-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J3T4kLUO3unhC3gqmTcZnNu+iYTGiDmXRfQZF9WvffXke4llTqxFIz53wekfITdH 2GCNz3X3CzUuvG471i6Luw== 0000740124-99-000001.txt : 19990215 0000740124-99-000001.hdr.sgml : 19990215 ACCESSION NUMBER: 0000740124-99-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREEN GOLD CONSOLIDATED CENTRAL INDEX KEY: 0000740124 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 330023916 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-11533 FILM NUMBER: 99533154 BUSINESS ADDRESS: STREET 1: 711 DAILY DR., SUITE 120 CITY: CAMARILLO STATE: CA ZIP: 93010 BUSINESS PHONE: 8059876921 MAIL ADDRESS: STREET 2: 591 W. LOS ANGELES AVE CITY: MOORPARK STATE: CA ZIP: 93021 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number 0-11533 GREEN GOLD CONSOLIDATED __________________________________________________________ (Exact name of registrant as specified in its charter) CALIFORNIA 33-0023916 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 711 Daily Drive, Suite 120, Camarillo, CA 93010 (Address of principal executive office) (Zip Code) (805) 987-6921 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) 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 [ ] PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS GREEN GOLD CONSOLIDATED (A CALIFORNIA LIMITED PARTNERSHIP) BALANCE SHEET December 31, September 30, 1998 1998 (Unaudited) --------- ------------ ASSETS Assets: Cash and cash equivalents $ 479,000 $ 777,000 Short-term investment -0- 427,000 Notes receivable, net 719,000 666,000 Inventories of growing crops 8,000 8,000 Accrued interest receivable 23,000 17,000 Property held for sale 519,000 655,000 Other assets 6,000 17,000 ---------- ---------- TOTAL ASSETS $1,754,000 $2,567,000 ========= ========= LIABILITIES AND PARTNERS' EQUITY Liabilities: Accounts payable and accrued liabilities $ 53,000 $ 49,000 ---------- ---------- TOTAL LIABILITIES 53,000 49,000 Partners' equity 1,701,000 2,518,000 ---------- --------- TOTAL LIABILITIES AND PARTNERS' EQUITY $1,754,000 $2,567,000 ========= ========= See accompanying notes to financial statements
GREEN GOLD CONSOLIDATED (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ending December 31, 1998 1997 ----------- --------- Revenues: Recognition of deferred profit $ 104,000 $ 2,000 Crop sales 15,000 37,000 ---------- --------- 119,000 39,000 ---------- --------- Costs and expenses: Cultural care costs - tree cops 21,000 40,000 Professional services 22,000 14,000 Management services 26,000 19,000 Property taxes 13,000 24,000 Other operating expenses 2,000 10,000 Investor services 5,000 5,000 ----------- ---------- 89,000 112,000 ----------- ---------- Income (loss) from operations 30,000 (73,000) Other income: Interest income 58,000 46,000 Other income 3,000 4,000 ---------- ---------- 61,000 50,000 ---------- ---------- Net income (loss) $ 91,000 $ (23,000) ============ =========== Net income (loss) per limited partnership interest $ .009 $ (.002) =========== =========== Weighted average number of limited partnership interests outstanding during the period used to compute earnings per limited partnership interest 9,986,000 9,986,000 ========= ========= See accompanying notes to financial statements
GREEN GOLD CONSOLIDATED (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENT OF CASH FLOWS For the Three Months Ended December 31, 1998 and 1997 (Unaudited) December 31, December 31, 1998 1997 ----------- ---------- Cash flows from operating activities: Net income (loss) $ 91,000 $ (23,000) Adjustments to reconcile net loss to net cash provided by operating activities: Deferred profit recognized (104,000) (2,000) Changes in assets and liabilities: (Increase) decrease in receivables (7,000) 2,000 Decrease in other assets 12,000 1,000 Increase (decrease) in accounts payable and accrued liabilities 4,000 (5,000) ------------ ---------- Net cash used by operating activities (4,000) (27,000) ------------ ---------- Cash flows from investing activities: Collection on notes receivable 202,000 17,000 Increase in notes receivable (261,000) -0- Sales of property 136,000 -0- Additions to deferred income from property sales 109,000 -0- ------------ ---------- Net cash provided by investing activities 186,000 17,000 ------------ --------- Cash flows from financing activities: Distributions to limited partners (900,000) (320,000) Distributions to general partner (8,000) (11,000) ----------- ---------- Net cash provided by financing activities (908,000) (331,000) Net decrease in cash (726,000) (341,000) Cash at September 30 1,204,000 656,000 --------- --------- Cash at December 31 $ 478,000 $ 315,000 ========= ========= See accompanying notes to financial statements
GREEN GOLD CONSOLIDATED (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (Unaudited) A. SIGNIFICANT ACCOUNTING POLICIES Property and Depreciation - Property is stated at the lower of cost or net realizable value. Depreciation is provided on a straight-line method over the estimated useful lives of the respective assets. Inventories - Inventories, consisting of growing crops, is valued at the lower of cost or net realizable value under the first-in, first-out (FIFO) method. Cost is defined as cultural care costs related to the growing crops. Income Taxes - The Partnership reports its tax returns on the cash basis of accounting. No provision for income taxes is included in the accompanying financial statements as the Partnership's results of operations are distributed to the partners for inclusion in their respective income tax returns. Profit Recognition on Real Estate Sales - It is the Partnership's policy to defer profit on real estate sales until such time as the purchaser's cumulative investment and continued involvement in the property meet the minimum criteria for full profit recognition as set forth in the Financial Accounting Standards Board Statement No. 66, Accounting for Sales of Real Estate. Until such time as profit can be recognized under the full accrual method, the cost recovery and installment methods are used. Net Income Per Limited Partnership Interest - Net income per limited partnership interest was calculated using the weighted average of limited partnership interests outstanding during the year and the Limited Partners' share of the net income. B. GENERAL Green Gold Consolidated was organized in accordance with the Provisions of the California Uniform Limited Partnership Act for the purpose of receiving the assets and liabilities of twelve limited partnerships under common management and thereby consolidating the operations of those partnerships under an exchange transaction effective June 30, 1983. Under the exchange transaction, the Partnership issued 10,000,000 limited partnership interests (pro rata) to the holders of interests in the twelve individual limited partnerships in exchange for the assets and liabilities of those partnerships. Under the provisions of the partnership agreement, profits and losses are allocated in the ratio of 93.5% to the Limited Partners and 6.5% to the General Partner, provided that prior to the first fiscal quarter during which a distribution is made to the General Partner from the proceeds of the property sales or refinancing, all gains and losses resulting from property sales are allocated in the ratio of 99% to the Limited Partners and 1% to the General Partner. The combination of the twelve partnerships into one partnership was treated as a reorganization of entities under common control, accounted for similar to a "pooling of interest". C. NOTES RECEIVABLE Notes receivable consist of the following as of: December 31, September 30, 1998 1998 --------- ----------- First trust deed notes $1,381,000 $1,317,000 Accounts receivable 70,000 75,000 Less: Deferred profit on real estate sales (633,000) (627,000) Allowance for doubtful accounts (99,000) (99,000) ---------- --------- $ 719,000 $ 666,000 ========== ========== D. PROPERTY Property is comprised of the following: December 31, September 30, 1998 1998 Land $ 519,000 $ 651,000 Farm equipment 63,000 81,000 Trees 140,000 158,000 --------- --------- Total 722,000 890,000 Accumulated depreciation (203,000) (235,000) ---------- ---------- $ 519,000 $ 655,000 ========= ========= E. EARNINGS (LOSS) PER LIMITED PARTNERSHIP INTEREST Earnings (loss) per limited partnership interest have been computed by dividing the aggregate limited partners' share of net income (loss) by the weighted average number of limited partnership interests outstanding during the period, 9,986,000 in 1998 and 1997, respectively. F. MANAGEMENT AGREEMENT The Partnership has an agreement with Las Posas Investment Company and Mr. Neno Spondello, Jr. to manage and market the Partnership properties. G. STATEMENT BY MANAGEMENT In the opinion of the Management, the financial information presented herein reflects all adjustments which are necessary to a fair statement of the results for the interim periods presented. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Recognition of deferred profit for the quarter ended December 31, 1998 increased $102,000 (from $2,000 to $104,000) compared to the quarter ended December 31, 1997. Deferred profit in 1998 includes $61,000 recognized from an early loan payoff and $35,000 from installment sales that occurred in December 1998. Avocado crops sales decreased $22,000 (from $37,000 to $15,000). The budgeted amount for 1999 is 160,000 pounds of avocados compared to 487,000 pounds harvested in 1998. The crop estimate decrease results from fewer avocado trees due to property sales totaling 99 acres in 1998, leaving only 66 acres as of December 31, 1998. Culture care costs decreased $19,000 for the quarter ended December 31, 1998 (from $40,000 to $21,000) compared to the quarter ended December 31, 1997. The decrease results from the impact of reduced avocado tree acreage. Professional services increased $8,000 (from $14,000 to $22,000) compared to the same quarter in the previous year. The increase results from paying the annual audit fee this quarter versus over two quarters the previous year. The overall amount paid for accounting services rendered is approximately the same as prior years. Management services increased $7,000 (from 19,000 to $26,000) compared to the same quarter in the previous year. The increase results from payments to the Manager, per the terms of the management agreement, 2% of the gross Partnership cash receipts. This quarter includes proceeds from the eight parcel sales occurring the prior quarter ended September 1998. Property taxes decreased $11,000 (from $24,000 to $13,000) compared to the same quarter in the previous year. The decrease is from the impact of fewer parcels as a result of property sales. Other operating expenses decreased $8,000 (from $10,000 to $2,000) compared to the same quarter in the previous year. The amounts in 1997 not in 1998 totals included non-recurring fees for renewal of the public reports and also foreclosure costs. Interest income increased $12,000 for the quarter ended December 31, 1998 (from $46,000 to $58,000) compared to the quarter ended December 31, 1997. The increase results from interest earned on proceeds from the sale of eight parcels with closing dates in the last quarter ended September 30, 1998. Liquidity and Capital Resources As of December 31, 1998, the Partnership has cash reserves of approximately $442,000 to cover operating expenses and any small amount real estate sales costs that may arise. This is expected to be sufficient to comply with the business plan. PART II OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K (b) No reports on Form 8-K were filed by the Registrant during the quarter ended December 31, 1998. 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 thereunto duly authorized. DATE: February 11, 1999 GREEN GOLD CONSOLIDATED, a California limited partnership (Registrant) By: /s/Daniel Lee Stephenson Daniel Lee Stephenson, General Partner -----END PRIVACY-ENHANCED MESSAGE-----