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 [ ]
<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
GREEN GOLD CONSOLIDATED
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEET
December 31, September 30,
1999 1999
(Unaudited)
--------- ------------
<S> <C> <C>
ASSETS
Assets:
Cash and cash equivalents $ 993,000 $1,693,000
Notes receivable, net 112,000 240,000
Accrued interest receivable 6,000 8,000
Property held for sale 81,000 384,000
Other assets 2,000 3,000
---------- ----------
TOTAL ASSETS $1,194,000 $2,328,000
========= =========
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accounts payable and accrued
liabilities $ 70,000 $ 48,000
---------- ----------
TOTAL LIABILITIES 70,000 48,000
Partners' equity 1,124,000 2,280,000
---------- ---------
TOTAL LIABILITIES AND
PARTNERS' EQUITY $1,194,000 $2,328,000
========= =========
See accompanying notes to financial statements
</TABLE>
<TABLE>
GREEN GOLD CONSOLIDATED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ending
December 31,
1999 1998
----------- ---------
<S> <C> <C>
Revenues:
Recognition of deferred profit $ 11,000 $ 104,000
Income from property sales 81,000 -0-
Crop sales -0- 15,000
---------- ---------
92,000 119,000
---------- ---------
Costs and expenses:
Cultural care costs - tree cops 4,000 21,000
Professional services 23,000 22,000
Management services 29,000 26,000
Property taxes 4,000 13,000
Other operating expenses 4,000 2,000
Investor services 3,000 5,000
----------- ---------
67,000 89,000
----------- ---------
Income (loss) from operations 25,000 30,000
Other income:
Interest income 28,000 58,000
Other income -0- 3,000
---------- ---------
28,000 61,000
---------- ---------
Net income (loss) $ 53,000 $ 91,000
============ ==========
Net income (loss) per limited
partnership interest $ .005 $ .009
=========== =========
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
</TABLE>
<TABLE>
GREEN GOLD CONSOLIDATED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENT OF CASH FLOWS
(Unaudited)
For the Three Months Ending
December 31,
1999 1998
----------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 53,000 $ 91,000
Adjustments to reconcile net loss to net
cash provided by operating activities:
Deferred profit recognized (11,000) (104,000)
Changes in assets and liabilities:
Decrease (increase) in receivables 2,000 (7,000)
Decrease in other assets 1,000 12,000
Increase in accounts payable
and accrued liabilities 22,000 4,000
------------ ----------
Net cash used by operating activities 67,000 (4,000)
------------ ----------
Cash flows from investing activities:
Collection on notes receivable 139,000 202,000
Increase in notes receivable -0- (261,000)
Sales of property 303,000 136,000
Additions to deferred income
from property sales -0- 109,000
------------ ----------
Net cash provided by investing
activities 442,000 186,000
------------ ---------
Cash flows from financing activities:
Distributions to limited partners (1,200,000) (900,000)
Distributions to general partner (9,000) (8,000)
----------- ----------
Net cash provided by financing
activities (1,209,000) (908,000)
Net decrease in cash (700,000) (726,000)
Cash at September 30 1,693,000 1,204,000
--------- ---------
Cash at December 31 $ 993,000 $ 478,000
========= =========
See accompanying notes to financial statements
</TABLE>
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,
1999 1999
--------- -----------
First trust deed notes $ 285,000 $ 432,000
Less:
Deferred profit on real estate sales (139,000) (158,000)
Allowance for doubtful accounts (34,000) (34,000)
---------- ---------
$ 112,000 $ 240,000
========== ==========
D. PROPERTY
Property is comprised of the following:
December 31, September 30,
1999 1999
Land $ 81,000 $ 384,000
Farm equipment 10,000 48,000
Trees -0- 118,000
--------- ---------
Total 91,000 550,000
Accumulated depreciation (10,000) (166,000)
---------- ----------
$ 81,000 $ 384,000
========= =========
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 1999 and 1998, 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
The Partnership is in a winding up phase. As of December 31, 1999, Green Gold
has three notes all collaterized by property in Temecula with a total balance of
$286,000 and one remaining 13 acre parcel valued at about $81,000. The
objective is to obtain payoffs on the notes, sell the last parcel and distribute
the remaining cash to the partners in 2000.
Recognition of deferred profit for the quarter ended December 31, 1999 decreased
$93,000 (from $104,000 to $11,000) compared to the quarter ended December 31,
1998. Deferred profit in 1998 includes $61,000 recognized from an early loan
payoff and $35,000 from installment sales that occurred in December 1998. Income
from three cash property sales was $81,000 in the quarter ended December 1999.
Avocado crops sales decreased $15,000 (from $15,000 to $0). There are no
avocado trees on the last remaining 13 acre parcel.
Culture care costs decreased $17,000 for the quarter ended December 31, 1999
(from $21,000 to $4,000) compared to the quarter ended December 31, 1998. The
decrease is from reduced avocado tree acreage resulting from property sales.
There will be no further culture care costs. Professional services increased
$1,000 (from $22,000 to $23,000) compared to the same quarter in the previous
year. Management services increased $3,000 (from $26,000 to $29,000) 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. Property taxes decreased $9,000 (from $13,000 to
$4,000) 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 increased $2,000 (from $2,000 to $4,000) compared to the same quarter
in the previous year. The 1998 totals include the effects of about $2,000 in
foreclosure cost reimbursements.
Interest income decreased $30,000 for the quarter ended December 31, 1999 (from
$58,000 to $28,000) compared to the quarter ended December 31, 1998. The
decrease results from a reduction in outstanding notes receivable of $1,096,000
from $1,381,000 in December 1998 to $285,000 in December 1999.
Liquidity and Capital Resources
As of December 31, 1999, the Partnership has cash reserves of approximately
$942,000 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, 1999.
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, 2000 GREEN GOLD CONSOLIDATED,
a California limited partnership
(Registrant)
By: /s/Daniel Lee Stephenson
Daniel Lee Stephenson,
General Partner
