Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

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

For the quarterly period ended March 31, 2013

OR

 

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

Commission file number: 0-16467

 

 

RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

 

 

 

California		33-0098488
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
400 South El Camino Real, Suite 1100
San Mateo, California		94402-1708
(Address of principal		(Zip Code)
executive offices)

(650) 343-9300

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant 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 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):

 

Large Accelerated Filer		¨		Accelerated Filer		¨
Non-accelerated filer		¨		Smaller reporting company		x

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

 

 

 

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INDEX RANCON REALTY FUND V, A CALIFORNIA LIMITED PARTNERSHIP
				Page No.
PART I		FINANCIAL INFORMATION
Item 1.		Consolidated Financial Statements of Rancon Realty Fund V (Unaudited):
		Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012			3
		Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012			4
		Consolidated Statement of Partners’ Equity for the three months ended March 31, 2013			5
		Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012			6
		Notes to Consolidated Financial Statements			7-14
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			15-18
Item 3.		Qualitative and Quantitative Disclosures About Market Risk			18
Item 4.		Controls and Procedures			18
PART II		OTHER INFORMATION
Item 1.		Legal Proceedings			19
Item 1A.		Risk Factors			19
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			19
Item 3.		Defaults Upon Senior Securities			19
Item 4.		Mine Safety Disclosures			19
Item 5.		Other Information			19
Item 6.		Exhibits			19
SIGNATURES					20

 

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PART I.

FINANCIAL INFORMATION

 

Item 1.

Financial Statements

RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

Consolidated Balance Sheets

(in thousands, except units outstanding)

(Unaudited)

 

		March 31,				December 31,
		2013				2012
Assets
Investments in real estate:
Rental properties		$	66,732			$	76,750
Accumulated depreciation			(29,004	)			(31,673	)
Rental properties, net			37,728				45,077
Land held for development			1,487				1,487
Total investments in real estate			39,215				46,564
Cash and cash equivalents			6,631				4,413
Note Receivable			4,800				—
Accounts receivable, net			99				211
Deferred costs, net of accumulated amortization of $1,871 and $2,138 as of March 31, 2013 and December 31, 2012, respectively			1,827				2,172
Prepaid expenses and other assets			2,561				2,778
Total assets		$	55,133			$	56,138
Liabilities and Partners’ Equity (Deficit)
Liabilities:
Notes payable		$	50,402			$	50,673
Accounts payable and other liabilities			704				793
Accounts payable - CIP			—				45
Prepaid rent			69				167
Total liabilities			51,175				51,678
Commitments and contingent liabilities (Note 7)
Partners’ Equity (Deficit):
General Partner			(2,434	)			(2,434	)
Limited partners, 83,898 limited partnership units outstanding as of March 31, 2013 and December 31, 2012			6,392				6,894
Total partners’ equity			3,958				4,460
Total liabilities and partners’ equity		$	55,133			$	56,138

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

 

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RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

Consolidated Statements of Operations

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

(Unaudited)

 

		Three Months Ended
		March 31,
		2013				2012
Operating revenue
Rental revenue and other		$	2,469			$	2,403
Tenant reimbursements			138				169
Total operating revenue			2,607				2,572
Operating expenses
Property operating expenses			1,291				1,324
Depreciation and amortization			948				963
General and administrative			236				250
Total operating expenses			2,475				2,537
Operating income			132				35
Interest and other income			18				—
Interest expense (including amortization of loan fees)			(721	)			(735	)
Loss from continuing Operations			(571	)			(700	)
Discontinued operations
Income (Loss) from discontinued operations			69				(24	)
Net loss		$	(502	)		$	(724	)
Basic and diluted net loss per limited partnership unit		$	(5.98	)		$	(7.77	)
Weighted average number of limited partnership units outstanding			83,898				83,898

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

 

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RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

Consolidated Statement of Partners’ Equity

For the three months ended March 31, 2013

(in thousands)

(Unaudited)

 

		General				Limited
		Partner				Partners				Total
Balance (deficit) at December 31, 2012		$	(2,434	)		$	6,894			$	4,460
Net loss			—				(502	)			(502	)
Balance (deficit) at March 31, 2013		$	(2,434	)		$	6,392			$	3,958

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

 

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RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

 

		Three Months Ended
		March 31,
		2013				2012
Cash flows from operating activities:
Net loss		$	(502	)		$	(724	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization			948				1,108
Amortization of loan fees, included in interest expense			20				20
Loss on sale of real estate			20				—
Changes in certain assets and liabilities:
Accounts receivable			92				(26	)
Deferred costs			—				(69	)
Prepaid expenses and other assets			(203	)			(370	)
Accounts payable and other liabilities			(77	)			(31	)
Prepaid rent			(98	)			140
Net cash provided by operating activities			200				48
Cash flows from investing activities:
Additions to real estate investments			(531	)			(54	)
Proceeds from sale of real estate			2,820				—
Net cash provided by (used) in investing activities			2,289				(54	)
Cash flows from financing activities:
Notes payable principal payments			(271	)			(257	)
Net cash used in financing activities			(271	)			(257	)
Net increase (decrease) in cash and cash equivalents			2,218				(263	)
Cash and cash equivalents at beginning of period			4,413				5,773
Cash and cash equivalents at end of period		$	6,631			$	5,510
Supplemental disclosure of cash flow information:
Cash paid for interest		$	701			$	715
Supplemental disclosure of non-cash operating activities:
Write-off of fully depreciated rental property assets		$	532			$	161
Write-off of fully amortized deferred costs		$	411			$	11
Supplemental disclosure of non-cash investing activities:
Note receivable from sale of real estate		$	4,800			$	—

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

 

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RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements

(Unaudited)

 

Note 1.

ORGANIZATION

Rancon Realty Fund V, a California Limited Partnership (“the Partnership”), was organized in accordance with the provisions of the California Uniform 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.

As of March 31, 2013, there were 83,898 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.

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.

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% to the limited partners and 10% 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% to the General Partner and 99% 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% to the General Partner and 99% 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% 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

 

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RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements

(Unaudited)

 

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% to the General Partner and 1% to the limited partners, until the General Partner has received an amount equal to 20% of all distributions of cash from sales or refinancing; and (iv) the balance, 80% to the limited partners, pro rata in proportion to the number of Units held by each, and 20% to the General Partner.

 

Note 2.

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements present the consolidated financial position of the Partnership and its subsidiaries as of March 31, 2013 and December 31, 2012, and the consolidated results of operations and cash flows of the Partnership and its subsidiaries for the three months ended March 31, 2013 and 2012. All significant intercompany transactions, receivables and payables have been eliminated in consolidation.

The accompanying interim financial statements are unaudited; however, the financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States of America for complete financial statements.

In the opinion of the General Partner, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal accruals) necessary to present fairly the consolidated financial position of the Partnership as of March 31, 2013 and December 31, 2012, and the related consolidated statements of operations and cash flows for the three months ended March 31, 2013 and 2012, and the consolidated statement of partners’ equity for the three months ended March 31, 2013.

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, in which case, the carrying value of the property is reduced to its estimated fair value to the extent the carrying value is greater than the undiscounted future cash flows excluding interest. 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.

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 improvements
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.

The pre-development costs for a new project are capitalized and 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.

 

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RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements

(Unaudited)

 

Sales of Real Estate

The Partnership recognizes sales of real estate when a contract has been executed, a closing has occurred, the buyer’s initial and continuing investment is adequate to demonstrate a commitment to pay for the property and the Partnership does not have a substantial continuing involvement in the property or the determination that the property is held for sale. Each property is deemed a separately identifiable component of the Partnership and is reported in discontinued operations when the operations and cash flows of the property have been (or will be) eliminated from the ongoing operations of the Partnership as a result of a disposal transaction. Interest expense associated with a mortgage loan is classified as a component of discontinued operations if that loan is directly collateralized by a property classified as a discontinued operation.

Fair Value of Investments

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.

Cash and Cash Equivalents

The Partnership considers short-term investments with an original maturity of ninety days 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.

 

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RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements

(Unaudited)

 

Net (Loss) Income Per Limited Partnership Unit

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

Net (loss) income per Unit is as follows (in thousands, except for weighted average units and per unit amounts):

 

		For the three months ended
		March 31, 2013								March 31, 2012
		General Partner				Limited Partners				General Partner				Limited Partners
(Loss) Income allocation:
Net loss		$	—			$	(502	)		$	(72	)		$	(652	)
Weighted average number of limited partnership units outstanding during each period							83,898								83,898
Basic and diluted loss per limited partnership unit						$	(5.98	)						$	(7.77	)

The calculation of net (loss) income per Unit assumes that the income (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.

Income Taxes

Income taxes on Partnership income are the responsibility of the individual partners. Accordingly, no provision for income taxes is included in the accompanying consolidated financial statements. The Partnership determines whether a tax position of the Partnership is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement which could result in the Partnership recording a tax liability that would reduce partners’ capital. Based on its analysis, the Partnership has determined that it has not incurred any liability for unrecognized tax benefits as of March 31, 2013. However, the Partnership’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of changes to tax laws, regulations and interpretations thereof. As of March 31, 2013, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are 2010, 2011 and 2012.

The Partnership files US Federal tax returns and state tax returns in California, Georgia, Indiana, Maine, Missouri, New Jersey, New York, Oregon, Pennsylvania and West Virginia.

Concentration Risk

No tenant represented more than 10% of the rental revenue for the three months ended March 31, 2013 or 2012.

Reference to 2012 audited consolidated financial statements

These unaudited consolidated financial statements should be read in conjunction with the notes to audited consolidated financial statements included in the Partnership’s December 31, 2012 audited consolidated financial statements on Form 10-K.

 

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RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements

(Unaudited)

 

Note 3.

INVESTMENTS IN REAL ESTATE

Rental properties consist of the following (in thousands):

 

		March 31,				December 31,
		2013				2012
Land		$	6,406			$	6,797
Land improvements			1,536				1,536
Buildings			46,970				55,145
Building and tenant improvements			11,820				13,272
			66,732				76,750
Less: accumulated depreciation			(29,004	)			(31,673	)
Total rental properties, net		$	37,728			$	45,077

As of March 31, 2013, the Partnership’s rental properties included eight office properties and four retail properties (see detailed listing of properties in Item 2. Properties).

 

Note 4.

Disposition of Rental Property

During the first quarter of 2013, the Partnership received an unsolicited offer to sell the Three Carnegie property. The sale was concluded on March 7, 2013 to an unrelated third party for a gross sales price of $8,000,000. The buyer paid the Partnership $3,200,000 in consideration and the balance was paid by the buyer’s issuance of a promissory note to the Partnership in the amount of $4,800,000, bearing interest at the rate of 5.5% per annum, with a 60-day maturity and an election to extend the maturity date for an additional sixty days.

In accordance with the guidance relating to discontinued operations, the related operating results from this sold property are classified as discontinued operations in the accompanying consolidated statements of operations as follows (in thousands):

 

		Three months ended March 31,
		2013				2012
Operating revenue:
Rental income		$	189			$	263
Tenant reimbursements and other income			7				10
Total operating revenue			196				273
Expenses:
Operating			107				151
Depreciation & amortization			—				146
Loss on sale of property			20				—
Total expenses			127				297
Income (loss) from discontinued operations			69				(24	)

 

Note 5.

LAND HELD FOR DEVELOPMENT

Land held for development consists of the following (in thousands):

 

		March 31,				December 31,
		2013				2012
East Lake Restaurant Pad (includes approximately 0.3 acres of land with a cost basis of $166 as of March 31, 2012 and December 31, 2011)		$	451			$	451
Land held for development (approximately 4.1 acres of land as of March 31, 2012 and December 31, 2011)			1,036				1,036
Total land held for development		$	1,487			$	1,487

The book basis of the land held for development is shown net of an impairment provision of $820,000. The original cost of the land was $1,500,000 and subsequent improvements total $363,000. Approximately $7,000 of land held for development was sold to the San Bernardino County Transportation Commission in 2012.

 

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RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements

(Unaudited)

 

Note 6.

NOTES PAYABLE

Notes payable consists of the following (in thousands):

 

		March 31,				December 31,
		2013				2012
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.		$	23,654			$	23,784
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.			26,748				26,889
Total notes payable		$	50,402			$	50,673

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. Both loan documents provide that if a debt service coverage ratio of 1.2 to 1 (as calculated by the lender) is not maintained, the lender has the right to notify the Partnership that a triggering event has occurred. If a triggering event has occurred, the lender would have certain rights to retain revenues generated by the property in excess of property operating expenses, taxes, insurance, capital improvement costs and debt service as additional cash collateral, rather than returning such amounts to the Partnership. As of March 31, 2013, the Partnership has not been notified by the lender that a triggering event has occurred.

The annual maturities on the Partnership’s notes payable as of March 31, 2013, are as follows (in thousands):

 

2013		$	742
2014			1,165
2015			1,231
2016			47,264
Total		$	50,402

 

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RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements

(Unaudited)

 

Note 7.

RELATED PARTY TRANSACTIONS

Glenborough LLC earns fees from the Partnership as prescribed by the Property Management and Services Agreement (the “Agreement”). The Agreement is in effect until the earlier of December 31, 2015 or the completion of the sale of all real property assets of the Partnership. The terms and conditions of the Agreement are to perform services for the following fees:

 

		Three Months Ended
		March 31,				March 31,
		2013				2012
(i) property management fees of 2.5% of gross rental revenue which were included in property operating expenses in the accompanying consolidated statements of operations		$	71,000			$	87,000
(ii) construction services fees which were capitalized and included in rental properties on the accompanying consolidated balance sheets			42,000				19,000
(iii) an asset and Partnership management fee which was included in general and administrative expenses in the accompanying consolidated statements of operations			63,000				63,000
(iv) leasing services fees which were included in deferred costs on the accompanying consolidated balance sheets			—				45,000
(v) a sales fee of 1% for all properties			80,000				—
(vi) a financing services fee of 1% of the gross loan amount which would be included in deferred costs on the accompanying consolidated balance sheets			—				—
(vii) data processing fees which were included in property operating expenses in the accompanying consolidated statements of operations			29,000				30,000
(viii) engineering fees which were included in property operating expenses in the accompanying consolidated statements of operations			9,000				10,000

On October 1, 2010, Glenborough Holdings, LLC (Glenborough Holdings) 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 March 31, 2013, Glenborough Property Partners, an affiliate of Glenborough LLC, held 11,565 or 13.78% of the Units.

 

Note 8.

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.

 

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RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements

(Unaudited)

 

Other Matters

The Partnership is contingently liable for subordinated real estate commissions payable to the General Partner in the amount of $102,000 at March 31, 2013 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 currently met, the liability has not been recognized in the accompanying consolidated financial statements; however, the amount will be recorded when and if it becomes payable.

 

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Item 2.

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

The following discussion should be read in conjunction with our December 31, 2012 audited consolidated financial statements and the notes thereto included in our latest Annual Report on Form 10-K.

Background

In June 1985, our initial acquisition of property 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 and all of the parcels thereof are separately owned by us and Rancon Realty Fund IV (“Fund IV”), a partnership sponsored by the General Partner.

Overview

Tri-City Properties

As of March 31, 2013, our rental properties consist of eight office and four retail properties, aggregating approximately 668,000 rentable square feet, of which 625,000 square feet are office space, and 43,000 square feet are retail space.

 

Property		Type		Square Footage
One Carnegie Plaza		Two two-story office buildings			107,276
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
Brier Corporate Center		Three-story office building			104,501
Three Parkside		Two-story office building			29,076
Total					668,104

As of March 31, 2013, the weighted average occupancy of the twelve properties was 72%.

On March 7, 2013 the Partnership sold the Three Carnegie property. The sale to an unrelated party for a gross sales price of $8,000,000 included $3,200,000 paid in consideration and the buyer’s issuance of a promissory note to the Partnership in the amount of $4,800,000, bearing interest at the rate of 5.5% per annum, with a 60-day maturity and an election to extend the maturity date for an additional sixty days.

Land

As of March 31, 2013, the Partnership owned approximately 4.4 acres of land. 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.

Results of Operations

Comparison of the three months ended March 31, 2013 to the three months ended March 31, 2012

Revenue

Rental revenue and other increased by $66,000, or 3%, for the three months ended March 31, 2013 compared to the three months ended March 31, 2012, due primarily to increased occupancy at One Carnegie Plaza, Two Carnegie Plaza and One Parkside. Increases in occupancy of 14% at each property from the first quarter of 2012 to the first quarter of 2013 were partially offset by a decrease in occupancy of 6% at Lakeside Tower from the first quarter of 2012 to the first quarter of 2013. Overall occupancy of the portfolio increased from 67% for the quarter ended March 31, 2012 to 72% for the quarter ended March 31, 2013.

 

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Tenant reimbursements decreased $31,000, or 18%, for the three months ended March 31, 2013 compared to the three months ended March 31, 2012, due to decreased overtime HVAC requests and operating expense budgets lower reimbursable expenses which result in lower tenant reimbursements.

Expenses

Property operating expenses decreased $33,000, or 2%, for the three months ended March 31, 2013 compared to the three months ended March 31, 2012. The decrease was primarily due to lower repairs and maintenance costs across all properties.

Depreciation and amortization decreased by $15,000, or 2%, for the three months ended March 31, 2013, compared to the three months ended March 31, 2012.

General and administrative expenses decreased by $14,000, or 6%, for the three months ended March 31, 2013 compared to the three months ended March 31, 2012. The decrease was primarily due to lower investor relations costs.

Interest expense decreased by $14,000, or 2%, for the three months ended March 31, 2013 compared to the three months ended March 31, 2012 due to a lower principal balance.

Liquidity and Capital Resources

As of March 31, 2013, we had cash and cash equivalents of $6,631,000.

As of March 31, 2013, our liabilities include two notes payable with total borrowing of $50,402,000. These notes are collateralized by properties with an aggregate net carrying value of approximately $41,335,000. Note payable #1 matures in January 2016, requires monthly principal and interest payments of $151,000, bears interest at a fixed rate of 5.46% and 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 matures in May 2016, requires monthly principal and interest payments of $173,000, bears interest at a fixed rate of 5.61% and is collateralized by Brier Corporate Center, One Parkside, Two Parkside and Two Carnegie Plaza. Both loan documents provide that if a debt service coverage ratio of 1.2 to 1 (as calculated by the lender) is not maintained, the lender has the right to notify the Partnership that a triggering event has occurred. If a triggering event has occurred, the lender would have certain rights to retain revenues generated by the property in excess of property operating expenses, taxes, insurance, capital improvement costs and debt service as additional cash collateral, rather than returning such amounts to the Partnership. As of March 31, 2013, we have not been notified by the lender that a triggering event has occurred.

We are contingently liable for subordinated real estate commissions payable to the General Partner in the aggregate amount of $102,000 at March 31, 2013 for sales that transpired 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 conditions under which these commissions would be payable are not currently met, the liability has not been recognized in the accompanying consolidated financial statements; however, the amount will be recorded when and if it becomes payable.

Cash flows

Cash provided by operating activities was $200,000 for the three months ended March 31, 2013 as compared to $48,000 for the three months ended March 31, 2012 due to changes in certain assets and liabilities resulting from the sale of Three Carnegie.

Cash provided by investing activities was $2,289,000 for the three months ended March 31, 2013 primarily due to the sale of Three Carnegie on March 7, 2013, as compared to cash used in investing activities of $54,000 for the three months ended March 31, 2012, consisting of additions to real estate.

Cash used in financing activities was $271,000 for the three months ended March 31, 2013 as compared to $257,000 for the three months ended March 31, 2012. The increase in cash used in financing activities is due to increased principal payments on notes payable.

Our expectation is that cash and cash equivalents as of March 31, 2013, together with cash from operations, sales and financing, will be adequate to meet our operating requirements and development plans on a short-term basis and for the reasonably foreseeable future. There can be no assurance that our results of operations will not fluctuate in the future and at times affect our ability to meet operating requirements.

Operationally, our primary source of funds consists of cash provided by rental activities. Other sources of funds may include permanent financing and property sales. Cash generated from property sales is generally added to our cash reserves, pending use for leasing costs at the properties or distribution to the partners.

 

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Contractual Obligations

As of March 31, 2013, our contractual obligations are as follows (in thousands):

 

		Less than
		1 year				1 to 3 years				3 to 5 years				Total
Collateralized mortgage loans		$	1,123			$	24,384			$	24,895			$	50,402
Interest on indebtedness			2,764			$	5,032			$	116				7,912
Total		$	3,887			$	29,416			$	25,011			$	58,314

We are unaware of any demands, commitments, events or uncertainties, which might affect capital resources in any material respect. In addition, we are not subject to any covenants pursuant to our collateralized debt that would constrain our ability to obtain additional capital.

Critical Accounting Policies

In the preparation of financial statements, we utilize certain critical accounting policies. There has been no change to our significant accounting policies included in the notes to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2012.

Inflation

Leases at the office properties typically provide for rent adjustment and pass-through of certain operating expenses during the term of the lease. 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-Q 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 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 expectation that changes in market interest rates will not have a material impact on the performance or the fair value of our portfolio;

 

•

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 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;

 

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•

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;

 

•

risks and uncertainties affecting property development and construction (including construction delays, cost overruns, our inability to obtain necessary permits and public opposition to these activities); and

 

•

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

The forward-looking statements in this Quarterly Report on Form 10-Q are subject to additional risks and uncertainties further discussed under “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2012. We assume no obligation to update or supplement any forward looking-statement.

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 3.

Qualitative and Quantitative Disclosures About Market Risk

Interest Rates

We are exposed to changes in interest rates obtainable on our borrowings. Our expectation is that changes in market interest rates will not have a material impact on the performance or fair value of our portfolio.

For debt obligations, the table below presents required principal payments and interest rates by expected maturity dates.

 

		Expected Maturity Date
		2013				2014				2015				2016				Total
		(in thousands)
Collateralized fixed rate debt at 5.46%		$	357			$	560			$	591			$	22,146			$	23,654
Collateralized fixed rate debt at 5.61%			385				605				640				25,118				26,748

As of March 31, 2013, we had cash and cash equivalents of $6,631,000.

 

Item 4.

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 quarterly 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 quarterly 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.

There have not been any changes in the Partnership’s internal control over financial reporting that occurred during the Partnership’s fiscal quarter ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

Item 1.

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 have a material adverse effect on the Partnership’s financial position, cash flow or results of operations.

 

Item 1A.

Risk Factors

There are no material changes to any of the risk factors as previously disclosed in Item 1A. to Part I of the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

 

Item 3.

Defaults Upon Senior Securities

None.

 

Item 4.

Mine Safety Disclosures

Not applicable.

 

Item 5.

Other Information

None.

 

Item 6.

Exhibits

 

 

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SIGNATURES

Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		RANCON REALTY FUND V,
		a California limited partnership
		By:		Rancon Financial Corporation
				a California corporation, its General Partner

 

Date:        May 15, 2013		By:		/s/ Daniel L. Stephenson
				Daniel L. Stephenson, President
Date:        May 15, 2013		By:		/s/ Daniel L. Stephenson
				Daniel L. Stephenson, General Partner

 

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EXHIBIT INDEX

RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

 

Exhibit 10.1		Purchase Agreement, dated February 13, 2013 (the “Purchase Agreement”), between the Partnership, as seller, and 521 East 11th St. LLC and 1250 Fairfax LLC, as buyer (together, the “Buyer).
Exhibit 10.2		First Amendment to the Purchase Agreement, dated February 15, 2013, between the Partnership and the Buyer.
Exhibit 10.3		Second Amendment to the Purchase Agreement, dated February 27, 2013, between the Partnership and the Buyer.
Exhibit 10.4		Third Amendment to the Purchase Agreement, dated March 1, 2013, between the Partnership and the Buyer.
Exhibit 10.5		Fourth Amendment to the Purchase Agreement, dated March 5, 2013, between the Partnership and the Buyer.
Exhibit 31		Certification of Daniel L. Stephenson, Chief Executive Officer and Chief Financial Officer of the General Partner Pursuant to Rule 13a-14(a) of the Exchange Act.
Exhibit 32		Certification of Daniel L. Stephenson, Chief Executive Officer and Chief Financial Officer of the General Partner Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 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 Commission or subject to the rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of said Act.
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.

 

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