cash flows, excluding interest, in which case the carrying value of the property is reduced to its estimated fair value. Estimated fair value 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. 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 is computed using estimated sales price, based upon market values for comparable properties and considers the cost to complete and the estimated fair value of the completed project.

The pre-development costs for a new project include survey fees and consulting fees. Interest, property taxes and insurance related to the new project are capitalized during periods when activities that are necessary to get the project ready for its intended use are in progress. The capitalization ends when the construction is substantially completed and the project is ready for its intended use.

The actual value of the Partnership’s portfolio of properties and land held for development could be different from their carrying amounts.

Fair Value of Investments

The Partnership adopted policies related to the accounting for fair value measurements effective January 1, 2008. The guidance related to accounting for fair value measurements defines fair value and establishes a framework for measuring fair value in order to meet disclosure requirements for fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. This hierarchy describes three levels of inputs that may be used to measure fair value.

Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

Level 1. Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market.

Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.

Level 3. Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation using unobservable inputs. This category generally includes long-term derivative contracts, real estate and unconsolidated joint ventures.

The Partnership adopted policies with respect to the fair value assets and liabilities on January 1, 2009. There was no material impact on the Partnership’s financial position, results of operations and cash flows as a result of adoption.

Inflation

Leases at the office properties typically provide for rent adjustment and pass-through of certain operating expenses during the term of the lease. Substantially all of the leases at the office and retail properties provide for pass-through to tenants of certain operating costs, including real estate taxes, common area maintenance expenses, and insurance. We anticipate that these provisions may permit us to increase rental rates or other charges to tenants in response to rising prices and, therefore, serve to reduce our exposure to the adverse effects of inflation.

Forward Looking Statements; Factors That May Affect Operating Results

This Report on Form 10-K contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding our expectations, hopes, intentions, beliefs and strategies regarding the future. These forward looking statements include statements relating to:

•

Our intent to develop the remaining land to generate more operating income;

•

Our belief that cash and cash generated by operations, sales and financing will be sufficient to meet our operating requirements in both the short and the long-term;

•

Our belief that certain claims and lawsuits which have arisen against us in the normal course of business will not have a material adverse effect on our financial position, cash flow or results of operations;

•

Our belief that our properties are competitive within our market;

•

Our expectation to achieve certain occupancy levels;

•

Our estimation of market strength;

•

Our knowledge of any material environmental matters; and

•

Our expectation that lease provisions may permit us to increase rental rates or other charges to tenants in response to rising prices, and therefore serve to reduce exposure to the adverse effects of inflation.

All forward-looking statements included in this document are based on information available to us on the date hereof. Because these forward looking statements involve risk and uncertainty, there are important factors that could cause our actual results to differ materially from those stated or implied in the forward-looking statements. Those important factors include:

•

market fluctuations in rental rates and occupancy;

•

reduced demand for rental space;

•

availability and creditworthiness of prospective tenants;

•

defaults or non-renewal of leases by customers;

•

differing interpretations of lease provisions regarding recovery of expenses;

•

increased operating costs;

•

changes in interest rates and availability of financing that may render the sale or financing of a property difficult or unattractive;

•

failure to obtain necessary outside financing; and

•

the unpredictability of both the frequency and final outcome of litigation.

Risks of Litigation

Item 7A.

Qualitative and Quantitative Disclosures about Market Risk

Interest Rates

The Partnership expects that changes in market interest rates will not have a material impact on the performance or fair value of its portfolio.

For debt obligations, the table below presents principal cash flows by expected maturity dates.


	Expected Maturity Date
	2012		2013		2014		2015		2016		Thereafter		Total
	(in thousands)
Collateralized fixed rate debt at 5.46%	$	504	$	533	$	562	$	22,690	$	—	$	—	$	24,289
Collateralized fixed rate debt at 5.61%		544		575		608		643		25,062				27,432

The Partnership does not own any derivative instruments.

Item 8.

Financial Statements and Supplementary Data

For information with respect to this item, see Financial Statements and Schedule as listed in Item 15.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

The principal executive officer and principal financial officer of the General Partner have evaluated the disclosure controls and procedures of the Partnership as of the end of the period covered by this annual report. As used herein, the term “disclosure controls and procedures” has the meaning given to the term by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and includes the controls and other procedures of the Partnership that are designed to ensure that information required to be disclosed by the Partnership in the reports that it files with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based upon his evaluation, the principal executive officer and principal financial officer of the General Partner has concluded that the Partnership’s disclosure controls and procedures were effective such that the information required to be disclosed by the Partnership in this annual report is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms applicable to the preparation of this report and is accumulated and communicated to the General Partner’s management, including the General Partner’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

The report called for by Item 308(a) of Regulation S-K is incorporated herein by reference to the “Management’s Annual Report on Internal Control Over Financial Reporting” (“Management’s Report”), included in the financial statements included as an exhibit to this report.

There have not been any changes in the Partnership’s internal control over financial reporting identified in connection with Management’s Report that occurred during the Partnership’s fourth fiscal quarter ended December 31, 2011 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

Item 9B.

Other Information

None.

Part III

Item 10.

Directors, Executive Officers and Corporate Governance

Daniel L. Stephenson and Rancon Financial Corporation (“RFC”) are the general partners of the Partnership. Mr. Stephenson is the Director, President, Chief Executive Officer and Chief Financial Officer of RFC.

Mr. Stephenson, age 68, founded RFC (formerly known as Rancon Corporation) in 1971 for the purpose of establishing a commercial, industrial and residential property syndication, development and brokerage concern. Mr. Stephenson has, from RFC’s inception, held the position of Director. In addition, Mr. Stephenson was President, Chief Executive Officer and Chief Financial Officer of RFC from 1971 to 1986, from August 1991 to September 1992, and from March 31, 1995 to present. Mr. Stephenson is Chairman of the Board of PacWest Group, Inc., a real estate firm which acquired a portfolio of assets from the Resolution Trust Corporation.

Section 16(a) Beneficial Ownership Reporting Compliance

Based on a review of the copies of beneficial ownership reports filed pursuant to Section 16(a) of the Exchange Act received by the Partnership, the Partnership believes that, during the fiscal year ended December 31, 2011, all such ownership reports were filed on a timely basis.

Code of Ethics

The Partnership has not adopted a “code of ethics” as defined in rules adopted by the SEC. Because neither the Partnership nor the General Partner has any employees other than Daniel L. Stephenson, the Partnership has determined that adopting a code of ethics would not appreciably improve the Partnership’s ability to deter wrongdoing or promote the conduct set forth in such SEC rules.

Item 11.

Executive Compensation

The Partnership has no executive officers. For information relating to fees, compensation, reimbursement and distributions paid to related parties, reference is made to Item 13 below.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners


*Title of Class*	*Name of Beneficial Owner*	Amount and Nature of Beneficial Ownership	*Percent of Class*

Units	Glenborough Property Partners, LLC 400 South El Camino Real, Suite 1100 San Mateo, CA 94402	11,565 Units		13.78	%

Security Ownership of Management


*Title of Class*	*Name of Beneficial Owner*	Amount and Nature of Beneficial Ownership	*Percent of Class*

Units	Daniel L. Stephenson (IRA) 41391 Kalmia, Suite 200, Murrieta, CA 92562	3 Units (direct)		*

Units	Daniel L. Stephenson (IRA) 41391 Kalmia, Suite 200, Murrieta, CA 92562	100 Units (direct)		*

*	Less than 1 percent

Changes in Control

The limited partners have no right, power or authority to act for or bind the Partnership. However, the limited partners generally have the power to vote upon the following matters affecting the basic structure of the Partnership, passage of each of which requires the approval of limited partners holding a majority of the outstanding Units: (i) amendment of the Partnership Agreement; (ii) termination and dissolution of the Partnership; (iii) sale, exchange or pledge of all or substantially all of the assets of the Partnership; (iv) removal of the General Partner or any successor General Partner; (v) election of a new General Partner or General Partner upon the removal, redemption, death, insanity, insolvency, bankruptcy or dissolution of the General Partner or any successor General Partner; (vi) modification of the terms of any agreement between the Partnership and the General Partner or an affiliate of the General Partner; and (vii) extension of the term of the Partnership.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

During the years ended December 31, 2011 and 2010 no distributions were made to the General Partner. In both 2011 and 2010, the Partnership paid fees, as described in more detail in Note 6 to the consolidated financial statements attached hereto as an exhibit, to Glenborough LLC, an affiliate of Glenborough Property Partners, LLC, which holds 13.78% of the Units. Other than the fees paid to Glenborough LLC in 2011 and 2010, the Partnership did not incur any expenses or costs reimbursable to any related person of the Partnership during the fiscal years ended December 31, 2011 and 2010.

Director Independence

The Partnership has no officers or directors. Information on Mr. Stephenson, one of the general partners of the Partnership and Director, President, Chief Executive Officer and Chief Financial Officer of the other general partner of the Partnership, is provided in the first paragraph of Item 10. Mr. Stephenson is not “independent” within the meaning of relevant SEC and stock exchange definitions of the term.

The Partnership has no “parents” within the meaning of the Exchange Act and the SEC’s rules. See also Item 12 herein, “Security Ownership of Certain Beneficial Owners.”

Item 14.

Principal Accountant Fees and Services

Audit Fees

The Partnership was billed $116,000 for audit services rendered by its current principal accountant during both fiscal years ended December 31, 2011 and 2010.

Audit-Related Fees

The Partnership did not incur audit-related fees for services provided by its current principal accountant during the fiscal years ended December 31, 2011 and 2010.

Tax Fees

The Partnership did not incur tax fees for services provided by its current principal accountant during the fiscal years ended December 31, 2011 and 2010.

All Other Fees

The Partnership did not incur any other fees for services provided by its current principal accountant during the fiscal years ended December 31, 2011 and 2010.

Part IV

Item 15.

Exhibits and Financial Statement Schedules

(a)

The following documents are filed as part of the report:

Management’s Annual Report on Internal Control over Financial Reporting

(1)

Financial Statements:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2011 and 2010

Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009

Consolidated Statements of Partners’ Equity for the years ended December 31, 2011, 2010 and 2009

Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009

Notes to Consolidated Financial Statements

(2)

Financial Statement Schedule:

Schedule III — Real Estate and Accumulated Depreciation as of December 31, 2011 and Notes thereto

All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto

(3)

Exhibits:


		(3.1)		Amended and Restated Agreement of Limited Partnership of the Partnership (included as Exhibit B to the Prospectus dated March 3, 1988, filed pursuant to Rule 424(b), File Number 2-97837, is incorporated herein by reference).

		(3.2)		Third Amendment to the Amended and Restated Agreement of Limited Partnership of the Partnership, dated April 1, 1989 (filed as Exhibit 3.2 to the Partnership’s annual report on Form 10-K for the fiscal year ended November 30, 1991, file number 0-16467, is incorporated herein by reference).

		(3.3)		Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of the Partnership, dated March 11, 1992 (filed as Exhibit 3.3 to the Partnership’s annual report on Form 10-K for the fiscal year ended November 30, 1991, file number 0-16467, is incorporated herein by reference).

		(3.4)		Limited Partnership Agreement of RRF V Tri-City Limited Partnership, A Delaware limited partnership of which Rancon Realty Fund V, A California Limited Partnership is the limited partner (filed as Exhibit 3.4 to the Partnership’s annual report on Form 10-K for the year ended December 31, 1996, file number 0-16467, is incorporated herein by reference).

		(10.1)		First Amendment to the Second Amended Management, administration and consulting agreement for services rendered by Glenborough Corporation dated August 31, 1998 (filed as Exhibit 10.1 to the Partnership’s annual report on Form 10-K for the year ended December 31, 1998, file number 0-16467, is incorporated herein by reference).

		(10.2)		Promissory note in the amount of $9,600,000 dated May 9, 1996 secured by Deeds of Trust on three of the Partnership Properties (filed as Exhibit 10.3 to the Partnership’s annual report on Form 10-K for the year ended December 31, 1996, file number 0-16467, is incorporated herein by reference).

		(10.3)		Agreement for Acquisition of Management Interests, dated December 20, 1994 (filed as Exhibit 10.3 to the Partnership’s quarterly report on Form 10-Q for the period ended September 30, 2003, file number 0-16467, is incorporated herein by reference).

		(10.4)		Property Management and Services Agreement dated July 30, 2004 (filed as Exhibit 10.4 to the Partnership’s quarterly report on Form 10-Q for the period ended September 30, 2004, is incorporated herein by reference).


		(10.5)		First Amendment to Property Management and Services Agreement dated March 30, 2005 (filed as Exhibit 10.7 to the Partnership’s current report on Form 8-K filed with the SEC on February 27, 2009, is incorporated herein by reference).

		(10.6)		Second Amendment to Property Management and Services Agreement dated December 1, 2005 (filed as Exhibit 10.7 to the Partnership’s current report on Form 8-K filed with the SEC on February 27, 2009, is incorporated herein by reference).

		(10.7)		Third Amendment to Property Management and Services Agreement dated May 1, 2006 (filed as Exhibit 10.7 to the Partnership’s current report on Form 8-K filed with the SEC on February 27, 2009, is incorporated herein by reference).

		(10.8)		Fourth Amendment to Property Management and Services Agreement dated March 1, 2009 (filed as Exhibit 10.7 to the Partnership’s current report on Form 8-K filed with the SEC on February 27, 2009, is incorporated herein by reference).

		(10.9)		Promissory note in the amount of $26,800,000 dated November 15, 2005 secured by Deeds of Trust on seven of the Partnership’s Properties (filed as Exhibit 10.5 to the Partnership’s report on Form 10-K for the year ended December 31, 2005, is incorporated herein by reference).

		(10.10)		Promissory note in the amount of $30,000,000 dated April 13, 2006 secured by Deeds of Trust on four of the Partnership’s Properties (filed as Exhibit 10.6 to the Partnership’s report on Form 10-Q for the quarter ended June 30, 2006, is incorporated herein by reference).

		(31)		Section 302 Certification of Daniel L. Stephenson, Chief Executive Officer and Chief Financial Officer of the General Partner of the Partnership.

		(32)		Section 906 Certification of Daniel L. Stephenson, Chief Executive Officer and Chief Financial Officer of the General Partner of the Partnership.*

		101.INS		XBRL Instance Document.

		101.SCH		XBRL Taxonomy Extension Schema Document.

		101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

		101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

		101.LAB		XBRL Taxonomy Extension Labels Linkbase Document.

		101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as required by Section 906, is not to be deemed “filed” with the SEC or subject to the rules and regulations promulgated by the SEC under the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of said Act.

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:	March 30, 2012	By:	/s/ Daniel L. Stephenson Daniel L. Stephenson, President

Date:	March 30, 2012	By:	/s/ Daniel L. Stephenson Daniel L. Stephenson, General Partner

INDEX TO FINANCIAL STATEMENTS

AND SCHEDULE


	Page No.

Management’s Annual Report on Internal Control over Financial Reporting		22

Report of Independent Registered Public Accounting Firm		23

Consolidated Balance Sheets as of December 31, 2011 and 2010		24

Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009		25

Consolidated Statements of Partners’ Equity for the years ended December 31, 2011, 2010 and 2009		26

Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009		27

Notes to Consolidated Financial Statements		28-39

Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2011 and Notes thereto		40-41

All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

Management’s Annual Report on Internal Control over Financial Reporting

The Partnership, as such, has no officers or directors, but is managed by the General Partner. The General Partner’s principal officer is responsible for establishing and maintaining adequate internal control over financial reporting for the Partnership. The Partnership’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Partnership’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of the management and directors of the General Partner; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets of the Partnership that could have a material effect on the financial statements of the Partnership.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on its assessment, management determined that the Partnership maintained effective internal control over financial reporting as of December 31, 2011.

March 30, 2012

Report of Independent Registered Public Accounting Firm

To The General Partner

Rancon Realty Fund V, a California Limited Partnership

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Rancon Realty Fund V, a California Limited Partnership (the “Partnership”) and its subsidiaries at December 31, 2011 and 2010 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule, listed in the index appearing under Item 15(a)(2), presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

San Francisco, CA

March 30, 2012

RANCON REALTY FUND V

A California Limited Partnership, and Subsidiaries

Consolidated Balance Sheets

December 31, 2011 and 2010

(in thousands, except units outstanding)


	2011			2010
Assets
Investments in real estate:
Rental properties	$	78,666		$	80,825
Accumulated depreciation		(29,775	)		(28,233	)

Rental properties, net		48,891			52,592

Land held for development		1,494			1,494


Total investments in real estate		50,385			54,086

Cash and cash equivalents		5,773			6,335
Note and accounts receivable, net		125			155
Deferred costs, net of accumulated amortization of $1,938 and $2,154 December 31, 2011 and 2010, respectively		1,917			2,202
Prepaid expenses and other assets		2,540			3,182


Total assets	$	60,740		$	65,960


Liabilities and Partners’ Equity (Deficit)
Liabilities:
Notes payable	$	51,721		$	52,713
Accounts payable and other liabilities		723			751
Prepaid rent		76			345


Total liabilities		52,520			53,809

Commitments and contingent liabilities (Note 7)

Partners’ Equity (Deficit):
General Partner		(2,170	)		(1,777	)
Limited partners, 83,898 limited partnership units outstanding as of December 31, 2011 and 2010		10,390			13,928


Total partners’ equity		8,220			12,151


Total liabilities and partners’ equity	$	60,740		$	65,960

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

RANCON REALTY FUND V

A California Limited Partnership, and Subsidiaries

Consolidated Statements of Operations

For the years ended December 31, 2011, 2010 and 2009

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


	2011			2010			2009

Operating revenue
Rental revenue and other	$	11,519		$	14,133		$	13,752
Tenant reimbursements		695			907			1,162

Total operating revenue		12,214			15,040			14,914


Operating expenses
Property operating expenses		6,410			6,809			7,042
Depreciation and amortization		5,852			5,528			5,089
Provision for impairment		—			2,300			—
General and administrative		916			843			898

Total operating expenses		13,178			15,480			13,029


Operating (loss) income		(964	)		(440	)		1,885

Interest and other income		9			5			13
Interest expense (including amortization of loan fees)		(2,976	)		(3,029	)		(3,080	)


Net loss	$	(3,931	)	$	(3,464	)	$	(1,182	)


Basic and diluted net loss per limited partnership unit	$	(42.17	)	$	(37.16	)	$	(12.68	)


Weighted average number of limited partnership units outstanding		83,898			83,898			83,898

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

RANCON REALTY FUND V

A California Limited Partnership, and Subsidiaries

Consolidated Statements of Partners’ Equity

For the years ended December 31, 2011, 2010 and 2009

(in thousands)


	General Partner			Limited Partners			Total

Balance (deficit) at December 31, 2008	$	(1,324	)	$	18,110		$	16,786

Net loss		(118	)		(1,064	)		(1,182	)

Partial return of distribution		11			—			11


Balance (deficit) at December 31, 2009		(1,431	)		17,046			15,615

Net loss		(346	)		(3,118	)		(3,464	)


Balance (deficit) at December 31, 2010		(1,777	)		13,928			12,151

Net loss		(393	)		(3,538	)		(3,931	)


Balance (deficit) at December 31, 2011	$	(2,170	)	$	10,390		$	8,220

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

RANCON REALTY FUND V

A California Limited Partnership, and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2011, 2010 and 2009

(in thousands)


	2011			2010			2009
Cash flows from operating activities:
Net loss	$	(3,931	)	$	(3,464	)	$	(1,182	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		5,852			5,528			5,089
Amortization of loan fees, included in interest expense		81			80			81
Provision for impairment of real estate		—			2,300			—
Changes in certain assets and liabilities:
Accounts receivable		30			(125	)		(46	)
Deferred costs		(521	)		(594	)		(459	)
Prepaid expenses and other assets		642			(20	)		(652	)
Accounts payable and other liabilities		(28	)		(92	)		(218	)
Prepaid rent		(269	)		(266	)		325


Net cash provided by operating activities		1,856			3,347			2,938


Cash flows from investing activities:
Additions to real estate investments		(1,426	)		(1,621	)		(1,134	)
Payments received from tenant improvement note receivable		—			40			35


Net cash used in investing activities		(1,426	)		(1,581	)		(1,099	)


Cash flows from financing activities:
Note payable principal payments		(992	)		(938	)		(888	)
Return from / (distributions to) General Partner		—			—			11


Net cash used in financing activities		(992	)		(938	)		(877	)


Net (decrease) increase in cash and cash equivalents		(562	)		828			962

Cash and cash equivalents at beginning of year		6,335			5,507			4,545


Cash and cash equivalents at end of year	$	5,773		$	6,335		$	5,507

Supplemental disclosure of cash flow information:
Cash paid for interest	$	2,895		$	2,949		$	2,999


Supplemental disclosure of non-cash operating activities:

Write-off of fully depreciated rental property assets	$	3,585		$	2,122		$	1,977


Write-off of fully amortized deferred costs	$	1,021		$	1,275		$	660


Supplemental disclosure of non-cash investing activities:

Additions to real estate investments included in construction costs payable	$	—		$	—		$	46

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

RANCON REALTY FUND V,

A California Limited Partnership and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

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 Partnership was organized in 1985 and reached final funding in February 1989. The general partners of the Partnership are Daniel L. Stephenson and Rancon Financial Corporation (“RFC”), hereinafter collectively referred to as the “General Partner”. RFC is wholly-owned by Daniel L. Stephenson. The Partnership has no employees.

The Partnership’s initial acquisition of property in 1985 consisted of approximately 76.21 acres (unaudited) of partially developed and unimproved land located in San Bernardino, California. The property is part of a master-planned development of approximately 153 acres known as Tri-City Corporate Centre (“Tri-City”) and is zoned for mixed commercial, office, hotel, transportation-related, and light industrial uses. The balance of Tri-City is owned by Rancon Realty Fund IV (“Fund IV”), a limited partnership sponsored by the General Partner of the Partnership. As of December 31, 2011, the Partnership has thirteen properties consisting of nine office properties, a 25,000 square foot (unaudited) health club, two restaurants and a retail space.

In November 2005, in connection with a refinancing, the Partnership formed Rancon Realty Fund V Subsidiary LLC (“RRF V SUB”), a Delaware limited liability company which is wholly owned by the Partnership. The new entity was formed to satisfy certain lender requirements for a note obtained in the fourth quarter of 2005. The note is collateralized by seven properties (see Note 5) which have been contributed to RRF V SUB by the Partnership. Since RRF V SUB is wholly owned by the Partnership, the financial statements of RRF V SUB have been consolidated with those of the Partnership.

In April 2006, the Partnership formed Rancon Realty Fund V Subsidiary Two LLC (“RRF V SUB2”), a Delaware limited liability company which is wholly owned by the Partnership. The new entity was formed to satisfy certain lender requirements for a note obtained in the second quarter of 2006. The note is collateralized by four properties (see Note 5) which have been contributed to RRF V SUB2 by the Partnership. Since RRF V SUB2 is wholly owned by the Partnership, the financial statements of RRF V SUB2 have been consolidated with those of the Partnership.

As of December 31, 2011, there were 83,898 limited partnership interest (“Units”) outstanding.

The Partnership commenced on May 8, 1985 and shall continue until December 31, 2015, unless previously terminated in accordance with the provisions of the Partnership agreement.

Any references to the number of buildings, square footage, customers and occupancy stated in the financial statement footnotes are unaudited.

Allocation of Net Income and Net Loss

Allocation of net income and net loss is 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 or the General Partner would have, as a result of an allocation of cumulative net losses, a deficit balance in their capital accounts, then net losses shall not be allocated to the limited partners or General Partner, as the case may be, so as to create a capital account deficit, but such losses shall be allocated to the limited partners or General Partner with positive capital account balances until the positive capital account balances of such other partners are reduced to zero. However, if deficits are the result of cumulative distributions in excess of earnings, losses will continue to be allocated to the General Partner. Capital accounts shall be determined after taking into account all 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.

RANCON REALTY FUND V,

A California Limited Partnership and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

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.

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 their absolute discretion that it is in the best interests of the Partnership; and (ii) all distributions are subject to the payment of partnership expenses and maintenance of reasonable reserves for debt service, alterations and improvements, maintenance, replacement of furniture and fixtures, working capital and contingent liabilities.

All excess cash from operations shall be distributed 90 percent to the limited partners and 10 percent to the General Partner.

All cash from sales or refinancing and any other cash determined by the General Partner to be available for distribution other than cash from operations shall be distributed in the following order of priority: (i) first, 1 percent to the General Partner and 99 percent to the limited partners in proportion to the outstanding positive amounts of Adjusted Invested Capital (as defined in the Partnership Agreement) for each of their Units until Adjusted Invested Capital (as defined in the Partnership Agreement) for each Unit is reduced to zero; (ii) second, 1 percent to the General Partner and 99 percent to the limited partners until each of the 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: (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.

Note 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Consolidation

The accompanying consolidated financial statements present the consolidated financial position of the Partnership and its wholly-owned subsidiaries as of December 31, 2011 and 2010, the consolidated statements of operations, of partners’ equity and of cash flows of the Partnership and its wholly-owned subsidiaries for the years ended December 31, 2011, 2010 and 2009. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) 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.

Rental Properties

Rental properties, including the related land, are stated at depreciated cost unless events or circumstances indicate that such amounts cannot be recovered based on undiscounted cash flows, excluding interest, in which case the carrying value of the property is reduced to its estimated fair value. Estimated fair value is computed using estimated sales price, as determined by prevailing market values for comparable properties and/or the use of capitalization rates applied to annualized net operating income based upon the age, construction and use of the building. 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. Rental properties are reviewed for impairment whenever there is a triggering event and at least annually. The Partnership recorded impairment charges related to rental properties of $0, $2,300,000, and $0 for the years ended December 31, 2011, 2010 and 2009, respectively.

RANCON REALTY FUND V,

A California Limited Partnership and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

Depreciation is provided using the straight-line method over the useful lives of the respective assets. The useful lives are as follows:


Building and improvements		5 to 40 years
Tenant improvements		Lesser of the initial term of the related lease, or the estimated useful life of the improvement
Furniture and equipment		5 to 7 years

Construction In Progress and Land Held for Development

Construction in progress and land held for development 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 is computed using estimated sales price, based upon market values for comparable properties and considers the cost to complete and the estimated fair value of the completed project. Construction in progress and land held for development are reviewed for impairment whenever there is a triggering event and at least annually. At December 31, 2011, there was no impairment of the Partnership’s land held for development.

The pre-development costs for a new project include survey fees and consulting fees. Interest, property taxes and insurance related to the new project are capitalized during periods that activities which are necessary to get the project ready for its intended use are in progress. The capitalization ends when the construction is substantially completed and the project is ready for its intended use.

Real Estate Impairment Charges

The Partnership conducted a comprehensive review of all real estate assets in accordance with guidance related to accounting for the impairment or disposal of long lived assets, which indicates that asset values should be analyzed whenever events or changes in circumstances indicate that the carrying value of a property may not be fully recoverable. The process entailed the analysis of each asset for instances where the book value exceeded the estimated fair value. As a result of changing market conditions, one of the Partnership’s real estate assets was written down to fair value and a non-cash impairment charge was recognized.

In order to comply with disclosure requirements as outlined in the guidance, the designation of the level of inputs used in the fair value models must be determined. Inputs used in establishing fair value for real estate assets generally fall within level three, which are characterized as requiring significant judgment as little or no current market activity may be available for validation. The main indicator used to establish the classification of the inputs was current market conditions that, in many instances, resulted in the use of significant estimates in establishing fair value measurements.

The estimated fair value of the rental properties was based on the Partnership’s current market information which was used to determine capitalization and rental growth rates. When market information was not readily available, the inputs were based on management’s understanding of market conditions and the experience of the management team, although actual results could differ significantly from management’s estimates. Additional impairments may be necessary in the future in the event that market conditions deteriorate and impact the drivers used to estimate fair value. The impairment charge recognized on this asset, which is shown below (in thousands), represents the difference between the carrying value and the estimated fair value for the years ended December 31, 2011 and 2010, respectively.


	2011		2010		2009
Rental Properties	$	—	$	2,300	$	—

Fair Value of Investments

The Partnership has adopted policies related to the accounting for fair value measurements. The guidance related to accounting for fair value measurements defines fair value and establishes a framework for measuring fair value in order to meet disclosure requirements for fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. This hierarchy describes three levels of inputs that may be used to measure fair value.

Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

RANCON REALTY FUND V,

A California Limited Partnership and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

The Partnership adopted policies with respect to the fair value assets and liabilities on January 1, 2008. There was no material impact on the Partnership’s financial position, results of operations and cash flows as a result of adoption.

Fair Value Measurements as of December 31, 2011 and 2010

(in thousands of dollars)


	2011				2010
	Assets/Liabilities at Fair Value				Assets/Liabilities at Fair Value
	Level 3		Total		Level 3		Total
Assets:
Rental properties	$	—	$	—	$	3,395	$	3,395

Cash and Cash Equivalents

The Partnership considers short-term investments with an original maturity of three months or less at the time of investment to be cash and cash equivalents.

Deferred Costs

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

Revenues

The Partnership recognizes rental revenue on a straight-line basis over the term of the leases. 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. For tenants with percentage rent, the Partnership recognizes revenue when the tenants’ specified sales targets have been met. The reimbursements from tenants for real estate taxes and other recoverable operating expenses are recognized as revenue on an estimated basis during the current year. The Partnership develops a revised estimate of the amount recoverable from tenants based on updated expenses for the year and amounts to be recovered and records adjustments to income in the current year financial statement accounts. Any final changes in estimate based on lease-by-lease reconciliations and tenant negotiations and collection are recorded in the period those negotiations are settled.

Net Income (loss) Per Limited Partnership Unit

Net income (loss) per Unit is calculated using the weighted average number of Units outstanding during the period and the limited partners’ allocable share of the net income (loss).

RANCON REALTY FUND V,

A California Limited Partnership and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

Net loss per Unit is as follows (in thousands, except for weighted average shares and per share amounts):


	2011						2010						2009
Loss Allocation:	General Partner			Limited Partners			General Partner			Limited Partners			General Partner			Limited Partners

Distributed income	$	—		$	—		$	—		$	—		$	—		$	—
Allocation of excess		(393	)		(3,538	)		(346	)		(3,118	)		(118	)		(1,064	)

Net loss	$	(393	)	$	(3,538	)	$	(346	)	$	(3,118	)	$	(118	)	$	(1,064	)

Weighted average number of limited partnership units outstanding during each year					83,898						83,898						83,898

Basic and diluted loss per limited partnership unit				$	(42.17	)				$	(37.16	)				$	(12.68	)

The calculation of net loss per Unit assumes that the loss otherwise allocable to the limited partners is first used to fund distributions to the General Partner. As discussed in Note 1, because distributions of available cash have exceeded cumulative earnings and the General Partner has a deficit, the General Partner would restore that deficit in liquidation. The calculation of net loss per unit does not assume a liquidation in the periods presented and therefore the net loss per limited partner Unit may be less than what would be realized in a liquidation due to the requirement for the General Partner to restore deficits.

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 loss and partners’ equity (deficit) for financial reporting purposes will differ from the Partnership’s income tax return because of different accounting methods used for certain items, including depreciation expense, capitalization of development period interest and property taxes, income recognition and provisions for impairment of investments in real estate.

Concentration risk

One tenant, operating within the aerospace industry, represented 18% of operating revenue for the year ended December 31, 2011, and 15% for the years ended December 31, 2010 and 2009.

RANCON REALTY FUND V,

A California Limited Partnership and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

Note 3. INVESTMENTS IN REAL ESTATE

Rental properties consisted of the following at December 31, 2011 and 2010 (in thousands):


	2011			2010
Land	$	6,944		$	6,944
Land improvements		1,536			1,536
Buildings		56,253			56,284
Building and tenant improvements		13,933			16,061

		78,666			80,825
Less: accumulated depreciation		(29,775	)		(28,233	)

Total rental properties, net	$	48,891		$	52,592

As of December 31, 2011, the Partnership’s rental properties included nine office properties and four retail properties (see detailed listing of properties in Item 2. Properties).

The Partnership conducts a comprehensive review of all real estate assets in accordance with the guidance related to accounting for the impairment or disposal of long lived assets, which indicates that asset values should be analyzed whenever events or changes in circumstances indicate that the carrying value of a property may not be fully recoverable. The process entails the analysis of each asset for instances where book value exceeded the estimated fair value. As a result of continued vacancy and the expectation that, based on current market conditions, it will take longer to lease up the building than previously projected, the Partnership’s Three Parkside property was written down to fair value and a non-cash impairment charge of $2,300,000 was recognized in the year ended December 31, 2010. There were no impairment provisions recorded in the years ended December 31, 2011 and 2009.

The impairment charge disclosed above does not impact the Partnership’s liquidity, cost and availability of credit or affect the Partnership’s compliance with its various financial covenants under its credit facilities.

In 2011, 2010, and 2009 fully depreciated building and tenant improvements of $3,585,000, $2,122,000, and $1,977,000 respectively, were removed from the balances of such accounts.

Note 4. LAND HELD FOR DEVELOPMENT

Land held for development consisted of the following at December 31, 2011 and 2010 (in thousands):


	2011		2010
Land held for development
East Lake Restaurant Pad (includes approximately 0.3 acres of land with a cost basis of $166 both as of December 31, 2011 and December 31, 2010)	$	451	$	451
Land held for development (approximately 4.1 acres of land both as of December 31, 2011 and December 31, 2010)		1,043		1,043

Total land held for development	$	1,494	$	1,494

The book basis of the land held for development is shown net of an impairment provision of $820,000 at both December 31, 2011 and 2010. The original cost of the land was $1,500,000 and subsequent improvements total $363,000.

RANCON REALTY FUND V,

A California Limited Partnership and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

Note 5. NOTES PAYABLE

Notes payable as of December 31, 2011 and 2010, were as follows (in thousands):


	2011		2010
Note payable #1 collateralized by first deeds of trust on seven properties. The note has a fixed interest rate of 5.46%, a maturity date of January 1, 2016 with a 30-year amortization requiring monthly principal and interest payments of $151.	$	24,289	$	24,766

Note payable #2 collateralized by first deeds of trust on four properties. The note has a fixed interest rate of 5.61%, a maturity date of May 1, 2016 with a 30-year amortization requiring monthly principal and interest payments of $173.		27,432		27,947


Total notes payable	$	51,721	$	52,713

Note payable #1 is collateralized by Bally’s Health Club, Carnegie Business Center II, Lakeside Tower, Outback Steakhouse, Pat & Oscars, Palm Court Retail III and One Carnegie Plaza and Note payable #2 is collateralized by Brier Corporate Center, One Parkside, Two Parkside and Two Carnegie Plaza. The notes payable contain debt service coverage ratio covenants.

The annual maturities of the Partnership’s notes payable as of December 31, 2011, are as follows (in thousands):


2012	$	1,048
2013		1,108
2014		1,170
2015		23,333
2016		25,062


Total	$	51,721

RANCON REALTY FUND V,

A California Limited Partnership and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

Note 6. RELATED PARTY TRANSACTIONS

In May 2006, the Partnership extended its then current Property Management and Services Agreement (the “Agreement”) with Glenborough Properties L.P. (“Glenborough”) through December 31, 2011. Effective March 1, 2009 the Partnership and Glenborough LLC again amended the Agreement, to reduce certain fees (as noted below) charged by Glenborough LLC, and extend the term of the agreement through December 31, 2015 or earlier, until the completion of sale of all real property assets of the Partnership. On October 1, 2010, Glenborough Holdings, LLC, the parent company of Glenborough LLC, sold its ownership in Glenborough LLC to Glenborough Service, LP, together with ownership of the partnership, as described below. The terms and conditions of the Agreement remained unchanged. The Partnership continued to engage Glenborough LLC to perform services for the following fees:


		2011		2010		2009
(i)	property management fees of 2.5% effective March 1, 2009, and 3% prior to that, of gross rental revenue which was included in property operating expenses in the accompanying consolidated statements of operations	$	305,377	$	369,000	$	368,000
(ii)	a construction services fee which was capitalized and included in rental properties on the accompanying consolidated balance sheets		62,131		49,000		117,000
(iii)	an asset and Partnership management fee which was included in general and administrative expenses in the accompanying consolidated statements of operations		250,000		250,000		258,000
(iv)	a leasing services fee which was included in the deferred costs on the accompanying consolidated balance sheets		183,629		227,000		263,000
(v)	a sales fee of 1% for all properties, as amended and effective March 1, 2009		—		—		—
(vi)	a financing services fee of 1% of the gross loan amount which was included in the deferred costs on the accompanying consolidated balance sheets		—		—		—
(vii)	a development fee equal to 5% of the hard costs of the development project which was included in the construction in progress and /or rental properties on the accompanying consolidated balance sheets excluding the cost of the land, the development fee and the general contractor’s fee shall not exceed 11.5%, in the aggregate, of the hard costs of the development fee project		—		—		—
(viii)	data processing fees which were included in property operating expenses and general and administrative expenses in the accompanying consolidated statements of operations		114,504		103,000		87,000
(ix)	engineering fees which were included in property operating expenses in the accompanying consolidated statements of operations		37,404		34,000		24,000

As of December 31, 2009, Glenborough Fund XV LLC (“Fund XV”), an affiliate of Glenborough LLC, held 11,565 or 13.78% of the Units, all of which were purchased from unaffiliated third parties. As noted above, on October 1, 2010 Glenborough Holdings, the parent company of Fund XV, transferred all of its interest in the partnership to Glenborough Investors, LLC, which currently holds those units in its subsidiary, Glenborough Property Partners, LLC (“Glenborough Property Partners”). As part of the same transaction Glenborough Holdings transferred its ownership of Glenborough LLC to Glenborough Investors, LLC, which currently holds the ownership interests in that entity in its subsidiary, Glenborough Service, LP, the parent of Glenborough Property Partners. As of December 31, 2011, Glenborough Property Partners, an affiliate of Glenborough LLC, held 11,565 or 13.78% of the Units.

RANCON REALTY FUND V,

A California Limited Partnership and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

Note 7. 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 consolidated results of operations and cash flows.

General Uninsured Losses

The Partnership carries property and liability insurance with respect to the properties. This coverage has policy specification and insured limits customarily carried for similar properties. However, certain types of losses (such as from earthquakes and floods) may be either uninsurable or not economically insurable. Should the properties sustain damage as a result of an earthquake or flood, the Partnership may incur losses due to insurance deductibles, co-payments on insured losses or uninsured losses. Additionally, the Partnership has elected to obtain insurance coverage for “certified acts of terrorism” as defined in the Terrorism Risk Insurance Act of 2002, as amended and reauthorized to date; however, our policies of insurance may not provide coverage for other acts of terrorism. Any losses from such other acts of terrorism might be uninsured. Should an uninsured loss occur, the Partnership could lose some or all of its capital investment, cash flow and anticipated profits related to the properties.

Other Matters

The Partnership is contingently liable for subordinated real estate commissions payable to the General Partner in the amount of $102,000 at December 31, 2011, 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 12% per annum on their adjusted invested capital. Since the circumstances under which these commissions would be payable are not met currently, the liability has not been recognized in the accompanying consolidated financial statements; however, the amount will be recorded when and if it becomes payable.

Note 8. LEASES

The Partnership’s rental properties are leased under non-cancelable operating leases that expire at various dates through December 2019. In addition to monthly base rents, several of the leases provide for additional contingent rents based upon a percentage of sales levels attained by the tenants. Future minimum rents under non-cancelable operating leases as of December 31, 2011 are as follows (in thousands):


2012	$	10,230
2013		10,216
2014		9,092
2015		7,520
2016		5,004
Thereafter		5,631


Total	$	47,693

RANCON REALTY FUND V,

A California Limited Partnership and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

Note 9. TAXABLE INCOME

The Partnership’s tax returns, the qualification of the Partnership as a partnership for federal income tax purposes, and the amount of reported income or loss are subject to examination by federal and state taxing authorities. If such examinations result in changes to the Partnership’s taxable income or loss, the tax liability of the partners could change accordingly. The following is a reconciliation for the years ended December 31, 2011, 2010, and 2009, of the net (loss) for financial reporting purposes to the estimated taxable income (loss) determined in accordance with accounting practices used in preparation of federal income tax returns (in thousands):


	2011			2010			2009
Net loss as reported in the accompanying consolidated financial statements	$	(3,931	)	$	(3,464	)	$	(1,182	)
Financial reporting depreciation in excess of tax reporting depreciation*		1,626			1,886			1,929
Provision for impairment		—			2,300			—
Operating expenses reported in a different period for financial reporting than for income tax reporting, net*		(806	)		(31	)		(770	)


Net (loss) income for federal income tax purposes*	$	(3,111	)	$	691		$	(23	)

The following is a reconciliation of partners’ equity for financial reporting purposes to estimated partners’ equity for federal income tax purposes as of December 31, 2011 and 2010 (in thousands):


	2011			2010
Partners’ equity as reported in the accompanying consolidated financial statements	$	8,220		$	12,151
Provision for impairment of investments in real estate		5,943			5,943
Syndication costs*		(1,987	)		(1,987	)
Financial and tax accounting differences related to depreciation, carrying cost methodologies, and initial acquisition/reorganization transaction *		33,066			32,246


Partners’ equity for federal income tax purposes*	$	45,242		$	48,353

Unaudited

RANCON REALTY FUND V,

A California Limited Partnership and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

Note 10. UNAUDITED QUARTERLY RESULTS OF OPERATIONS

The following represents an unaudited summary of quarterly results of operations for the years ended December 31, 2011 and 2010 (in thousands, except for per unit amounts and units outstanding):


	Quarter Ended (unaudited)
	March 31, 2011			June 30, 2011			Sept. 30, 2011			Dec. 31, 2011
	March 31, 2011			June 30, 2011			Sept. 30, 2011			Dec. 31, 2011

Operating Revenue
Rental revenue and other	$	2,932		$	2,923		$	2,876		$	2,788
Tenant reimbursements		219			61			205			210

Total operating revenue		3,151			2,984			3,081			2,998


Operating Expenses
Property operating		1,526			1,494			1,898			1,492
Depreciation and amortization		1,214			1,179			1,247			2,212
General and administrative		248			235			225			208

Total operating expenses		2,988			2,908			3,370			3,912


Operating income (loss)		163			76			(289	)		(914	)

Interest and other income		1			8			—			—
Interest expense		(749	)		(746	)		(742	)		(739	)


Net (loss) income	$	(585	)	$	(662	)	$	(1,031	)	$	(1,653	)


Basic and diluted (loss) income per limited partnership unit: *	$	(6.27	)	$	(7.10	)	$	(11.06	)	$	(17.74	)


Weighted average number of limited partnership units outstanding during each period		83,898			83,898			83,898			83,898

*	The sum of the quarterly per unit amounts may not total to the year to date unit amounts due to changes in outstanding partnership units and rounding.

RANCON REALTY FUND V,

A California Limited Partnership and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009


	Quarter Ended (unaudited)
	March 31, 2010			June 30, 2010			Sept. 30, 2010			Dec. 31, 2010
	March 31, 2010			June 30, 2010			Sept. 30, 2010			Dec. 31, 2010

Operating Revenue
Rental revenue and other	$	3,315		$	3,285		$	3,174		$	4,359
Tenant reimbursements		247			174			275			211

Total operating revenue		3,562			3,459			3,449			4,570


Operating Expenses
Property operating		1,552			1,638			2,110			1,509
Depreciation and amortization		1,250			1,258			1,609			1,411
Provision for impairment		—			—			2,300			—
General and administrative		260			198			191			194

Total operating expenses		3,062			3,094			6,210			3,114


Operating income (loss)		500			365			(2,761	)		1,456

Interest and other income		2			1			1			1
Interest expense		(762	)		(752	)		(763	)		(752	)


Net (loss) income	$	(260	)	$	(386	)	$	(3,523	)	$	705


Basic and diluted (loss) income per limited partnership unit: *	$	(2.79	)	$	(4.14	)	$	(37.80	)	$	7.57


Weighted average number of limited partnership units outstanding during each period		83,898			83,898			83,898			83,898

*	The sum of the quarterly per unit amounts may not total to the year to date unit amounts due to changes in outstanding partnership units and rounding.

RANCON REALTY FUND V

A California Limited Partnership, and Subsidiaries

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2011

(In Thousands)


COLUMN A	COLUMN B			COLUMN C					COLUMN D					COLUMN E									COLUMN F		COLUMN G		COLUMN H		COLUMN I
				Initial Cost to Partnership					Cost Capitalized Subsequent to Acquisition					Gross Amount Carried at December 31, 2011
Description	Encumbrances			Land			Buildings and Improvements		Improvements			Carrying Cost		Land			Buildings and Improvements			(a) Total			Accumulated Depreciation		Date Construction Began		Date Acquired		Life Depreciated Over

Rental Properties:
Commercial Office -
One Carnegie Plaza			(b)	$	1,583		$	—	$	9,339		$	—	$	1,583		$	9,339		$	10,922		$	4,916		Aug-86		6/3/85		3-40 yrs.
Less: Provision for impairment of real estate					—			—		(1,657	)		—		(256	)		(1,401	)		(1,657	)		—
Two Carnegie Plaza			(c)		873			—		4,429			—		873			4,429			5,302			2,579		Jan-88		6/3/85		3-40 yrs.
Carnegie Business Center II			(b)		544			—		3,271			—		544			3,271			3,815			1,872		Oct-86		6/3/85		3-40 yrs.
Less: Provision for impairment of real estate					—			—		(299	)		—		(41	)		(258	)		(299	)		—
Lakeside Tower			(b)		834			—		10,431			—		834			10,431			11,265			5,754		Mar-88		6/3/85		3-40 yrs.
One Parkside			(c)		529			—		5,804			—		529			5,804			6,333			2,519		Feb-92		6/3/85		5-40 yrs.
Less: Provision for impairment of real estate					—			—		(700	)		—		(65	)		(635	)		(700	)		—
Two Parkside			(c)		330			—		7,934			—		1,319			6,945			8,264			2,535		Jan-96		6/3/85		5-40 yrs.
Less: Provision for impairment of real estate					(36	)		—		—			—		(36	)		—			(36	)		—
Three Carnegie					480			—		10,789			—		480			10,789			11,269			2,520				6/3/85		5-40 yrs.
Less: Provision for impairment of real estate					(20	)		—		—			—		(20	)		—			(20	)		—
Brier Corporate Center			(c)		651			—		14,915			—		651			14,915			15,566			4,744		Jan-05		6/3/85		5-40 yrs.
Less: Provision for impairment of real estate					—			—		(436	)		—		—			(436	)		(436	)		—
Three Parkside					—			—		5,929			—		—			5,929			5,929			651		May-07		6/3/85		5-40 yrs.
Less: Provision for impairment of real estate					—			—		(2,300	)				—			(2,300	)		(2,300	)		—

Commercial Office -
Bally’s Health Club			(b)		786			—		2,060			—		786			2,060			2,846			863		Jan-95		6/3/85		5-40 yrs.
Outback Steakhouse			(b)		—			—		837			—		161			676			837			251		Jan-96
Palm Court Retail #3			(b)		249			—		759			—		249			759			1,008			285		Jan-96		6/3/85		15-40 yrs.
Less: Provision for impairment of real estate					—			—		(131	)		—		—			(131	)		(131	)		—
Pat & Oscar’s			(b)		341			—		548			—		889			—			889			286		Nov-03		6/3/85		15-40 yrs.


		51,721			7,144			—		71,522			—		8,480			70,186			78,666			29,775

Land held for development:
0.3 acres		—			166			—		285			—		451			—			451			—		N/A		6/3/85		N/A
4.1 acres		—			1,500			—		363			—		1,863			—			1,863			—		Feb-07		6/3/85		N/A
Less: Provision for impairment of real estate		—			—			—		(820	)		—		(820	)		—			(820	)		—

		—			1,666			—		(172	)		—		1,494			—			1,494			—



TOTAL	$	51,721		$	8,810		$	—	$	71,350		$	—	$	9,974		$	70,186		$	80,160		$	29,775

(a)	The aggregate cost of land and buildings for federal income tax purposes is $111,431 (unaudited).

(b)	One Carnegie, Carnegie Business Center II, Lakeside Tower, Bally’s Health Club, Outback Steakhouse, Palm Court Retail III and Pat & Oscars are collateral for debt in the aggregate amount of $24,289.

(c)	Brier Corporate Center, One Parkside, Two Parkside and Two Carnegie Plaza collateral for debt in the aggregate amount of $27,432.

RANCON REALTY FUND V,

A California Limited Partnership, and Subsidiaries

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

(in thousands)

Reconciliation of gross amount at which real estate was carried for the years ended December 31, 2011, 2010 and 2009:


	2011			2010			2009
Investments in real estate:
Balance at beginning of year	$	82,319		$	85,166		$	86,009
Additions during year		1,426			1,575			1,134
Provision for impairment		—			(2,300	)		—
Write-off of fully depreciated rental property		(3,585	)		(2,122	)		(1,977	)


Balance at end of year	$	80,160		$	82,319		$	85,166


Accumulated Depreciation:

Balance at beginning of year	$	28,233		$	25,941		$	23,505
Additions charged to expense		5,127			4,414			4,413
Write-off of fully depreciated rental property		(3,585	)		(2,122	)		(1,977	)


Balance at end of year	$	29,775		$	28,233		$	25,941

See accompanying independent registered public accounting firm’s report.

EXHIBIT INDEX


Exhibit No.		Exhibit Title

(3.1)		Amended and Restated Agreement of Limited Partnership of the Partnership (included as Exhibit B to the Prospectus dated March 3, 1988, filed pursuant to Rule 424(b), File Number 2-97837, is incorporated herein by reference).

(3.2)		Third Amendment to the Amended and Restated Agreement of Limited Partnership of the Partnership, dated April 1, 1989 (filed as Exhibit 3.2 to the Partnership’s annual report on Form 10-K for the fiscal year ended November 30, 1991, file number 0-16467, is incorporated herein by reference).

(3.3)		Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of the Partnership, dated March 11, 1992 (filed as Exhibit 3.3 to the Partnership’s annual report on Form 10-K for the fiscal year ended November 30, 1991, file number 0-16467, is incorporated herein by reference).

(3.4)		Limited Partnership Agreement of RRF V Tri-City Limited Partnership, A Delaware limited partnership of which Rancon Realty Fund V, A California Limited Partnership is the limited partner (filed as Exhibit 3.4 to the Partnership’s annual report on Form 10-K for the year ended December 31, 1996, file number 0-16467, is incorporated herein by reference).

(10.1)		First Amendment to the Second Amended Management, administration and consulting agreement for services rendered by Glenborough Corporation dated August 31, 1998 (filed as Exhibit 10.1 to the Partnership’s annual report on Form 10-K for the year ended December 31, 1998, file number 0-16467, is incorporated herein by reference).

(10.2)		Promissory note in the amount of $9,600,000 dated May 9, 1996 secured by Deeds of Trust on three of the Partnership Properties (filed as Exhibit 10.3 to the Partnership’s annual report on Form 10-K for the year ended December 31, 1996, file number 0-16467, is incorporated herein by reference).

(10.3)		Agreement for Acquisition of Management Interests, dated December 20, 1994 (filed as Exhibit 10.3 to the Partnership’s quarterly report on Form 10-Q for the period ended September 30, 2003, file number 0-16467, is incorporated herein by reference).

(10.4)		Property Management and Services Agreement dated July 30, 2004 (filed as Exhibit 10.4 to the Partnership’s quarterly report on Form 10-Q for the period ended September 30, 2004, is incorporated herein by reference).

(10.5)		First Amendment to Property Management and Services Agreement dated March 30, 2005 (filed as Exhibit 10.7 to the Partnership’s current report on Form 8-K filed with the SEC on February 27, 2009, is incorporated herein by reference).

(10.6)		Second Amendment to Property Management and Services Agreement dated December 1, 2005 (filed as Exhibit 10.7 to the Partnership’s current report on Form 8-K filed with the SEC on February 27, 2009, is incorporated herein by reference).

(10.7)		Third Amendment to Property Management and Services Agreement dated May 1, 2006 (filed as Exhibit 10.7 to the Partnership’s current report on Form 8-K filed with the SEC on February 27, 2009, is incorporated herein by reference).

(10.8)		Fourth Amendment to Property Management and Services Agreement dated March 1, 2009 (filed as Exhibit 10.7 to the Partnership’s current report on Form 8-K filed with the SEC on February 27, 2009, is incorporated herein by reference).

(10.9)		Promissory note in the amount of $26,800,000 dated November 15, 2005 secured by Deeds of Trust on seven of the Partnership’s Properties (filed as Exhibit 10.5 to the Partnership’s report on Form 10-K for the year ended December 31, 2005, is incorporated herein by reference).

(10.10)		Promissory note in the amount of $30,000,000 dated April 13, 2006 secured by Deeds of Trust on four of the Partnership’s Properties (filed as Exhibit 10.6 to the Partnership’s report on Form 10-Q for the quarter ended June 30, 2006, is incorporated herein by reference).

(31)		Section 302 Certification of Daniel L. Stephenson, Chief Executive Officer and Chief Financial Officer of the General Partner of the Partnership.



(32)		Section 906 Certification of Daniel L. Stephenson, Chief Executive Officer and Chief Financial Officer of the General Partner of the Partnership.*

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

Large Accelerated Filer

Accelerated Filer

Non-accelerated filer

Smaller reporting company