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: June 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 incorporation (I.R.S. Employer or organization) Identification No.) 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 June 30, 2004 (UNAUDITED) ASSETS CURRENT ASSETS Cash and cash equivalents $ 3,224,327 Accounts Receivable, no allowance deemed necessary 8,215 Inventory-In Process -- Deferred crop costs -- Advances for farm costs -- Notes receivable 199,133 Allowance for discounts on notes receivable (46,050) ----------- Total Current Assets 3,385,625 NOTES RECEIVABLE-LONG TERM -- ----------- PROPERTY AND EQUIPMENT -- ----------- 3,385,625 =========== LIABILITIES AND PARTNERS' EQUITY CURRENT LIABILITIES Accounts Payable and accrued liabilities -- Payables to general partner and related parties -- Current portion of long-term debt -- ----------- Total current liabilities -- LONG-TERM DEBT, less current portion -- PARTNERS' EQUITY 3,385,625 ----------- 3,385,625 =========== 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 Six Months Six Months Ended Ended Ended Ended June 30, 2004 June 30, 2003 June 30, 2004 June 30, 2003 ------------- ------------- ------------- ------------- REVENUES Interest and other $ 5,472 $ 10,176 $ 11,134 $ 19,328 Other income 25,885 25,885 Gain on sale of almond orchards 1,816,370 ----------- ----------- ----------- ----------- 31,627 10,176 1,821,762 19,328 EXPENSES Loss on sale of notes receivable 4,313 101,831 Operating expenses 38,524 118,831 ----------- ----------- ----------- ----------- 42,837 220,427 ----------- ----------- ----------- ----------- NET INCOME $ (11,210) $ 10,176 $ 1,632,962 $ 19,328 =========== =========== =========== =========== NET INCOME PER LIMITED PARTNERSHIP UNIT $ (0.93) $ 0.84 $ 135.19 $ 1.60 =========== =========== =========== =========== 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 Six Months Six Months Ended Ended June 30, 2004 June 30, 2003 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 1,632,962 $ 19,328 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 317,256 269,850 Interest receivable 9,128 (12,679) Deferred crop costs (304,135) Advances fro farm costs 4,905 (15,426) Accounts payable and accrued liabilities (1,990) (65,052) Payable to related parties (26,943) (3,636) ----------- ----------- Net cash from operating activities 220,544 (111,750) ----------- ----------- CASH FLOW FROM INVESTING ACTIVITIES Payments received on notes receivable 5,935 3,331 Proceeds from sale of notes receivable 229,130 Proceeds from sale of almond orchards 2,625,000 Expenses paid related to property sales (69,456) ----------- ----------- Net cash from investing activities 2,790,609 3,331 ----------- ----------- CASH FLOW FROM FINANCING ACTIVITIES Payment on long=term debt (264,000) (12,000) ----------- ----------- NET CHANGE IN CASH 2,747,153 (120,419) CASH, beginning of period 477,174 363,011 CASH, end of period $ 3,224,327 $ 242,592 =========== =========== 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 is in the process of selling these notes in an effort to liquidate the remaining assets held. As of June 30, 2004, the notes on the Sierra and Famosa Ranches had been sold, and the note on the Clausen Ranch was sold on July 7, 2004. As of June 30, 2004, a reserve for $46,049 was recorded against the face values of the notes to approximate net realizable value. 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 include, but are 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 are 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 June 30, 2004 was $3,012,258. On April 19, 2004, the note receivable on the Sierra Ranch was sold to the property owner Merritt Farms. The note had a face value of $63,675. It was sold for $57,854, a discount of $5,821. On May 20, 2004, the note receivable on the Famosa Ranch was sold to the current property owner. The note had a face value of $221,000. It was sold for $171,275, a discount of $49,725. As of June 30, 2004, the note receivable on the Clausen Ranch was in escrow to be sold to the purchaser of the property for $153,083. The sale of the note closed on July 7, 2004. It is the intention to set these funds aside to be used as part of the final Partnership liquidation distribution. Results of Operations - --------------------- The Partnership is currently in the process of liquidation. All properties and two of the notes receivable have been sold. The final note sale was in escrow as of June 30, 2004. The sale closed on July 7, 2004. With the deposit of the note sale proceed in to the liquidation account the balance will be in excess of $3,166,000. With the sale of the final note receivable, all of the Partnership assets have been sold and the Partnership will be liquidated in 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 were filed on February 18, March 25, 2004, and April 14 to provide information related to the sales of orchard properties. 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 By: Vintech Almond Advisers, Inc. A California corporation, Managing General Partner By: /s/ DAVID A. BADE ----------------------------------------------------- David A. Bade President