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, 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) 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 [ ] PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS GREEN GOLD CONSOLIDATED (A CALIFORNIA LIMITED PARTNERSHIP) BALANCE SHEET March 31, September 30, 2000 1999 (Unaudited) --------- ------------ ASSETS Assets: Cash and cash equivalents $1,132,000 $1,693,000 Notes receivable 50,000 240,000 Accrued interest receivable 6,000 8,000 Property held for sale -0- 384,000 Other assets 4,000 3,000 ---------- ---------- TOTAL ASSETS $1,192,000 $2,328,000 ========= ========= LIABILITIES AND PARTNERS' EQUITY Liabilities: Accounts payable and accrued liabilities $ 54,000 $ 48,000 ---------- ---------- TOTAL LIABILITIES 54,000 48,000 Partners' equity 1,138,000 2,280,000 ---------- --------- TOTAL LIABILITIES AND PARTNERS' EQUITY $1,192,000 $2,328,000 ========= ========= See accompanying notes to financial statements GREEN GOLD CONSOLIDATED (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS (Unaudited) For the Six Months Ended March 31, 2000 1999 ----------- --------- REVENUES Recognition of deferred profit $ 65,000 $ 152,000 Sales on property held for sale 451,000 -0- Crop sales -0- 23,000 ----------- ---------- 516,000 175,000 COSTS AND EXPENSES Cost of property sold 384,000 -0- Cultural care costs 4,000 35,000 Professional services 92,000 88,000 Depreciation, property tax and other 14,000 20,000 ----------- ---------- 494,000 143,000 INCOME FROM OPERATIONS 22,000 32,000 OTHER INCOME Interest income 44,000 95,000 Other income -0- 4,000 ---------- ---------- NET INCOME $ 66,000 $ 131,000 =========== ========== NET INCOME PER LIMITED PARTNERSHIP INTEREST $ .0066 $ .0131 =========== =========== 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 Ended March 31, 2000 1999 ---------- --------- < c> REVENUES Sales of property held for sale $ 75,000 $ -0- Recognition of deferred profit 54,000 48,000 Crop sales -0- 8,000 ---------- --------- 129,000 56,000 COSTS AND EXPENSES Cost of property sold 89,000 -0- Cultural care costs -0- 14,000 Professional services 36,000 35,000 Depreciation, property tax and other 7,000 5,000 ---------- --------- 132,000 54,000 INCOME (LOSS) FROM OPERATIONS (3,000) 2,000 OTHER INCOME Interest income 16,000 37,000 Other income -0- 1,000 ---------- --------- NET INCOME $ 13,000 $ 40,000 ========== ========= NET INCOME PER LIMITED PARTNERSHIP INTEREST $ .0013 $ .0040 ========== ========= 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) STATEMENT OF CASH FLOWS For the Six Months Ended March 31, 2000 and 1999 (Unaudited) March 31, March 31, 2000 1999 ----------- ---------- Cash flows from operating activities: Net income $ 66,000 $ 131,000 Adjustments to reconcile net income to net cash provided by operating activities: Gain on sales of property (86,000) (35,000) Recognition of deferred profit (67,000) (117,000) Changes in assets and liabilities: Decrease in interest receivables 2,000 1,000 Decrease in other assets -0- 7,000 Increase in accounts payable and accrued liabilities 6,000 14,000 ------------ ---------- Net cash provided (used) in by operating activities (79,000) 1,000 ------------ ---------- Cash flows from investing activities: Collection on notes receivable 276,000 302,000 Sales of short-term investments -0- 427,000 Sales of property held for sale 451,000 55,000 ------------ ---------- Net cash provided by investing activities 727,000 784,000 ------------ ---------- 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 by financing activities (1,209,000) (908,000) ----------- ---------- Net (decrease) in cash (561,000) (123,000) Cash at beginning of the period 1,693,000 777,000 --------- --------- Cash at end of the period $1,132,000 $ 654,000 ========== ========= 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 basis 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, 2000 1999 --------- ----------- First trust deed notes $ 156,000 $ 432,000 Less: Deferred profit on real estate sales (72,000) (158,000) Allowance for doubtful accounts (34,000) (34,000) ---------- --------- $ 50,000 $ 240,000 ========== ========== D. PROPERTY HELD FOR SALE Property is comprised of the following: March 31, September 30, 2000 1999 Land $ -0- $ 384,000 Improvements -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 2000 and 1999, 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 Partnerhsip is in a winding up phase. As of March 31, 2000, Green Gold has two notes both collaterized by property in Temecula with a total balance of $156,000. 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 in 2000. Recognition of deferred profit for the quarter ended March 31, 2000 increased $6,000 (from $48,000 to $54,000) compared to the quarter ended March 31, 1999. Loss from the one cash property sale was $14,000 in the quarter ended March 2000. Avocado crop sales decreased $8,000 (from $8,000 to $0). There are no remaining parcels. Culture care costs decreased $14,000 for the quarter ended March 31, 2000 (from $14,000 to $0) compared to the quarter ended March 31, 1999. The decrease is a result of property sales. Professional Services increased $1,000 (from $35,000 to $36,000) compared to the same quarter in the previous year. The increase results from higher payments to the Manager, per the terms of the management agreement, at 2% of the gross Partnership cash receipts. Other operating expenses increased $2,000 (from $5,000 to $7,000) compared to the same quarter in the previous year. The increase mainly results from investor service computer system and insurance costs. Interest income decreased $21,000 for the quarter ended March 31, 2000 (from $37,000 to $16,000) compared to the quarter ended March 31, 1999. The decrease results from a reduction in outstanding notes receivable of $1,121,000 (from $1,277,000 to $156,000). Liquidity and Capital Resources As of March 31, 2000, the Partnership has cash reserves of approximately $1,080,000 to cover operating expenses. 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, 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: May 12, 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