SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report March 29, 1999
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(Date of earliest event reported) (December 31, 1998)
RANCON REALTY FUND V,
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
California 0-16467 33-0098488
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
400 South El Camino Real, Suite 1100, San Mateo, California 94402
(Address of principal executive offices)
Registrant's Telephone number, including area code: (650) 343-9300
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No exhibit required.
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Rancon Realty Fund V, A California Limited Partnership (the "Registrant") hereby
(i) amends Item 7 of its Current Report on Form 8-K filed with the Securities
and Exchange Commission on January 14, 1999, to incorporate notes to the pro
forma financial statements and amend certain pro forma adjustments, and (ii)
restates Items 2 and 7 in their entirety.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 31, 1998, Rancon Realty Fund V, a California Limited Partnership,
sold 38.5 acres of land located in Ontario, California (the "Ontario land"), to
Abulafia Trust (the "buyer") for $5,500,000. The buyer is not affiliated with
the Registrant or the Registrant's general partners. The Registrant added the
net sale proceeds of approximately $5,266,000 to its cash reserves.
Item 7. FINANCIAL STATEMENTS
(b) PRO FORMA FINANCIAL STATEMENTS
The following unaudited pro forma consolidated balance sheet as of September 30,
1998 has been prepared to reflect the sale of the Ontario land as if such
transaction had been completed on September 30, 1998. The following unaudited
pro forma consolidated statements of operations for the nine months ended
September 30, 1998 and for the year ended December 31, 1997 have been prepared
to reflect the sale of the Ontario land as if such transaction had been
completed on January 1, 1997.
The pro forma consolidated financial information is unaudited and is not
necessarily indicative of the results which would have occurred if the sale of
the real estate investment had been consummated in the periods presented, or on
any particular date, nor does it purport to represent the financial position,
results of operations, or cash flows for future periods.
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<TABLE>
<CAPTION>
RANCON REALTY FUND V,
A CALIFORNIA LIMITED PARTNERSHIP
Pro Forma Consolidated Balance Sheet
As of September 30, 1998
(in thousands, except units outstanding)
(Unaudited)
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Assets Investment in real estate:
Rental property, net $ 28,704 $ -- $ 28,704
Land held for development, net 2,691 -- 2,691
Rental property held for sale, net 3,959 -- 3,959
Land held for sale, net 6,209 (5,289) 920
----------- ------------ -----------
Total real estate investments 41,563 (5,289) 36,274
Cash and cash equivalents 4,065 5,266 9,331
Pledged cash 353 -- 353
Accounts receivable 122 __ 122
Notes receivable 1,175 __ 1,175
Deferred financing costs and other fees, net 989 __ 989
Prepaid expenses and other assets 730 (4) 726
----------- ------------ -----------
Total assets $ 48,997 $ (27) $ (48,970)
=========== ============ ===========
Liabilities
Notes payable $ 13,553 $ __ $ 13,553
Accounts payable and other liabilities 710 (15) 695
Interest payable 73 -- 73
----------- ----------- -----------
Total liabilities 14,336 (15) 14,321
Commitments and contingent liabilities -- -- --
Partners' equity (deficit): (964) -- (964)
General partners
Limited partners, 96,450 limited partnership
units outstanding 35,625 (12) 35,613
----------- ------------ -----------
Total partners' equity 34,661 (12) 34,649
----------- ------------ -----------
Total liabilities and partners' equity $ 48,997 $ (27) $ 48,970
=========== ============ ===========
</TABLE>
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<TABLE>
<CAPTION>
Pro Forma Consolidated Statement of Operations
For the nine months ended September 30, 1998
(in thousands, except units outstanding and per unit amounts)
(Unaudited)
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Revenue:
Rental income $ 4,837 $ -- $ 4,837
Interest and other income 260 -- 260
----------- ----------- -----------
Total revenue 5,097 -- 5,097
----------- ----------- -----------
Expenses:
Operating 2,340 (50) 2,290
Interest 963 -- 963
Depreciation and amortization 1,331 -- 1,331
Expenses associated with land held
for development 428 -- 428
General and administrative expenses 1,010 (47) 963
----------- ------------ -----------
Total expenses 6,072 (97) 5,975
----------- ----------- -----------
Net loss $ (975) $ 97 $ (878)
=========== =========== ===========
Net loss per limited partnership unit $ (9.99) $ 0.90 $ (9.09)
============ =========== ===========
Weighted average number of limited
partnership units outstanding during the
period used to compute net loss per limited
partnership unit 96,582 96,582 96,582
=========== =========== ===========
</TABLE>
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<TABLE>
<CAPTION>
Pro Forma Consolidated Statement of Operations
For the year ended December 31, 1997
(in thousands, except units outstanding and per unit amounts)
(Unaudited)
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Revenue:
Rental income $ 6,894 $ -- $ 6,894
Interest and other income 379 -- 379
----------- ----------- -----------
Total revenue 7,273 -- 7,273
----------- ----------- -----------
Expenses:
Operating 3,190 (52) 3,138
Interest 1,298 -- 1,298
Depreciation and amortization 2,065 -- 2,065
Provision for impairment of real
estate investments 1,688 -- 1,688
Expenses associated with land held for
development 615 -- 615
General and administrative expenses 1,231 (60) 1,171
Proposed dissolution costs 479 -- 479
----------- ----------- -----------
Total expenses 10,566 112 10,454
----------- ----------- -----------
Net loss $ (3,293) $ 112 $ (3,181)
============ =========== ===========
Net loss per limited partnership unit $ (32.68) $ 1.02 $ (31.66)
=========== =========== ===========
Weighted average number of limited
partnership units outstanding during the
period used to compute net loss per limited
partnership unit 99,767 99,767 99,767
=========== =========== ===========
</TABLE>
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The accompanying Pro Forma Consolidated Balance Sheet as of September 30, 1998
and the Pro Forma Consolidated Statements of Operations for the nine months
ended September 30, 1998 and the year ended December 31, 1997, reflect the sale
of the Ontario land (as discussed in Item 2 on page 2) and include the following
pro forma adjustments.
The $5,289,000 decrease in land held for sale reflects the net book value of the
Ontario land as of September 30, 1998.
The increase in cash reflects the net cash proceeds upon the sale of the Ontario
land.
The decrease in operating expense for the nine months ended September 30, 1998
and the year ended December 31, 1997, reflects property taxes and other expenses
related to the Ontario land.
The decrease in general and administrative expense for the periods presented
primarily reflects a reduction in the asset management fee upon the sale of the
Ontario land.
The Registrant recognized a $34,000 loss on the sale of the Ontario Land, which
is not reflected in the accompanying unaudited pro forma consolidated financial
statements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
RANCON REALTY FUND V,
a California Limited Partnership (Registrant)
Date: March 29, 1999 By: /s/ Daniel L. Stephenson
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Daniel L. Stephenson
Chief Executive Officer and
Chief Financial Officer of
Rancon Financial Corporation,
General Partner of Rancon Realty
Fund V, a California Limited Partnership
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