-----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, NlcVbWruMgXy19I/9lzVXY/lDYrm2tAUxv+GYbvt905XPy+5fAoPirVA0oxn5NIi GncTyaRVJobqZMtQbR+nyA== 0000950005-04-000802.txt : 20041110 0000950005-04-000802.hdr.sgml : 20041110 20041110171932 ACCESSION NUMBER: 0000950005-04-000802 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20041110 DATE AS OF CHANGE: 20041110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA ALMOND INVESTORS I CENTRAL INDEX KEY: 0000806179 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 943021790 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 033-10196 FILM NUMBER: 041134059 BUSINESS ADDRESS: STREET 1: 2245 CHALLENGER WAY STREET 2: STE 100 CITY: SANTA ROSA STATE: CA ZIP: 95407-5422 BUSINESS PHONE: 7075793742 MAIL ADDRESS: STREET 1: 2245 CHALLENGER WAY STREET 2: STE 100 CITY: SANTA ROSA STATE: CA ZIP: 95407-5422 10QSB 1 p18986_10qsb.txt FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1954 For Quarter Ended: September 30, 2004 Commission File Number: 33-10196 ------------------ -------- (Exact name of registrant as specified in its charter) California Almond Investors I -------------------------------- A California Limited Partnership California 94-3021790 - -------------------------------------------------------------------------------- (State or other jurisdiction of I.R.S. Employer Identification No.) incorporation or organization) 2210 Northpoint Parkway, Santa Rosa, CA 95407 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (707) 579-3742 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (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. [x] Yes [ ] No PART I - FINANCIAL INFORMATION Item 1. Financial Statements. See following pages. CALIFORNIA ALMOND INVESTORS I (A CALIFORNIA LIMITED PARTNERSHIP) BALANCE SHEET September 30, 2004 (UNAUDITED) ASSETS CURRENT ASSETS Cash and cash equivalents $3,344,113 Accounts Receivable, no allowance deemed necessary 85,600 ---------- Total Current Assets $3,429,713 ========== PARTNERS' EQUITY PARTNERS' EQUITY 3,429,713 ========== The financial statements, in the opinion of management, reflect all adjustments necessary to fairly state the financial position and the results of operations. These results are not necessarily to be considered indicative of the results for the entire year. CALIFORNIA ALMOND INVESTORS I (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENT OF INCOME UNAUDITED
Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended September 30, September 30, September 30, September 30, 2004 2003 2004 2003 --------------------------------------------------------------------- REVENUES Interest income $ 5,400 $ 8,584 $ 16,534 $ 27,912 Crop and other income 77,472 103,357 Gain on sale of almond orchards $1,816,370 --------------------------------------------------------------------- 82,872 8,584 $1,936,261 27,912 EXPENSES Loss on sale of notes receivable 3,821 105,471 Operating expenses 34,963 153,794 --------------------------------------------------------------------- 38,784 259,211 --------------------------------------------------------------------- NET INCOME $ 44,088 $ 8,584 $1,677,050 $ 27,9128 ===================================================================== NET INCOME PER LIMITED PARTNERSHIP UNIT $ 3.65 $ 0.71 $ 135.84 $ 2.31 ===================================================================== NUMBER OF PARTNERSHIP UNITS 12,079 12,079 12,079 12,079 =====================================================================
CALIFORNIA ALMOND INVESTORS I (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENT OF CASH FLOWS UNAUDITED Nine Months Nine Months Ended Ended September 30, September 30, 2004 2003 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 1,677,050 $ 27,912 Adjustment to reconcile net income to net cash from operating activities Gain on sale of almond orchards (1,816,370) Discount on sale of notes receivable 101,596 Changes In: Accounts receivable 239,871 269,850 Interest receivable 9,128 (6,987) Deferred crop costs (343,296) Advances fro farm costs 4,905 1,500 Accounts payable and accrued liabilities (1,990) (4,738) Payable to related parties (26,943) (3,636) ----------- ----------- Net cash from operating activities 187,247 (59,395) ----------- ----------- CASH FLOW FROM INVESTING ACTIVITIES Payments received on notes receivable 5,935 9,082 Proceeds from sale of notes receivable 382,213 Proceeds from sale of almond orchards 2,625,000 Expenses paid related to property sales (69,456) ----------- ----------- Net cash from investing activities 2,943,692 9,082 ----------- ----------- CASH FLOW FROM FINANCING ACTIVITIES Payment on long=term debt (264,000) (12,000) ----------- ----------- NET CHANGE IN CASH 2,866,939 (62,313) CASH, beginning of period 477,174 363,011 CASH, end of period $ 3,344,113 $ 300,698 =========== =========== PART I-FINANCIAL INFORMATION NOTES TO FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION The financial statements included herein have been prepared by the Partnership, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. It is believed, however, that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the Partnership's December 31, 2003, audited financial statements and notes thereto. NOTE 2 - INTEREST INCOME During 2002, the Partnership sold three ranches due to low production, and financed the sales through long term mortgage notes, with interest ranging from 6% to 7.5%. The Partnership has sold all of these notes in an effort to liquidate the remaining assets held. PART I-FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Introduction - ------------ In the ordinary course of business, the Partnership has made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of its financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. The Partnership believes the following discussion addresses the most critical accounting policies, which are those that are most important to the portrayal of the Partnership's financial condition and results. The Partnership re-evaluates these significant factors as necessary and makes adjustments where facts and circumstances dictate. Historically, actual results have not significantly deviated from those determined using the necessary estimates inherent in the preparation of financial statements. Estimates and assumptions have included, but were not limited to: estimated price per pound, useable lives of the orchards and related assets, collectibility of receivables, and the deferral of certain crop costs. These accounting policies were applied consistently for all years presented. Information about the impact on our operating results is included in the footnotes to our consolidated financial statements. " Liquidity and Capital Resources - ------------------------------- The cash proceeds from the sale of the properties and notes receivable are being deposited in the Partnership's money market account at Charles Schwab. The balance as of September 30, 2004, was $3,170,832. Results of Operations - --------------------- The Partnership is currently in the process of liquidation. All properties and notes receivable have been sold. The final note sale closed on July 7, 2004. With the deposit of the note sale proceeds into the liquidation account the balance will be in excess of $3,170,000. The only remaining asset of the Partnership to be liquidated was the final payment for the 2003 almond crop. This payment in the amount of $77,385 was received on October 15, 2004. These proceeds were deposited in the liquidation account at Charles Schwab. With the sale of the final note receivable and the receipt of the final payment for the 2003 almond crop, all of the Partnership assets have been sold and the Partnership will be liquidated in December 2004. Item 3 - Controls and Procedures Within the 90 day period prior to the date of this report, the Partnership carried out an evaluation, under the supervision of the General Partner and the General Partner's management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Partnership's disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 ( c ). Based *on that evaluation, the General Partner concluded that the Partnership's disclosure controls and procedures are effective in a timely manner to alert them to material information relating to the Partnership which is required to be included in the Partnership's periodic Securities and Exchange Commission filings. There have been no significant changes in the Partnership's internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. PART II Item No. - -------- 1. Material developments in connection with legal proceeding - not applicable 2. Material modification of rights of registrant's securities - not applicable 3. Defaults on senior securities - not applicable 4. Submission of matters to a vote of security holders - not applicable 5. Other events of importance - not applicable 6. Exhibits and Reports on Form 8-K - (a) Exhibits 31.1 Certification of General Partner pursuant to Section 302 of the Sarbanes -Oxley Act of 2002 32.1 Certification of General Partner pursuant to Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002 (b) Reports on Form 8-K - none 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. CALIFORNIA ALMOND INVESTORS I A California limited partnership DATE: November 10, 2004 By: Vintech Almond Advisers, Inc. A California corporation, Managing General Partner By: /s/ David A. Bade ----------------------------------------------------- David A. Bade President EX-31 2 p18986-ex31_1.txt EXHIBIT 31.1 EXHIBIT 31.1 Certification of General Partner Required by Rule 13a-14(a)/15d-14(a) CERTIFICATIONS I, David Bade, President of Vintech Almond Advisors, Inc., Managing General Partner of California Almond Investors I, certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of California Almond Investors I; 2. Base on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: November 10, 2004 By: Vintech Almond Advisers, Inc. A California Corporation, Managing General Partner By: /s/ David A. Bade President ----------------------------------------------------- David A. Bade, President EX-32 3 p18986-ex32_1.txt EXHIBIT 32.1 EXHIBIT 32.1 CALIFORNIA ALMOND INVESTORS I CERTIFICATION: PURSUANT TO SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, David Bade, President of Vintech Almond Advisors, Inc., Managing General Partner of California Almond Investors I (the "Company"), certify, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Quarterly Report on Form 10-QSB of the Company for the quarter ended September 30, 2004 (The "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. DATE: November 10, 2004 By: Vintech Almond Advisers, Inc. A California Corporation, Managing General Partner By: /s/ David A. Bade President ----------------------------------------------------- David A. Bade, President -----END PRIVACY-ENHANCED MESSAGE-----