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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, 2014

 

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

 

 
 

 

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, 2014 and December 31, 2013   3
         
    Consolidated Statements of Operations for the three months ended March 31, 2014 and 2013   4
         
    Consolidated Statement of Partners’ Equity for the three months ended March 31, 2014   5
         
    Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013   6
         
    Notes to Consolidated Financial Statements   7-13
         
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations   14-17
         
Item 3.   Qualitative and Quantitative Disclosures About Market Risk   17
         
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

 

2
 

 

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, 
   2014   2013 
Assets          
Investments in real estate:          
Rental properties  $65,203   $65,417 
Accumulated depreciation   (30,120)   (29,608)
Rental properties, net   35,083    35,809 
           
Land held for development   1,487    1,487 
           
Total investments in real estate   36,570    37,296 
           
Cash and cash equivalents   9,595    10,323 
Accounts receivable, net   122    101 
Deferred costs, net of accumulated amortization of $1,793 and $1,800 as of March 31, 2014 and December 31, 2014, respectively   1,569    1,667 
Prepaid expenses and other assets   2,837    2,618 
           
Total assets  $50,693   $52,005 
           
Liabilities and Partners’ Equity (Deficit)          
Liabilities:          
Notes payable  $49,279   $49,565 
Accounts payable and other liabilities   623    591 
Prepaid rent   203    165 
           
Total liabilities   50,105    50,321 
           
Commitments and contingent liabilities (Note 8)          
           
Partners’ Equity (Deficit):          
General Partner   (2,434)   (2,434)
Limited partners, 83,898 limited partnership units outstanding as of March 31, 2014 and December 31, 2013   3,022    4,118 
           
Total partners’ equity   588    1,684 
           
Total liabilities and partners’ equity  $50,693   $52,005 

 

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

 

3
 

 

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, 
   2014   2013 
         
Operating revenue          
Rental revenue and other  $2,047   $2,469 
Tenant reimbursements   105    138 
Total operating revenue   2,152    2,607 
           
Operating expenses          
Property operating expenses   1,277    1,291 
Depreciation and amortization   841    948 
General and administrative   425    236 
Total operating expenses   2,543    2,475 
           
Operating (loss) income   (391)   132 
           
Interest and other income   -    18 
Interest expense (including amortization of loan fees)   (705)   (721)
           
Loss from continuing operations   (1,096)   (571)
           
Discontinued operations          
Income from discontinued operations   -    69 
           
Net loss  $(1,096)  $(502)
           
Basic and diluted net loss per limited partnership unit  $(13.06)  $(5.98)
           
Weighted average number of limited partnership units outstanding   83,898    83,898 

 

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

 

4
 

 

RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

 

Consolidated Statement of Partners’ Equity

For the three months ended March 31, 2014

(in thousands)

(Unaudited)

 

   General   Limited     
   Partner   Partners   Total 
             
Balance (deficit) at December 31, 2013  $(2,434)  $4,118   $1,684 
                
Net loss   -    (1,096)   (1,096)
                
Balance (deficit) at March 31, 2014  $(2,434)  $3,022   $588 

 

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

 

5
 

 

RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

 

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

 

   Three Months Ended 
   March 31, 
   2014   2013 
Cash flows from operating activities:          
Net loss  $(1,096)  $(502)
Adjustments to reconcile net loss to net cash provided by operating activities:          
Depreciation and amortization   841    948 
Amortization of loan fees, included in interest expense   21    20 
Loss on sale of real estate   -    20 
Changes in certain assets and liabilities:          
Accounts receivable   (21)   92 
Deferred costs   (28)   - 
Prepaid expenses and other assets   (219)   (203)
Accounts payable and other liabilities   32    (77)
Prepaid rent   38    (98)
           
Net cash (used in) provided by operating activities   (432)   200 
           
Cash flows from investing activities:          
Additions to real estate investments   (10)   (531)
Proceeds from sale of real estate   -    2,820 
           
Net cash (used in) provided by investing activities   (10)   2,289 
           
Cash flows from financing activities:          
Notes payable principal payments   (286)   (271)
           
Net cash (used in) financing activities   (286)   (271)
           
Net (decrease) increase in cash and cash equivalents   (728)   2,218 
           
Cash and cash equivalents at beginning of period   10,323    4,413 
           
Cash and cash equivalents at end of period  $9,595   $6,631 
           
Supplemental disclosure of cash flow information:          
Cash paid for interest  $684   $701 
           
Supplemental disclosure of non-cash operating activities:          
           
Write-off of fully depreciated rental property assets  $224   $532 
           
Write-off of fully amortized deferred costs  $133   $411 
           
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.

 

6
 

 

RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

 

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, 2014, there were 83,898 Units (“Units”) outstanding.

 

The Partnership commenced on May 8, 1985 and had a term which was set to expire on December 31, 2015 in accordance with the provisions of the Partnership Agreement. On April 21, 2014, the Partnership sent a Consent Solicitation Statement to its Limited Partners seeking their consent to the dissolution of the Partnership prior to December 31, 2015, in accordance with the terms of a Plan of Liquidation adopted by the General Partner on April 10, 2014. The dissolution required the approval of Limited Partners holding 50% of the outstanding units. On May 8, 2014, the dissolution was approved by Limited Partners holding 50% of the outstanding units, and the Plan of Liquidation became effective. Consequently the General Partner has begun an orderly liquidation of the Partnership’s assets. Management anticipates that the Partnership will complete the sale of its properties within 12-18 months. However, because of numerous uncertainties, the liquidation process may take longer or shorter than expected. Dissolution can be a complex process that may depend on a number of factors, most of which are beyond the Partnership’s control. There can be no assurance that the liquidation will be completed within a specified time frame.

 

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.

 

7
 

 

RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

 

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 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, 2014 and December 31, 2013, the consolidated results of operations of the Partnership and its subsidiaries for the three months ended March 31, 2014 and 2013, the consolidated statement of partners’ equity for the three months ended March 31, 2014 and cash flows of the Partnership for the three months ended March 31, 2014 and 2013. 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, 2014 and December 31, 2013, and the related consolidated statements of operations and cash flows for the three months ended March 31, 2014 and 2013, and the consolidated statement of partners’ equity for the three months ended March 31, 2014.

 

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.

 

8
 

 

RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

 

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. 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 or the property is classified as held for sale. 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.

 

9
 

 

RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

 

Net Loss Per Limited Partnership Unit

 

Net 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 loss.

 

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

 

   For the three months ended 
   March 31, 2014   March 31, 2013 
Loss allocation:  General
Partner
   Limited
Partners
   General
Partner
   Limited
Partners
 
                 
Net loss  $-   $(1,096)  $-   $(502)
                     
Weighted average number of limited partnership units outstanding during each period        83,898         83,898 
                     
Basic and diluted loss per limited partnership unit       $(13.06)       $(5.98)

 

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.

 

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, 2014. 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, 2014, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are 2010, 2011, 2012 and 2013.

 

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

 

One tenant, a legal firm, represented 10.3% of the rental revenue for the three months ended March 31, 2014. No tenant represented more than 10% of the rental revenue for the three months ended March 31, 2013.

 

Reference to 2013 audited consolidated financial statements

 

These unaudited consolidated financial statements should be read in conjunction with the notes to the audited consolidated financial statements included in the Partnership’s December 31, 2013 audited consolidated financial statements on Form 10-K.

 

10
 

 

RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

 

Note 3.INVESTMENTS IN REAL ESTATE

 

Rental properties consist of the following (in thousands):

 

   March 31,   December 31, 
   2014   2013 
Land  $6,406   $6,406 
Land improvements   1,536    1,536 
Buildings   46,970    46,970 
Building and tenant improvements   10,291    10,505 
    65,203    65,417 
Less: accumulated depreciation   (30,120)   (29,608)
Total rental properties, net  $35,083   $35,809 

 

As of March 31, 2014, 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. The note was repaid during the second quarter of 2013.

 

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):

 

Rancon Realty Fund V
Consolidated Statement of Operations
 
   Three months ended March 31, 
   2014   2013 
Operating revenue:          
Rental income  $   $189 
Tenant reimbursements and other income       7 
Total operating revenue       196 
           
Expenses:          
Operating       107 
Depreciation & amortization        
Loss on sale of property       20 
Total expenses       127 
           
Income (loss) from discontinued operations       69 

 

Note 5.LAND HELD FOR DEVELOPMENT

 

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

 

   March 31,   December 31, 
   2014   2013 
East Lake Restaurant Pad (includes approximately 0.3 acres of land with a cost basis of $166 as of March 31, 2014 and December 31, 2013)  $451   $451 
Land held for development (approximately 4.1 acres of land as of March 31, 2014 and December 31, 2013)   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 as of March 31, 2014 and December 31, 2013.

 

11
 

 

RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

 

Note 6.NOTES PAYABLE

 

Notes payable consists of the following (in thousands):

   March 31,   December 31, 
   2014   2013 
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.  $23,114   $23,252 
           
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.   26,165    26,313 
Total notes payable  $49,279   $49,565 

 

Note payable #1 is collateralized by 784 East Hospitality, Carnegie Business Center II, Lakeside Tower, Outback Steakhouse, 690 East Hospitality, 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, 2014, 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, 2014, are as follows (in thousands):

 

2014   785 
2015   1,231 
2016   47,263 
Total  $49,279 

 

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RANCON REALTY FUND V,

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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,
   2014  2013
       
(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  $54,000   $71,000 
(ii)  construction services fees which were capitalized and included in rental properties on the accompanying consolidated balance sheets   8,000    42,000 
(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   7,000    - 
(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   30,000    29,000 
(viii)  engineering fees which were included in property operating expenses in the accompanying consolidated statements of operations   8,000    9,000 

 

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, 2014, 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.

 

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, 2014 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 considered remote, the liability has not been recognized in the accompanying consolidated financial statements; however, the amount will be recorded when and if it becomes probable.

  

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RANCON REALTY FUND V,

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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, 2013 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.

 

The Partnership commenced on May 8, 1985 and had a term which was set to expire on December 31, 2015 in accordance with the provisions of the Partnership Agreement. On April 21, 2014, the Partnership sent a Consent Solicitation Statement to its Limited Partners seeking their consent to the dissolution of the Partnership prior to December 31, 2015 in accordance with the terms of a Plan of Liquidation adopted by the General Partner on April 10, 2014. The dissolution required the approval of Limited Partners holding 50% of the outstanding units. On May 8, 2014, the dissolution was approved by Limited Partners holding 50% of the outstanding units, and the Plan of Liquidation became effective. Consequently, the General Partner has begun an orderly liquidation of the Partnership’s assets. Management anticipates that the Partnership will complete the sale of its properties within 12-18 months. However, because of numerous uncertainties, the liquidation process may take longer or shorter than expected. Dissolution can be a complex process that may depend on a number of factors, most of which are beyond the Partnership’s control. There can be no assurance that the liquidation will be completed within a specified time frame.

 

Overview

 

Tri-City Properties

 

As of March 31, 2014, 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 
784 East Hospitality  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 
690 East Hospitality  Restaurant   5,100 
Brier Corporate Center  Three-story office building   104,501 
Three Parkside  Two-story office building   29,076 
Total      668,104 

 

For the three months ended March 31, 2014, the weighted average occupancy of the twelve properties was 62%.

 

Land

 

As of March 31, 2014, 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.

 

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RANCON REALTY FUND V,

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Results of Operations

 

Comparison of the three months ended March 31, 2014 to the three months ended March 31, 2013

 

Revenue

 

Rental revenue and other decreased by $422,000, or 17%, for the three months ended March 31, 2014 compared to the three months ended March 31, 2013, due primarily to decreased occupancy. Occupancy at March 31, 2014 was 64% compared to occupancy at March 31, 2013 of 72%.

 

Tenant reimbursements decreased $33,000, or 24%, for the three months ended March 31, 2014 compared to the three months ended March 31, 2013, due to decreased occupancy as well as reduced overtime HVAC.

 

Expenses

 

Property operating expenses decreased slightly by $14,000, or 1%, for the three months ended March 31, 2014 compared to the three months ended March 31, 2013. The decrease was primarily due to lower repairs and maintenance costs across all properties.

 

Depreciation and amortization decreased by $107,000, or 11%, for the three months ended March 31, 2014, compared to the three months ended March 31, 2013 due to assets which were previously fully depreciated.

 

General and administrative expenses increased by $189,000, or 80%, for the three months ended March 31, 2014 compared to the three months ended March 31, 2013. The increase was primarily due to higher investor relations costs primarily relating to the dissolution proxy.

 

Interest expense decreased by $16,000, or 2%, for the three months ended March 31, 2014 compared to the three months ended March 31, 2013 due to regular principal amortization.

 

Liquidity and Capital Resources

 

As of March 31, 2014, we had cash and cash equivalents of $9,595,000.

 

As of March 31, 2014, our liabilities include two notes payable with total borrowing of $49,279,000. These notes are collateralized by properties with an aggregate net carrying value of approximately $36,162,000. 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 784 East Hospitality, Carnegie Business Center II, Lakeside Tower, Outback Steakhouse, 690 East Hospitality, 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, 2014, 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, 2014 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 considered remote, the liability has not been recognized in the accompanying consolidated financial statements; however, the amount will be recorded when and if it becomes probable.

 

Cash flows

 

Cash used in operating activities was $432,000 for the three months ended March 31, 2014 as compared to cash provided by operating activities of $200,000 for the three months ended March 31, 2013 due to an increase in net loss related to decreased occupancy and the dissolution proxy solicitation costs.

 

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RANCON REALTY FUND V,

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Cash used in investing activities was $10,000 for the three months ended March 31, 2014 as compared to cash provided by investing activities of $2,289,000 for the three months ended March 31, 2013 primarily due to the sale of Three Carnegie on March 7, 2013 and lower capital expenditures in the three months ended March 31, 2014 compared to the same period ended March 31, 2013.

 

Cash used in financing activities was $286,000 for the three months ended March 31, 2014 as compared to $271,000 for the three months ended March 31, 2013. 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, 2014, together with cash from operations, sales and financing, will be adequate to meet our operating requirements 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.

 

Contractual Obligations

 

As of March 31, 2014, our contractual obligations are as follows (in thousands):

 

   Less than      
   1 year  1 to 3 years  Total
Collateralized mortgage loans  $1,187   $48,092   $49,279 
Interest on indebtedness   2,700   $2,448    5,148 
Total  $3,887   $50,540   $54,427 

 

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, 2013.

 

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

 

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RANCON REALTY FUND V,

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§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;

 

§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, 2013. 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   
   2014  2015  2016  Total
   (in thousands)
Collateralized fixed rate debt at 5.46%  $377   $591   $22,146   $23,114 
Collateralized fixed rate debt at 5.61%   408    640    25,117    26,165 

  

As of March 31, 2014, we had cash and cash equivalents of $9,595,000.

 

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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, 2014 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, 2013.

 

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

 

2Plan of Liquidation of the Partnership, dated April 10, 2014 (included as Appendix A to Schedule 14A dated April 21, 2014, file number 0-16467), is incorporated herein by reference.

 

3Sixth Amendment to the Amended and Restated Agreement of Limited Partnership of the Partnership dated March 27, 2014 (included as exhibit 3.1 to the Form 8-K dated March 27, 2014, file number 0-16467), is incorporated herein by reference.

 

31Certification 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.

 

32Certification 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.INSXBRL Instance Document.

 

101.SCHXBRL Taxonomy Extension Schema Document.

 

101.CALXBRL Taxonomy Extension Calculation Linkbase Document.

 

101.DEFXBRL Taxonomy Extension Definition Linkbase Document.

 

101.LABXBRL Taxonomy Extension Labels Linkbase Document.

 

101.PREXBRL Taxonomy Extension Presentation Linkbase Document.

 

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RANCON REALTY FUND V,

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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 12, 2014 By: /s/  Daniel L. Stephenson
      Daniel L. Stephenson, President
       
Date: May 12, 2014 By: /s/  Daniel L. Stephenson
      Daniel L. Stephenson, General Partner

 

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RANCON REALTY FUND V,

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EXHIBIT INDEX

RANCON REALTY FUND V,

A CALIFORNIA LIMITED PARTNERSHIP

  

Exhibit 2   Plan of Liquidation of the Partnership dated April 10, 2014 (included as Appendix A to Schedule 14A dated April 21, 2014, file number 0-16467), is incorporated herein by reference.
     
Exhibit 3   Sixth Amendment to the Amended and Restated Agreement of Limited Partnership of the Partnership dated March 27, 2014 (included as exhibit 3.1 to the Form 8-K dated March 27, 2014, file number 0-16467), is incorporated herein by reference.
     
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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