-----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, HwNFuv6f4RUYGnvzul2IMNkUzSTsSIDw6NaymfrkphmcoNr4H1CjDs0wbzOyyPNm Zf3P9zA1lZAW7aUbNacZJg== 0000740124-97-000005.txt : 19970515 0000740124-97-000005.hdr.sgml : 19970515 ACCESSION NUMBER: 0000740124-97-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970513 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREEN GOLD CONSOLIDATED CENTRAL INDEX KEY: 0000740124 STANDARD INDUSTRIAL CLASSIFICATION: 0100 IRS NUMBER: 330023916 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-11533 FILM NUMBER: 97601945 BUSINESS ADDRESS: STREET 1: 340 ROSEWOOD AVE STE D CITY: CAMARILLO STATE: CA ZIP: 93010 BUSINESS PHONE: 8059876921 MAIL ADDRESS: STREET 2: 340 ROSEWOOD AVE STE D CITY: CAMARILLO STATE: CA ZIP: 93010 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 March 31, 1997 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) CALIFORNIA33-0023916 (State or other jurisdiction(I.R.S. Employer of incorporation or organization)Identification Number) 591 West Los Angeles Avenue, Moorpark, CA 93021 (Address of principal executive office) (Zip Code) (805) 530-3858 (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 March 31,September 30, 1997 1996 (Unaudited) ASSETS Assets: Cash and cash equivalents$ 367,000$ 591,000 Notes receivable 860,000879,000 Inventories of growing crops 15,00015,000 Accrued interest receivable 33,00038,000 Property held for sale 1,162,0001,162,000 Other assets 18,000 18,000 TOTAL ASSETS $2,455,000$2,703,000 LIABILITIES AND PARTNERS' EQUITY Liabilities: Accounts payable and accrued liabilities$ 49,000$ 49,000 TOTAL LIABILITIES 49,00049,000 Partners' equity 2,406,0002,654,000 TOTAL LIABILITIES AND PARTNERS' EQUITY $2,455,000$2,703,000 See accompanying notes to financial statements GREEN GOLD CONSOLIDATED (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS (Unaudited) For the Six Months Ending March 31, 19971996 CROP SALES $ 82,000 $ 52,000 OPERATING COSTS AND EXPENSES: Cultural Care Costs 96,000 87,000 Professional services 66,000 77,000 Depreciation, property tax and other 29,000 43,000 Total Operating Costs and Expenses191,000 207 ,000 LOSS FROM OPERATIONS (109,000)(155,000) OTHER INCOME (EXPENSES): Realized gross profit 14,000 11,000 Interest income 101,00 0 112,00 0 Other income 7,000 5,00 0 NET INCOME (LOSS) $ 13,000 $ (27,000) NET INCOME (LOSS) PER LIMITED PARTNERSHIP INTEREST $ .0013 $ (.0027) 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 STATEMENTS OF OPERATIONS (Unaudited) For Three Months Ending March 31, 1997 1996 CROP SALES $ 82,000 $ 39,000 OPERATING COSTS AND EXPENSES: Cultural Care Costs 52,000 38,000 Professional Services 37,000 28,000 Depreciation, property tax and other 4,000 8,000 Total Operating Costs and Expenses 93,000 74,000 LOSS FROM OPERATIONS (11,000) (35,000) OTHER INCOME (EXPENSES): Realized gross profit 8,000 6,000 Interest Income 47,000 55,000 Other Income 2,000 1,000 NET INCOME $46,000 $ 27,000 NET INCOME PER LIMITED PARTNERSHIP INTEREST $ .0046 $.0027 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 CONSOLIDATED (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENT OF CASH FLOWS For the Six Months Ended March 31, 1997 and 1996 (Unaudited) March 31,March 31, 1997 1996 Cash flows from operating activities: Net income (loss) $ 13,000 $ (27,000) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 1,00 0 6,00 0 Deferred profit recognized (14,000) (11,00 0) Changes in assets and liabilities: Net decrease (increase) in receivables 5 ,000 (6,000) Decrease in other assets 1,000 5,000 Increase in accounts payable and accrued liabilities 1,000 - Net cash used by operating activities 7,000 (33,000) Cash flows from investing activities: Collection on notes receivable 31,00 0 21 ,000 Property Sold - 46,000 Deferred gain from property sold - - - 19,000 New note receivable from property sold - ( 65,000) Net cash provided by investing activities 31,000 21,000 Cash flows from financing activities: Distributions to limited partners(250,000)(400,000) Distributions to general partner (12,000) (12,000) Net cash provided by financing activities (262,000) ( 412,000) Net decrease in cash (224,000)( 424,000) Cash at September 30 591,000 874,000 Cash at March 31 $ 367,000 $ 450,00 0 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: March 31,September 30, 1997 1996 First trust deed notes$1,874,000 $1,910,000 Less: Deferred profit on real estate sales(915,000)(932,000) Allowance for doubtful accounts (99,000) (99,000) $ 860,000 $ 879,000 D. PROPERTY Property is comprised of the following: March 31,September 30, 1997 1996 Land $1,166,000 $1,166,000 Farm equipment 149,000 149,000 Trees 274,000 274,000 Total 1,589,000 1,589,000 Accumulated depreciation (427,000) (427,000) $1,162,000 $1,162,000 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 1997 and 1996, 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 Crop sales for the quarter ended March 31, 1997, were $82,000, compared to $39,000 for the same quarter in 1996. The quarterly increase in crop revenue is attributed to picking 131,000 pounds of avocados this quarter compared to 49,000 the prior year's quarter ended March 31. Crop prices for the quarter ended March 31, 1997, averaged $.63 per pound compared to $.78 per pound in the same quarter in 1996. Avocado production in 1997 is budgeted at 390,000 pounds; however, this may vary somewhat based on weather conditions, the impact of the normal tree cycle and the effects of the "avocado" persea mite. Pounds produced in 1996 were 380,000. Operating costs and expenses for the quarter ended March 31, 1997, increased $19,000, from $74,000 to $93,000. Cultural care costs increased $14,000 from $38,000 to $52,000. The main reason for the increase results from costs associated with picking 82,000 pounds more this quarter than last year. Professional Services increased $9,000 from $28,000 to $37,000. The increase results from normal annual accounting fees being paid in the second quarter 1997 compared to the first quarter in 1996. Other income decreased $5,000 from $62,000 to $57,000. Interest income decreased $8,000 from $55,000 to $47,000, mainly as a result of not accruing interest on one delinquent note with a principal balance of $140,000 and having an average of $180,000 less cash available to place into interest bearing accounts. the one delinquent loan is secured by a First Trust Deed on the property and no losses are anticipated. There were no sales in the quarter ended March 31, 1997. The marketing and sales program is actively underway for all of the remaining 16 parcels totaling 146 acres. Sales activity in general remains slow for this type of property. Liquidity and Capital Resources As of March 31, 1997, the Partnership has cash reserves of approximately $332,000 to cover operating expenses and the small amount of remaining real estate development costs. 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 March 31, 1997. 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: May 9, 1997 GREEN GOLD CONSOLIDATED, a California limited partnership (Registrant) By: Economic Consultants, a California Partnership, General Partner By: /s/Daniel Lee Stephenson Daniel Lee Stephenson, General Partner By: /s/Tom A. Leevers Tom A. Leevers, General Partner -----END PRIVACY-ENHANCED MESSAGE-----