FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended September 30, 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)
CALIFORNIA 33-0023916
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
591 W. Los Angeles Avenue, Moorpark, CA 93021
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805)530-3858
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
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 if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ X ]
State the aggregate market value of the voting stock held by
non-affiliates of the registrant. Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART I
Item 1. BUSINESS
General
Green Gold Consolidated ("Consolidated") is a limited partnership which was
organized under the Uniform Limited Partnership Act of the State of California
in 1982. The general partner of Consolidated is Economic Consultants (the
"General Partner"), a general partnership composed of Daniel Lee Stephenson and
Tom A. Leevers, as managing partners, and the spouse of Mr. Leevers.
Consolidated was formed for the purpose of participating in the transactions
contemplated by a plan and agreement of exchange dated February 1983 (the
"Exchange Agreement"), as executed by Consolidated and 12 other California
limited partnerships (the "Predecessor Partnerships"). The Predecessor
Partnerships had been formed between the years 1972 and 1976 for the purpose of
purchasing agricultural real estate in the Southern California Counties of
Riverside and Ventura for development as avocado and citrus orchards. In 1983,
in accordance with the provisions of the Exchange Agreement, the Predecessor
Partnerships transferred to Consolidated all of their assets, subject to all of
their liabilities, in exchange for 10,000,000 limited partnership interests (the
"Interests") of Consolidated (the "Exchange Transaction"). In 1983 the
Predecessor Partnerships distributed their allocable shares of the Interests to
their respective limited partners and were dissolved.
Pursuant to the Exchange Transaction, Consolidated acquired an aggregate of 86
parcels of agricultural property (cultivated and uncultivated) including
approximately 1,930 acres of avocado and citrus groves. Since consummation of
the Exchange Transaction, Consolidated has sold or otherwise disposed of
substantially all of these parcels. (Information respecting the parcels which
were sold during the last three fiscal years is set forth in the table below.)
In 1993 Consolidated completed the subdivision of its remaining land, which has
been assigned to four tracts. Subdivision activity was undertaken to facilitate
the sale of the remaining land, which consists of approximately 146 acres.
Based on the above, the General Partner considers Consolidated principally to be
in the business of selling property, rather than in the agricultural business.
Recent Sales Transactions
During the last three fiscal years Consolidated sold one parcel of property,
together with the groves and all other improvements thereon, to unaffiliated
parties. As set forth more fully in the following table, Consolidated received
an aggregate consideration of approximately $70,000 for this property sale,
consisting of: (i) a cash down payment of $5,000; and (ii) a promissory note
given to Consolidated in the amount of $65,000.
Cash Promissory Note
Date of Sale Purchase Price Down-Payment to Consolidated
1996-2nd Qtr. $70,000 $5,000 $65,000
The promissory note payable to Consolidated bears interest at the rate of 10%
per annum and matures February 2006.
Farming Operations
As discussed in greater detail in this Item 1 and in Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
Consolidated's principal business is considered to be the sale of its remaining
land. However, pending consummation of the sale of all the remaining cultivated
land (approximately 56 acres including approximately 5,600 trees), Consolidated
continues to engage in the production of avocados.
(1) The Avocado Industry
Although yields vary considerably from year to year, the General Partner
estimates that approximately 75% of the avocados produced in the United States
today are grown in California and 25% are grown in Florida. Virtually all of
California's avocados are grown in the southern counties, which include San
Diego, Ventura, Santa Barbara, Los Angeles, Orange, Riverside and San
Bernardino.
Varieties of avocados include Hass, Fuerte, Bacon, Zutano and MacAthur. All of
Consolidated's trees are of the Hass variety.
(2) Partnership Operations
A. Farm Management
Pursuant to an agreement dated January 1, 1985 and last amended on December 16,
1991, Agrispect, the farm manager, agreed to perform, manage and supervise
agricultural operations on the Partnership's properties. The total amount paid
to Agrispect for management fees and cultural care expenses during fiscal year
1997 was approximately $42,000. Effective January 1, 1993, Consolidated pays
Agrispect a cultural care fee of $565 per acre per year, and reimbursement for
all actual costs incurred. The extensive use of irrigation water is costly.
Accordingly, the ultimate cost to Consolidated for cultural costs will depend in
large part upon rainfall quantity and general climatic conditions throughout
each year. In this regard, rainfall quantity at the properties was generally
above normal in the 1995 crop year and normal in the 1996 crop year; however,
the summer months were hotter than usual requiring significant irrigation.
Rainfall was below normal in 1997, again resulting in higher than usual
irrigation.
B. Crop Production and Marketing
As indicated above, Consolidated owns approximately 90 uncultivated acres and
approximately 56 acres planted to Hass variety avocado trees located in Rancho
California.
Consolidated has consistently produced avocados on a per acre basis in excess of
the average produced in the Rancho California area. During the 1997 crop year,
Consolidated produced an average of approximately 7,400 pounds per acre, or
about 1,000 pounds per acre greater than other producers in the Rancho
California area. Consolidated's greater than average production results from
"state of the art" cultural care.
Consolidated's avocado crop is picked by independent contractors pursuant to
standards established by the industry from year to year. Consolidated's crop
for the 1997 crop year was picked by Agrispect and other contractors, at a total
cost of approximately $48,000. The availability of labor in the vicinity of the
properties is sufficient for the cultivation and harvest of Consolidated's
crops. All labor costs are included in the payments to Consolidated's
independent contractors, as Consolidated has no employees.
Consolidated's avocado crop is packaged and marketed by McDaniel Fruit Company,
an independent contractor, and by Calavo (a non-profit cooperative handler which
sells its members crops at the price deemed best for the interests of all
members, less a pro rata portion of administrative costs attributable to each
member).
C. Pest Infestation
The Persea mite has become a problem for avocado trees, and is present on trees
throughout California. The registered chemical agent previously used by
Consolidated and other producers to control infestation was withdrawn from the
market in 1995 by the Environmental Protection Agency. No other appropriate
chemical agent is available at the present time. Consolidated introduced
predator insects to establish biological control of the Persea mites in 1995,
and continues to follow all other industry-recommended actions, including
aggressive water and fertilizer applications. The impact of the persea mite on
1997 was minimal, however its impact on 1998 and subsequent years' crop
production cannot be determined.
Partnership Management
Las Posas Investment Company ("Manager") implements Consolidated's business
plans, furnishes financial reports and documents to and for Consolidated,
administers Consolidated's accounts, assists Consolidated in the sale of its
land holdings from time to time, and manages the overall day-to-day operations
and assets of Consolidated. For its services, Manager receives a monthly fee of
2% of the gross Partnership cash receipts (not to exceed $50,000 during any
calendar year) plus $5,676. The management agreement may be terminated by
either party upon 90 days' written notice.
Manager is a California corporation whose sole shareholder is Neno N.
Spondello, Jr. Mr. Spondello has been affiliated with certain purchasers of
properties from Consolidated. As of September 30, 1997, all promissory notes
received by Consolidated in connection with the sale of properties to such
purchasers have been paid in full.
Item 2. PROPERTIES
The properties owned by Consolidated (all of which are described in Item 1
above) are located in the Rancho California area of Riverside County,
California, between Los Angeles and San Diego. It is an established area for
light industry, commercial activity and shopping, parks, residences,
agriculture, thoroughbred farms and ranches.
Item 3. LEGAL PROCEEDINGS
There are no pending legal proceedings as of November 10, 1997.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Inapplicable.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Market Information
The Interests are not freely transferable and no market in the Interests has
developed or is expected to develop.
Holders
As of November 10, 1997, a total of 2,125 persons (the "Limited Partners") held
the Interests.
Dividends
Distributions are paid from either "Cash Available for Distribution" or "Sale or
Refinancing Proceeds."
"Cash Available for Distribution" is defined in Consolidated's Amended and
Restated Certificate of Limited Partnership Agreement (the "Partnership
Agreement") as "Cash Flow," less adequate cash reserves for obligations of
Consolidated for which there is no provision. Cash Flow means cash funds
provided from operations of Consolidated, without deduction for depreciation or
amortization, but after deducting such funds used to pay or provide for the
payment of debt service, capital improvements and replacements and the operating
expenses of each of the properties. All distributions of Cash Available for
Distribution are divided in the ratio of 93.5% to the Limited Partners and 6.5%
to the General Partner.
"Sale or Refinancing Proceeds" is defined in the Partnership Agreement as the
cash proceeds from a sale, financing or refinancing of a property remaining
after retirement of mortgage debt and all expenses related to the transaction.
All distributions of Sale or Refinancing Proceeds are allocated as follows: (i)
first, to the Limited Partners until they have received an amount which, when
added to all prior distributions of Sale or Refinancing Proceeds to them, equals
the sum of (a) $18,411,968 (the "Carried Capital Contribution"), and (b) a sum
equal to a 6% per annum cumulative (but not compounded) return on such portion
of the Carried Capital Contribution which has not been previously returned to
the Limited Partners through distributions of Sale or Refinancing Proceeds, less
the sum of all prior distributions of Cash Available for Distribution, (ii)
second, to the General Partner until it has received 6.5% of all Sale or
Refinancing Proceeds in excess of the Carried Capital Contribution, and (iii)
the balance, to the Limited Partners.
The following distributions of Cash Available for Distribution or Sale or
Refinancing Proceeds were made by the Partnership during the three most recent
fiscal years:
Date of Amount Dist. To Amount Dist. Amount Dist.
Partner Dist. Ltd. Partners Per Unit to General Partner
Dec. 1994 $300,000 $0.030 $59,000
Dec. 1995 $400,000 $0.040 $12,000
Dec. 1996 $250,000 $0.025 $10,000
The December 1994 distribution was accrued in fiscal year ended September 1993,
however it was disbursed in December 1994.
Item 6. SELECTED FINANCIAL DATA
The following is selected financial data for the five years ended September 30,
1993 through 1997. Due to the nature of Consolidated's business operations,
particularly the sales activities which have occurred during the last five
years, the data is not comparable from year to year.
<TABLE>
For the Years Ended September 30
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Sale of property-gross $-0- $70,000 $-0- $-0- $360,000
Crop sales-gross $312,000 $266,000 $285,000 $356,000 $202,000
Net income $242,000 $105,000 $214,000 $275,000 $ 66,000
Net income allocable to
Limited Partners $234,000 $99,000 $205,000 $259,000 $64,000
Net income per limited
partnership unit $0.02 $0.01 $0.02 $0.03 $0.006
Total assets $2,685,000 $2,703,000 $3,020,000 $3,193,000 $3,067,000
Cash distributions limited
partnership unit $0.025 $0.04 $0.03 $0.015 $0.015
</TABLE>
For an explanation of some of the data included in the preceding table, see
Item-5 - Market for Registrant's Common Equity and Related Stockholder Matters
and Item-7 Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General
Consolidated is a limited partnership which commenced active operations in June
1983. Since that date, Consolidated has operated its cultivated properties for
the production of avocados. Consolidated currently owns approximately 56 acres
of cultivated properties and 90 acres of uncultivated properties. Its principal
business is now considered to be the sale of its remaining properties.
By the terms of the Partnership Agreement, Consolidated will terminate no later
than December 31, 1999.
The General Partner believes that Consolidated's liquidity, defined as its
ability to generate cash flow to satisfy its cash requirements (other than
distributions to Limited Partners), is sufficient.
Consolidated's cash flow depends principally upon (i) collection of outstanding
notes receivable from previous sales of properties; (ii) receipt of proceeds
from future sales of properties; (iii) market conditions of the California
avocado industry; and (iv) avocado production from Consolidated's groves.
Consolidated's cash requirements primarily arise from costs attributable to
cultural care, professional services, management services, property taxes,
investor services and other operating expenses. None of the properties owned by
Consolidated are subject to mortgage indebtedness.
Each of Consolidated's sources and uses of cash is discussed in greater detail
below.
Notes Receivable
As of September 30, 1997, Consolidated held notes receivable in the amount of
$1,693,000 (before reduction for deferred profit and an allowance for doubtful
accounts in the aggregate amount of $886,000). The notes receivable bear
interest at rates ranging from 10% to 11% per annum and mature at varying dates
through February 2006.
Consolidated has one note in default and is in the process of foreclosing upon
the property secured by the note. This note receivable is secured by a first
deed of trust and Consolidated is likely to reacquire the encumbered property in
December 1997. This property will again be offered for sale at the best price
obtainable. Consolidated does not anticipate incurring any loss on this
property. As a result, the established allowance for doubtful accounts, which,
as of September 30, 1997, is in the amount of $99,000, is considered adequate.
Sales of Properties; Cost of Subdivision
Consolidated completed the subdivision of its properties (all of which are
located in the Rancho California area) in 1993. Consolidated is marketing the
lots for sale as individual home sites and will endeavor to sell all lots as
soon as economically feasible.
There were no property sales in 1995 or 1997. There was one property sold for
$70,000 in 1996. This sale consisted of the five-acre property reacquired in
1994 for $46,000.
Based on the General Partner's understanding of sales activity for comparable
properties in the Rancho California area, the General Partner expects that
Consolidated will sell the remaining properties prior to termination of
Consolidated and that Consolidated will likely receive compensation consisting
of cash payments equal to 15% of the gross sales price, and the balance in the
form of promissory notes bearing interest at rates ranging from 10% to 11% per
annum and maturing in ten years. Each of the promissory notes is expected to be
secured by a first deed of trust. However, no assurance can be given that
Consolidated will be able to sell any of its remaining properties or that it
will sell its remaining properties on the preceding terms or at a profit.
Consolidated has a book basis in its remaining properties of $1,159,000 (after
reduction for depreciation).
The General Partner has not determined what Consolidated will do with the notes
receivable it will hold upon termination. Alternatives include selling the
notes at a discount or transferring them to a trust or similar entity for the
benefit of the Limited Partners.
Avocado Operations; Cultural Care Costs
Consolidated's avocado production generally is in excess of the average
production of the Rancho California area.
Consolidated's gross revenues from crop sales decreased 6.7% from 1995 to 1996
(from $285,000 to $266,000). Gross revenues from crop sales increased 17.3%
from 1996 to 1997 (from $266,000 to $312,000). The decrease of $19,000 from
1995 to 1996 results from a $.04 per pound decrease in Consolidated's avocado
prices and a decrease of 3,000 pounds picked (from 383,000 pounds to 380,000
pounds). The increase of $46,000 from 1996 to 1997 results from a $.05 per
pound increase in Consolidated's avocado prices and an increase of 36,000
pounds picked (from 380,000 pounds to 416,000 pounds). Crop production has
fluctuated due to weather conditions including rain and normal tree cycles.
Consolidated's average pounds per acre were 6,600, 6,500 and 7,400 in 1995, 1996
and 1997, respectively.
Cultural care costs increased 2.9% from 1995 to 1996 (from $203,000 to
$209,000). Cultural care costs increased 9.1% from 1996 to 1997 (from $209,000
to $228,000). The increase from 1996 to 1997 was primarily a result of
increased water costs ($14,000) and increased picking costs ($5,000).
Avocado production and cultural care costs next year will continue to be
impacted by the effects of the avocado Persea mite in the Rancho California
area. The primary effect of this pest is defoliation of trees which results in
burnt fruit. The registered chemical agent previously used by Consolidated and
other producers to control infestation was withdrawn from the market in 1995 by
the Environmental Protection Agency. No other appropriate chemical agent is
available at the present time. Consolidated introduced predator insects in 1995
to establish biological control of the Persea mites, and is following all other
industry-recommended actions, including aggressive water and fertilizer
applications. The impact of the Persea mite on 1997 crops was minimal; however,
the impact on subsequent crop production cannot be determined.
It is possible that Consolidated may generate a loss from its agricultural
activities in 1998, as it did in 1993. However, the General Partner believes
that the value of Consolidated's cultivated properties is enhanced by the
presence of producing avocado trees; accordingly, agricultural activities will
continue at the cultivated properties through the respective dates of sale
thereof.
Professional Services
Professional services costs increased by 4.5% from 1995 to 1996 (from $22,000 to
$23,000). These costs increased by 17.4% from 1996 to 1997 (from $23,000 to
$27,000). The increased expense in 1997 resulted from the costs of having the
Consolidated's property appraised. Professional services costs are expected to
approximate 1996 levels in 1998.
Management Services
Management services costs were the same in 1995 and 1996 ($88,000). These costs
decreased 6.8% from 1996 to 1997 (from $88,000 to $82,000). Management fees are
determined as a function of gross Partnership cash receipts. The components of
cash receipts are (i) cash received on sale of property, (ii) cash received on
sale of crops, (iii) cash principal payments made on notes receivable, and (iv)
cash interest payments made on notes receivable. Management fees are expected
to remain stable in 1998.
Property Taxes
Property taxes increased 9.3% from 1995 to 1996 (from $43,000 to $47,000) and
decreased 6.4% from 1996 to 1997 (from $47,000 to $44,000). Property taxes are
expected to decrease as additional properties are sold.
Investor Services
Investor service costs were the same in 1995 as 1996 ($15,000). These costs
decreased 6.7% from 1996 to 1997 (from $15,000 to $14,000). Investor service
costs are expected to remain at 1997 levels in 1998.
Other Operating Expenses
Other operating expenses increased 42.8% from 1995 to 1996 (from $14,000 to
$20,000). These expenses increased 10% from 1996 to 1997 (from $20,000 to
$22,000. The increase from 1995 to 1996 resulted from increased investor
computer system costs. These system costs were approximately the same in 1997
and are expected to remain at 1997 levels in 1998.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Inapplicable
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Financial Statements and Notes to Financial Statements which follow.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Inapplicable.
<PAGE>
Report of Independent Accountants
November 13, 1997
To the General and Limited Partners of Green Gold Consolidated
In our opinion, the financial statements listed in the index appearing under
Item 14(a)(1) and (2) present fairly, in all material respects, the financial
position of Green Gold Consolidated at September 30, 1997 and 1996, and the
results of its operations and its cash flows for each of the three years in the
period ended September 30, 1997, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Partnership's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
San Diego, California
November 13, 1997
<PAGE>
<TABLE>
GREEN GOLD CONSOLIDATED
(A California Limited Partnership)
Balance Sheet
September 30,
1997 1996
<S> <C> <C>
Assets
Cash and cash equivalents $ 446,000 $ 591,000
Short term investments 210,000 -0-
Notes receivable 807,000 879,000
Accrued interest receivable 32,000 38,000
Inventories of growing crops 15,000 15,000
Property held for sale 1,159,000 1,159,000
Other assets 16,000 21,000
---------- ----------
$2,685,000 $2,703,000
---------- ----------
Liabilities and Partner's equity (deficit)
Accounts payable $ 15,000 $ 11,000
Accrued liabilities 34,000 38,000
---------- ----------
49,000 49,000
Partners' equity (deficit):
General partners' (270,000) (268,000)
Limited partners' 2,906,000 2,922,000
---------- ----------
2,636,000 2,654,000
$2,685,000 $2,703,000
---------- ----------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
GREEN GOLD CONSOLIDATED
(A California Limited Partnership)
Statement of Operations
Year ended September 30,
1997 1996 1995
<S> <C> <C> <C>
Revenues:
Sales of property $ 70,000
Profit deferred on property sales (22,000)
Recognition of deferred profit $ 145,000 21,000 $ 95,000
Crop sales 312,000 266,000 285,000
--------- -------- ---------
457,000 335,000 380,000
Costs and expenses:
Cost of property sold 48,000
Culture care costs - tree crops 228,000 209,000 203,000
Professional services 27,000 23,000 22,000
Management services 82,000 88,000 88,000
Property taxes 44,000 47,000 43,000
Other operating expenses 22,000 20,000 14,000
Investor services 14,000 15,000 15,000
Depreciation -0- 9,000 20,000
-------- -------- --------
417,000 459,000 405,000
Income (loss) from operations 40,000 (124,000) (25,000)
-------- -------- --------
Other income:
Interest income 194,000 220,000 234,000
Other income 8,000 9,000 5,000
-------- -------- --------
202,000 229,000 239,000
Net income $ 242,000 $ 105,000 $ 214,000
--------- -------- --------
Net income allocable to general partner $ 8,000 $ 6,000 $ 9,000
Net income allocable to limited partners $ 234,000 $ 99,000 $ 205,000
Net income per limited partnership unit $0.02 $0.01 $0.02
Weighted average number of limited
partnership units outstanding during
the period used to compute earnings
per limited partnership unit 9,986,000 9,986,000 9,986,000
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
GREEN GOLD CONSOLIDATED
(A California Limited Partnership)
Statement of Changes in Partners' Equity (Deficit)
General Limited
Partner Partners Total
<S> <C> c> <C>
Partners' (deficit) equity at
September 30, 1994 $(212,000) $3,018,000 $2,806,000
Distributions (59,000) (59,000)
Net income 9,000 205,000 214,000
Partners' (deficit) equity at
September 30, 1995 (262,000) 3,223,000 2,961,000
Distributions (12,000) (400,000) (412,000)
Net income 6,000 99,000 105,000
Partners' (deficit) equity at
September 30, 1996 (268,000) 2,922,000 2,654,000
Distributions (10,000) (250,000) (260,000)
Net income 8,000 234,000 242,000
Partners' (deficit) equity at
September 30, 1997 $(270,000) $2,906,000 $2,636,000
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
GREEN GOLD CONSOLIDATED
(A California Limited Partnership)
Statement of Cash Flows
Year ended September 30,
1997 1996 1995
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 242,000 $ 105,000 $ 214,000
Adjustments to reconcile net income
to net cash provided by operating
activities:
Deferred profit recognized (145,000) (21,000) (95,000)
Depreciation expense -0- 9,000 20,000
Changes in assets and liabilities:
Accrued interest receivable 6,000 (9,000) 7,000
Other assets 5,000 12,000 4,000
Accounts payable 4,000 (2,000) (34,000)
Accrued liabilities (4,000) (8,000) 6,000
-------- ------- -------
Net cash provided by operating
activities 108,000 86,000 122,000
Cash flows from investing activities:
Collections on notes receivable 217,000 43,000 294,000
Purchases of short-term investments (210,000)
Additions to property (1,000)
Reimbursement of capitalized
subdivision costs 16,000
-------- ------- -------
Net cash provided by investing
activities 7,000 43,000 309,000
Cash flows from financing activities:
Distributions to general partners (10,000) (12,000) (59,000)
Distributions to limited partners (250,000) (400,000) (300,000)
--------- --------- --------
Net cash used in financing
activities (260,000) (412,000) (359,000)
Net (decrease) increase in cash and
cash equivalents (145,000) (283,000) 72,000
Cash and cash equivalents at beginning
of year 591,000 874,000 802,000
Cash and cash equivalents at end of year $ 446,000 $ 591,000 $ 874,000
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Notes to Financial Statements
NOTE 1 - THE PARTNERSHIP
Green Gold Consolidated, a California Limited Partnership (the Partnership), 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. The General Partner is Economic Consultants,
a general partnership. 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."
Allocation of profits and losses and cash distributions from operations and cash
distributions from sales are made pursuant to the terms of the Partnership
Agreement.
The Partnership is involved in the development and sale of real estate. Real
estate markets are cyclical in nature, accordingly, the Partnership's ability to
realize its assets is dependent upon market conditions. All of the
Partnership's assets are located within the Inland Empire submarket of the
Southern California region. Consequently, the book value of the Partnership's
real estate ($1,159,000) and the collectibility of any notes receivable,
collateralized by real estate ($807,000), may be affected by the economic
strength of the real estate industry in Southern California.
The Partnership currently contracts with Las Posas Investment Company (LPIC),
formerly known as Ventura Pacific Capital Company. LPIC is a California
corporation which performs financial accounting, data processing, marketing,
legal, investor relations, asset management and consulting services for the
Partnership. These services are performed pursuant to an annual contract which
is terminable by either party on 90 days notice. LPIC is not an affiliate of
the Partnership or the General Partner.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements, in conformity with generally accepted
accounting principles, 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 amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Cash and cash equivalents
The Partnership considers all highly liquid investments with an original
maturity of three months or less to be cash and cash equivalents. Cash and cash
equivalents include $335,000 and $338,000 of certificates of deposit at
September 30, 1997 and 1996, respectively.
Short-term investments
At September 30, 1997, the Partnership held investments in U.S. Treasury bills
with maturities of one year or less in the aggregate amount of $210,000.
Management determines the appropriate classification of its U.S. Government
securities at the time of purchase and reevaluates such designation as of each
balance sheet date. The Partnership has recorded these securities at fair value
as it has designated them as "available for sale." The amount of unrealized
gain or loss at September 30, 1997 was not material.
Inventories
Inventories of growing crops are valued at the lower of cost or market under the
first-in, first-out (FIFO) method. Cost is defined as cultural care costs
related to the growing crops.
Property held for sale
Property held for sale is recorded at the lower of carrying amount or fair value
less cost to sell. In accordance with Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assests and for
Long Lived Assets to be Disposed of", the Partnership reviews for the impairment
of long-lived assets whenever events or changes in circumstances indicate that
carrying value of an assets may not be recoverable. An impairment loss would be
recognized when the estimated future cash flows is less than the carrying amount
of the asset. No impairment losses have been identified by the Partnership.
Income taxes
The Partnership's records are maintained on the accrual basis consistent with
the Internal Revenue Code. No provision for income taxes is included in the
accompanying financial statements, as the Partnership's results of operations
are allocated to the partners for inclusion in their respective income tax
returns. Net income and Partners' equity (deficit) for financial reporting
purposes will differ from the Partnership's income tax return because the
Partnership's return is filed on a different fiscal year end and different
accounting methods are used for financial reporting and income tax reporting for
certain items, principally inventory and property sales.
At September 30, 1997 and 1996, Partners' equity on the tax basis exceeded
Partners' equity on the financial reporting basis by approximately $396,000 and
$462,000, respectively. Additionally, the Partnership reported taxable income
of $126,000 and $166,000 for the tax years ended December 31, 1996 and 1995,
respectively.
Profit recognition on real estate sales
Revenue from the sale of real estate is recognized at the close of escrow when
title has passed, minimum down payment requirements are met, and the Partnership
is relieved of any requirements for continued involvement with the property,
thus allowing recognition of profits using the full accrual method of accounting
in accordance with Statement of Financial Accounting Standards No. 66,
"Accounting for Sales of Real Estate." Until such time as profit can be
recognized under the full accrual method, the installment sales method is used.
Recognition of crop sales revenue
Revenue from the sale of crops is recognized when crops are harvested and sold.
All of the Partnership's crop sales were made to three customers for the year
ended September 30, 1997 and two customers for the years ended September 30,
1996 and 1995.
Net income per limited partnership unit
Net income per limited partnership unit is calculated using the weighted average
number of limited partnership units outstanding during the year and the limited
partners' allocable share of net income.
Impaired notes receivable
In 1996 the Partnership adopted the provisions of Statement of Financial
Accounting Standards No. 114 (SFAS No. 114) "Accounting by Creditors for
Impairment of a Loan." Under SFAS No. 114, impaired notes are measured based on
the present value of expected future cash flows discounted at the notes'
effective interest rate. The adoption of SFAS No. 114 did not have a material
effect on the Partnership's financial position or results of operations.
Reclassification
Certain prior year amounts have been reclassified to conform with the current
year's presentation.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Partnership's management agreement with LPIC and Mr. Neno Spondello, Jr.
requires that LPIC manage, market and provide property management services for
the Partnership's properties. The agreement provides for a management fee equal
to 2% of gross partnership receipts and reimbursement of certain administrative
expenses incurred while managing the properties. Fees and costs reimbursed
under this agreement totaled $82,000 for the year ended September 30, 1997 and
$88,000 for each of the years ended September 30, 1996, and 1995.
NOTE 4 - NOTES RECEIVABLE
<TABLE>
September 30,
1997 1996
<S> <C> <C>
First trust deed notes $ 1,693,000 $ 1,910,000
Less:
Deferred profit on real estate sales (787,000) (932,000)
Allowance for doubtful accounts (99,000) (99,000)
---------- ----------
$ 807,000 $ 879,000
---------- ----------
</TABLE>
Notes receivable resulted from sales of Partnership properties. The notes
receivable bear interest at rates ranging from 10 percent to 11 percent and
mature at various dates through February 2006.
As of September 30, 1997, the Partnership has two notes receivable with an
aggregate principal balance of $265,000 which are deemed impaired. The
Partnership does not anticipate incurring any loss on the impaired notes due to
the collateralized nature of the balances. Interest income on these notes is
recognized as collected.
NOTE 5 - PROPERTY HELD FOR SALE
<TABLE>
September 30,
1997 1996
<S> <C> <C>
Land $ 1,159,000 $ 1,159,000
Improvements 151,000 151,000
Trees 276,000 276,000
---------- ----------
1,586,000 1,586,000
Less accumulated depreciation
(427,000) (427,000)
$ 1,159,000 $ 1,159,000
---------- ----------
</TABLE>
NOTE 6 - SUPPLEMENTAL CASH FLOW INFORMATION
Year ended
September
1996
Schedule of non-cash investing and financing activities:
Sales price of real estate $ 70,000
Closing costs (5,000)
Notes receivable from buyer (65,000)
--------
Net cash proceeds from sales of real estate $ -0-
There were no non-cash investing and financing activities in 1997 and 1995.
No cash was paid for interest or income taxes during the years ended
September 30, 1997, 1996 and 1995.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Economic Consultants, the General Partner, is a California general partnership
composed of Daniel Lee Stephenson and Tom A. Leevers, as managing general
partners, and the spouse of Mr. Leevers.
Daniel L. Stephenson, age 54, Chairman of the Board of Directors, President,
Chief Executive Officer and Chief Financial Officer of Rancon Financial
Corporation ("Rancon") founded Rancon in 1971 for the purpose of establishing
Rancon as a commercial, industrial and residential property syndication,
development and brokerage concern. Mr. Stephenson is also the general partner
of various partnerships sponsored by Rancon.
Mr. Stephenson is a graduate of the University of Southern California (B.S.,
Finance and Real Estate, 1966). He was awarded a Certificate of Completion of
the Executive Program for Small Companies by the Graduate School of Business of
Stanford University (1981), and a Certificate of Completion of the Smaller
Company Management Program, Series I and II, by the Graduate School of
Business, Harvard University (1990). He is a licensed real estate broker and a
National Association of Securities Dealers, Inc. registered principal.
Tom A. Leevers, age 54, has been President of Countryside Realty, a real estate
brokerage firm incorporated in California, since its organization in 1981. He
was a principal shareholder and Executive Vice President of Rancon from 1971 to
1981. Mr. Leevers is a graduate of California State University at Long Beach
(B.S., Economics, 1966), licensed real estate agent, a former Director of the
Rancho California Water District and a former member of the California Avocado
Commission, serving on the board of directors and finance and advertising
committees of the Commission.
On December 20, 1996, Mr. Leevers was arrested and charged with a violation of
Penal Code 187 as well as multiple violations of Vehicle Code 23153. Each of
these charges are still pending.
Item 11. EXECUTIVE COMPENSATION
The General Partner has a 6.5% interest in all distributions of Cash Available
for Distribution. During the fiscal year ended September 30, 1997 the General
partner received distributions of Cash Available for Distribution in the amounts
of $10,000. The General Partner is also entitled to receive 6.5% of
distributions from Sale or Refinancing Proceeds, but only after payment to the
Limited Partners of an amount equal to 100% of their Carried Capital
Contribution and a return thereon as discussed in Item 5 - Market for
Registrant's Common Equity and Related Stockholder Matters. As of the date
hereof, the General Partner has not received any distributions of Sale or
Refinancing Proceeds.
The General Partner and its affiliates may perform real estate brokerage
services for Consolidated in connection with the sale of property by
Consolidated; provided that the aggregate compensation therefor to the General
Partner or its affiliates and to any independent broker participating in such
transaction with the General Partner or its affiliates shall not exceed the
lesser of (i) the compensation customarily charged in arm's-length transactions
by other rendering similar services as an ongoing public activity in the same
geographic location and for comparable property or (ii) 5% of the gross sales
price of each property.
For a discussion of Consolidated's agreement with the Manager respecting
partnership management services, see Item 1 - Business. Pursuant to this
arrangement, the manager received $82,000 for the fiscal year ended September
30, 1997.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Security Ownership of Certain Beneficial Owners
No person is known by Consolidated to be the beneficial owner of more than 5% of
the Interests.
Security Ownership of Management
Amount and
Name of Nature of
Title of Beneficial Beneficial Percent
Class Owner Ownership of Class
---------- ----------------- ------------ ---------
Interest Daniel Lee 16,050 -
Stephenson in trust (1) (2)
Interest Tom A. Leevers 2,738 -
direct (2)
Interest Rancon Financial 15,625 -
Corporation direct (2)
- --------------------------------------
(1) Interests are held in trust for the benefit of the family of Mr.
Stephenson.
(2) Less than 1% of class.
Changes in Control
The Limited Partners have no right, power or authority to act for or bind
Consolidated. However, the Limited Partners have the power to vote upon the
following matters affecting the basic structure of Consolidated, each of which
shall require the approval of Limited Partners holding a majority of the
outstanding Interests: (i) amendment of the Partnership; (ii) dissolution of
Consolidated; (iii) sale, exchange or pledge of all or substantially all of the
assets of Consolidated; (iv) removal of the General Partner or any successor
General Partner; and (v) election of a new General Partner or General Partners
upon the removal, retirement, death, insanity, insolvency, bankruptcy or
dissolution of the General Partner or any successor General Partner.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than as set forth in Item 11 of this report under the caption "Executive
Compensation," Consolidated has not been a party to the relationships or
transactions required to be reported by this item.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
A. Documents filed as part of this report
(1) Financial Statements
Included in Part II of this report:
Report of Independent Accountants
Balance Sheets at September 30, 1997 and 1996
Statements of Operations for the Years Ended September 30, 1997, 1996 and 1995
Statements of Changes in Partners' Equity (Deficit) for the
Years Ended September 30, 1997, 1996 and 1995
Statements of Cash Flows for the Years Ended September 30,
1997, 1996 and 1995
Notes to Financial Statements
(2) Financial Statement Schedules
Included in Part IV of this report:
Schedule II - Valuation and Qualifying Accounts & Reserves
for the Year Ended September 30, 1997
Schedule III - Real Estate and Accumulated Depreciation -
September 30, 1997
(3) Exhibits
3.1 and 4.1 Partnership Agreement, filed as Exhibit 3 and 4 to the annual
report on Form 10-K of Consolidated for the fiscal year ended September 30,
1984, is hereby incorporated by reference as an exhibit herein.
3.2 and 4.2 Amendment to Partnership Agreement, filed as Exhibit 3.2 and
4.2 to the annual report on Form 10-K of Consolidated for the fiscal year
ended September 30, 1991, is hereby incorporated by reference as an exhibit
herein.
10.1 Agricultural Management Agreement and First Amendment thereto between
Agrispect and Consolidated, filed as Exhibit 10.2 to the annual report on Form
10-K of Consolidated for the fiscal year ended September 30, 1985, are hereby
incorporated by reference as an exhibit herein.
10.2 Second Amendment to Agricultural Management Agreement between Agrispect
and Consolidated, filed as Exhibit 10.2 to the annual report on Form 10-K of
Consolidated for the fiscal year ended September 30, 1991, is hereby
incorporated by reference as an exhibit herein.
10.3 Third Amendment to Agricultural Management Agreement between Agrispect
and Consolidated, filed as Exhibit 10.3 to the annual report on Form 10-K of
Consolidated for the fiscal year ended September 30, 1991, is hereby
incorporated by reference as an exhibit herein.
10.4 Calavo Bylaws and Marketing Agreement, filed as Exhibit 10.1 to the
annual report on Form 10-K of Consolidated for the fiscal year ended September
30, 1987, is hereby incorporated by reference as an exhibit herein.
10.5 Partnership Management Agreement between Ventura Pacific Capital Company
and Consolidated, filed as Exhibit 10.2 to the annual report on Form 10-K of
Consolidated for the fiscal year ended September 30, 1986, is hereby
incorporated by reference as an exhibit herein.
10.6 First Amendment to Partnership Management Agreement between Ventura
Pacific Capital Company and Consolidated, filed as Exhibit 10.6 to the annual
report on Form 10-K of Consolidated for the fiscal year ended September 30,
1991, is hereby incorporated by reference as an exhibit herein.
10.7 Second Amendment to Partnership Management Agreement between Ventura
Pacific Capital Company and Consolidated, filed as Exhibit 10.7 to the annual
report on Form 10-K of Consolidated for the fiscal year ended September 30,
1991, is hereby incorporated by reference as an exhibit herein.
B.Reports on Form 8-K
Consolidated filed no current reports on Form 8-K during the last quarter of the
fiscal year covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: December 15, 1997 GREEN GOLD CONSOLIDATED
By: ECONOMIC CONSULTANTS,
General Partner
By:
Daniel Lee Stephenson,
General Partner
By:
Tom A. Leevers,
General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:
SIGNATURE CAPACITY
Dec. 15, 1997
DANIEL LEE STEPHENSON Principal executive officer,
principal financial officer,
principal accounting officer and
General Partner of Economic
Consultants
Dec .15, 1997
TOM A. LEEVERS General Partner of Economic
Consultants
<PAGE>
SCHEDULE II
GREEN GOLD CONSOLIDATED
(A CALIFORNIA LIMITED PARTNERSHIP)
<TABLE>
Valuation and Qualifying Accounts and Reserves
For the Three Year Period Ended September 30, 1997
Allowance
Date for Doubtful Accounts
------------- ---------------------
<S> <C>
Balance, September 30, 1994 $ 99,000
Provision
Write-off
Recovery
--------
Balance, September 30, 1995 $ 99,000
Provision
Write-off
Recovery
--------
Balance, September 30, 1996 $ 99,000
Provision
Write-off
Recovery
--------
Balance, September 30, 1997 $ 99,000
--------
</TABLE>
<PAGE>
SCHEDULE III
GREEN GOLD CONSOLIDATED
(A CALIFORNIA LIMITED PARTNERSHIP)
<TABLE>
Real Estate and Accumulated Depreciation
September 30, 1997
(Amounts in thousands)
<CAPTION>
Cost Capitalized
Initial Cost to Subsequent to
Partnership Acquisition
------------------------ ------------------------
Trees & Land Carrying
Description Encumbrances Land Improvements Improvements Cost
<S> <C> <C> <C> <C> <C>
Unimproved land:
Riverside Co.,
California:
1-4/24247 $ -0- $ 173 $ 151 $ 237 $ -0-
49 acres
1,2&4/24248 -0- 99 94 185 -0-
31 acres
1-7/24249 -0- 140 101 223 -0-
42 acres
1&3/24867 -0- 21 81 81 -0-
24 acres
-------- ------- ------ ------ ------
$ -0- $ 433 $ 427 $ 726 $ -0-
-------- ------- ------ ------ ------
Gross Amount Carried
at Sept. 30, 1997
--------------------------------
Date Life
Trees & Accumulated Construction Date Depreciated
Description Land Improvements Total Depreciation Began Acquired Over
<S> <C> <C> <C> <C>
1-4/24247 $ 410 $ 151 $ 561 $ 151 N/A 12/74 5-22 yrs
1,2&4/24248 284 94 378 94 N/A 12/74 5-22 yrs
1-7/24249 363 101 464 101 N/A 3/85 5-22 yrs
1&3/24867 102 81 183 81 N/A 11/86 5-22 yrs
----- ------ ------ ------
$1,159 $ 427 $1,586 $ 427
----- ----- ------ -----
</TABLE>
<PAGE>
Notes to Schedule III
Green Gold Consolidated
(A California Limited Partnership)
<TABLE>
Real Estate and Accumulated Depreciation
(Amounts in thousands)
<CAPTION>
Reconciliation of gross amount at which real estate was carried:
Year ended September 30,
1997 1996 1995
<S> <C> <C> <C>
INVESTMENT IN REAL ESTATE
Balance at beginning of period $ 1,586 $ 1,629 $ 1,644
Additions during period:
Land improvements, etc. 1
Sales during period (43)
Reimbursement of subdivision costs (16)
------- ------- ------
Balance at end of period $ 1,586 $ 1,586 $ 1,629
------- ------- ------
ACCUMULATED DEPRECIATION
Balance at beginning of period $ 427 $ 418 $ 398
Additions charged to costs and expenses 9 20
------- ------- ------
Balance at end of period $ 427 $ 427 $ 418
------- ------- ------
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> SEP-30-1997
<CASH> 446
<SECURITIES> 210
<RECEIVABLES> 1725
<ALLOWANCES> (99)
<INVENTORY> 15
<CURRENT-ASSETS> 776
<PP&E> 1586
<DEPRECIATION> (427)
<TOTAL-ASSETS> 2685
<CURRENT-LIABILITIES> 49
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2636
<TOTAL-LIABILITY-AND-EQUITY> 2685
<SALES> 457
<TOTAL-REVENUES> 659
<CGS> 417
<TOTAL-COSTS> 417
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 242
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 242
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
