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 June 30, 2000
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)
340 Rosewood Avenue, Suite D, 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 [ ]
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PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
GREEN GOLD CONSOLIDATED
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEET
June 30, September 30,
2000 1999
(Unaudited)
--------- ------------
<S> <C> <C>
ASSETS
Assets:
Cash and cash equivalents $1,131,000 $1,693,000
Notes receivable 49,000 240,000
Accrued interest receivable 3,000 8,000
Property held for sale -0- 384,000
Other assets 3,000 3,000
---------- ----------
TOTAL ASSETS $1,186,000 $2,328,000
========= =========
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accounts payable and accrued
liabilities $ 53,000 $ 48,000
---------- ----------
TOTAL LIABILITIES 53,000 48,000
Partners' equity 1,133,000 2,280,000
---------- ---------
TOTAL LIABILITIES AND
PARTNERS' EQUITY $1,186,000 $2,328,000
========= =========
See accompanying notes to financial statements
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<TABLE>
GREEN GOLD CONSOLIDATED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
(Unaudited)
For the Nine Months Ended
June 30,
2000 1999
----------- ---------
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REVENUES
Sales of property held for sale $ 451,000 $ 234,000
Profit deferred on sales of property
held for sale -0- (110,000)
Recognition of deferred profit 65,000 321,000
Crop sales -0- 106,000
--------- ---------
516,000 551,000
COSTS AND EXPENSES
Cost of property sold 384,000 218,000
Cultural care costs 4,000 65,000
Professional services 111,000 117,000
Depreciation, property tax and other 15,000 32,000
----------- ----------
514,000 432,000
INCOME FROM OPERATIONS 2,000 119,000
OTHER INCOME
Interest income 59,000 134,000
Other income 1,000 12,000
---------- ----------
NET INCOME $ 62,000 $ 265,000
=========== ==========
NET INCOME PER LIMITED
PARTNERSHIP INTEREST $ .0062 $ .0265
=========== ===========
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
STATEMENTS OF OPERATIONS
(Unaudited)
For Three Months Ended
June 30,
2000 1999
---------- ---------
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REVENUES
Sales of property held for sale $ -0- $ 234,000
Profit deferred on sales of property
held for sale -0- (110,000)
Recognition of deferred profit -0- 169,000
Crop sales -0- 83,000
--------- ---------
-0- 376,000
COSTS AND EXPENSES
Cost of property sold -0- 218,000
Cultural care costs -0- 29,000
Professional services 19,000 27,000
Depreciation, property tax and other 1,000 14,000
---------- ---------
20,000 288,000
INCOME (LOSS) FROM OPERATIONS (20,000) 88,000
OTHER INCOME
Interest income 15,000 39,000
Other income -0- 7,000
---------- ---------
NET INCOME $ (5,000) $ 134,000
========== =========
NET INCOME PER LIMITED
PARTNERSHIP INTEREST $ .0005 $ .0134
========== =========
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
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<TABLE>
GREEN GOLD CONSOLIDATED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
For the Nine Months Ended June 30, 2000 and 1999
(Unaudited)
2000 1999
----------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 62,000 $ 265,000
Adjustments to reconcile net income
to net cash provided by operating activities:
Gain on sales of property (67,000) (16,000)
Recognition of deferred profit (65,000) (321,000)
Changes in assets and liabilities:
Decrease in interest receivables 5,000 2,000
Decrease in other assets -0- 12,000
Increase in accounts payable
and accrued liabilities 5,000 4,000
------------ ----------
Net cash used by operating activities (60,000) (54,000)
------------ ----------
Cash flows from investing activities:
Collection on notes receivable 256,000 766,000
Sales of short-term investments -0- 427,000
Sales of property held for sale 451,000 43,000
------------ ----------
Net cash provided by investing
activities 707,000 1,236,000
------------ ----------
Cash flows from financing activities:
Distributions to limited partners (1,200,000) (900,000)
Distributions to general partner (9,000) (8,000)
----------- ----------
Net cash used in financing
activities (1,209,000) (908,000)
----------- ----------
Net increase (decrease) in cash (562,000) 274,000
Cash at September 30 1,693,000 777,000
--------- ---------
Cash at June 30 $1,131,000 $1,051,000
========== ==========
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, are 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.
Certain prior peirod balances have been reclassified to conform to current
period presentation.
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:
June 30, September 30,
2000 1999
--------- -----------
First trust deed notes $ 155,000 $ 432,000
Less:
Deferred profit on real estate sales (72,000) (158,000)
Allowance for doubtful accounts (34,000) (34,000)
---------- ---------
$ 49,000 $ 240,000
========== ==========
D. PROPERTY
Property is comprised of the following:
June 30, September 30,
20009 1999
Land $ -0- $ 384,000
Improvement -0- 48,000
Trees -0- 118,000
--------- ---------
Total -0- 550,000
Less: accumulated depreciation -0- (166,000)
---------- ----------
$ -0- $ 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 the nine months ended June 30, 2000 and 1999.
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 June 30, 2000, Green Gold has
two notes both colaterized by property in Temecula with a total balance of
$155,000. The last remaining 13 acre parcel was sold for $75,000 in January
2000. The objective is to obtain payoffs on the remaining two notes and
distribute the cash to the partners by fiscal year end September 30, 2000.
Recognition of deferred profit for the quarter ended June 30, 2000 decreased
$169,000 (from $169,000 to $0). Avocado crops sales decreased $83,000 (from
$83,000 to $0). There are no remaining parcels.
Cultural care costs decreased $29,000 for the quarter ended June 30, 2000 (from
$29,000 to $0) compared to the quarter ended June 30, 1999. The decrease is a
result of property sales. Professional services decreased $8,000 (from $27,000
to $19,000) compared to the same quarter in the previous year. The decrease
results from lower payments to the Manager, per the terms of the management
agreement, at 2% of the gross Partnership cash receipts. Other operating
expenses decreased $13,000 (from $14,000 to $1,000) compared to the same quarter
in the previous year. The decrease mainly results from no property tax and
insurance costs as a result of property sales.
Interest income decreased $24,000 for the quarter ended June 30, 2000 (from
$39,000 to $15,000) compared to the quarter ended June 30, 1999. The decrease
results from a reduction in outstanding notes receivable of $856,000 (from
$1,011,000 to $155,000).
Liquidity and Capital Resources
As of June 30, 2000, the Partnership has cash reserves of approximately
$1,079,000 to cover operating expenses and any other miscellaneous 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 June 30, 2000.
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: August 10, 2000 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
