SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
Commission File
For the year ended December 31, 1995 Number 2-95219
-------------------- -------
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP
Massachusetts 04-2859087
(State of organization) (IRS Employer Identification No.)
One International Place, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (617) 330-8600
--------------
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 ]
No market exists for the limited partnership interests of the
Registrant, and, therefore, no aggregate market value can be computed.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Part of the Form 10-K Document Incorporated by Reference
I, III The Registrant's Prospectus dated December 16,
1985
<PAGE>
PART I
Item 1. Business.
Indian River Citrus Investors Limited Partnership (the "Registrant" or
the "Partnership") was organized under the Revised Uniform Limited Partnership
Act of the Commonwealth of Massachusetts on December 24, 1984 for the purpose of
owning and operating a commercial citrus grove located near Stuart, Martin
County, Florida. The Registrant was initially capitalized with a contribution of
$1,000 from Winthrop Agricultural Management II, Inc. (the "General Partner"),
the general partner of the Partnership. The General Partner is a Massachusetts
corporation wholly-owned by Winthrop Financial Associates, A Limited
Partnership, a Maryland limited partnership ("WFA"). See "Change in Control".
On January 9, 1985, the Registrant filed a Registration Statement on
Form S-1 (SEC File No. 2-95219) (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") with respect to a public
offering of 25,000 units of limited partnership interest ("Units") in the
Registrant which was amended by Amendment No. 3 thereto to reduce the size of
the offering to 15,500 Units at a purchase price of $1,000 per Unit (as so
amended, the "Registration Statement"). The Registration Statement was declared
effective on December 16, 1985. The offering terminated on March 31, 1986, at
which time 15,500 Units representing $15,500,000 of capital contributions from
Limited Partners, had been subscribed for.
The Registrant's only business is owning and operating a commercial
citrus grove consisting of approximately 3,150 acres of land and related
improvements and equipment located near Stuart, Martin County, Florida (the
"Grove" or "Property"). The Grove and the Registrant's financing arrangements
therefor are described at pages 19-20 and 38-41 under the captions "The Grove"
and "Acquisition of the Grove and Financing Arrangements," in the Registrant's
Prospectus dated December 16, 1985 (the "Prospectus") contained in the
Registration Statement, which description is incorporated herein by this
reference. The Registrant's business is described at pages 22-36 of the
Prospectus under the caption "Business", which description is incorporated
herein by this reference.
The two mortgages encumbering the Grove were scheduled to mature on
January 31, 1996. Due to the unpredictable nature of fruit prices which are
affected by many factors outside the control of the Registrant such as weather
conditions and supply and demand, over the past eight years the Registrant's net
cash flow has fluctuated from a low of $509,000 to a high of $4,500,000. During
the past five years, including returns anticipated from the 1995 harvest, the
Grove has generated average cash flow of under $1,500,000 which is insufficient
to service total debt service at
<PAGE>
maturity. As a result, starting in November 1995, the Partnership entered into
discussions with the first mortgage holder, NationsBank of Florida ("Nations")
and the second mortgage holder, Caulkins Citrus Company ("Caulkins"), in an
attempt to renegotiate the debt. At December 31, 1995, the total debt
encumbering the Grove was approximately $22.9 million. Nations granted the
Partnership a four month extension on the maturity to enable the Partnership to
engage in discussions with Caulkins. After extensive discussions, Caulkins,
without notice, terminated negotiations in February 1996 by declaring a default,
commencing foreclosure proceedings and obtaining a court order to appoint a
receiver to collect revenues and take over control of the Grove.
On March 4, 1996, the Partnership filed for protection under Chapter 11
of the United States Bankruptcy Act in the Federal District Court for the State
of Florida, Southern District (Case No. 96-30843-BKC-SHF). The General Partner
determined to seek to reorganize under the Bankruptcy Act in order to attempt to
maximize the value of the Registrant's assets. It is believed that the value of
the property may currently be less than the total debt on the property. The
Registrant intends to submit its plan of reorganization to the court in the near
future. There can be no assurance that the Bankruptcy Court will permit the
Registrant to reorganize. Accordingly, if the Registrant is not permitted to
reorganize, the Partnership could lose the Grove in a foreclosure proceeding.
The Registrant sells most of its product pursuant to two agreements with
citrus processing plants. Under the terms of these agreements, the Registrant
was obligated to sell 100% of its harvested fruit through the 1994-1995 harvest;
and 90% of the Grove's harvested fruit through the 1996-1997 harvest. The
Registrant is currently negotiating with the current citrus processing plants to
renew these contracts. If the Registrant is unable to renew this agreement, any
remaining product will attempted to be sold in the open market.
Employees
The Registrant has no employees. The Grove is managed by a third party
management company for a fixed fee of $148,400 per year plus incentive fees.
Incentive fees of $64,505, $53,437 and $65,285 were paid for the years ended
December 31, 1995, 1994 and 1993 respectively.
Partnership Agreement Amendment
In August 1995, the Managing General Partner amended Section 12.4 of
the Registrant's partnership agreement to clarify and remove any ambiguities
pertaining to the requirements for calling and voting at a meeting of Investor
Limited Partners, or taking action by written consent of partners in lieu
thereof. Such requirements include, among other matters, that any action by
written consent may be initiated only by the General Partner or by one or more
Investor Limited Partners holding not less than 10% of the outstanding Units.
Change in Control
On December 22, 1994, pursuant to an Investment Agreement entered into
among Nomura Asset Capital Corporation ("NACC"), Mr. Halleran and certain other
individuals who comprised the senior management of WFA, Arthur J. Halleran, Jr.,
the sole general partner of Linnaeus Associates Limited Partnership
("Linnaeus"), the sole general partner of WFA, transferred the general
partnership interest in Linnaeus to W.L. Realty, L.P. ("W.L. Realty"). W.L.
Realty is a Delaware limited partnership, the general partner of which was,
until July 18, 1995, A.I. Realty Company, LLC ("Realtyco"), an entity then owned
by certain employees of NACC. On July 18, 1995 Londonderry Acquisition II
Limited Partnership (Londonderry II"), a Delaware limited partnership, and
affiliate of Apollo Real Estate Advisors, L.P. ("Apollo"), acquired, among other
things, Realtyco's general partner interest in W.L. Realty and a sixty four
percent (64%) limited partnership interest in W.L. Realty, and the general
partnership interest in the Associate General Partner.
As a result of the foregoing acquisitions, Londonderry II is the sole
general partner of W.L. Realty which is the sole general partner of Linnaeus,
and which in turn is the sole general partner of WFA. As a result of the
foregoing, effective July 18, 1995, Londonderry II, an affiliate of Apollo,
became the controlling entity of the General Partner. In connection with the
transfer of control, the officers and directors of the General Partner resigned
and Londonderry II appointed new officers and directors. See Item 10, "Directors
and Executive Officers of Registrant.
Item 2. Properties.
The Registrant owns no properties other than the Grove which is
described under Item 1 above.
Item 3. Legal Proceedings.
The Registrant is not a part, nor are any of its properties subject, to any
material pending legal proceedings except for the bankruptcy filing discussed in
Item 1 above.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders during the period
covered by this report.
<PAGE>
PART II
Item 5. Market for the Registrant's United Limited Partnership
Interests and Related Security Holder Matters.
(a) Market Information. The Registrant is a partnership and thus has no
common stock. There is no active market for the Units. Trading in the Units is
sporadic and occurs solely through private transactions.
(b) Holders. As of March 1, 1996, there were 1,369 holders of record who
owned the 15,500 outstanding Units.
(c) Distributions. No distributions from operations were made during
the years ended December 31, 1995, 1994 and 1993. See Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" for a
discussion of Registrant's financial ability to make distributions.
<PAGE>
Item 6. Selected Financial Data.
The following represents selected financial data for Registrant for the
years ended December 31, 1995, 1994, 1993, 1992 and 1991. The data should be
read in conjunction with the financial statements included elsewhere herein.
This data is not covered by the independent auditors' report.
<TABLE>
For the Year Ended December 31,
1995 1994 1993 1992 1991
---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net Fruit Sales $ 3,701,261 $ 3,749,884 $ 3,793,558 $ 4,300,580 $ 4,439,871
Net Earnings (Loss) (1,780,419) (1,284,757) (2,059,825) (1,278,743) (1,107,610)
Net Earnings (Loss) (1,602,377) (1,156,281) (1,853,843) (1,150,869) ( 996,849)
allocable to the
Limited Partners
Net Earnings (Loss) (103.38) (74.60) (119.60) (74.25) (64.31)
allocable to the
Limited Partners
per $1,000 Unit
Net Earnings (178,042) (128,476) (205,982) (127,874) (110,761)
(Loss) allocable to
the General Partner
Cash 0 0 0 0 391,414
Distributions
to Partners
Cash 0 0 0 0 25.00
Distributions
per Limited
Partnership
$1,000 Unit
Cash 0 0 0 0 3,914
Distribution
to General
Partner
Total Assets 23,269,474 24,156,366 24,179,888 25,307,344 25,844,033
Total 23,821,215 22,927,688 21,666,453 20,734,084 19,992,030
Liabilities
Partner's (551,741) 1,228,678 2,513,435 4,573,260 5,852,003
Capital
</TABLE>
<PAGE>
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources
The two mortgages encumbering the Grove were scheduled to mature on
January 31, 1996. Due to the unpredictable nature of fruit prices which are
affected by many factors outside the control of the Registrant such as weather
conditions and supply and demand, over the past eight years the Registrant's net
cash flow has fluctuated from a low of $509,000 to a high of $4,500,000. During
the past five years, including returns anticipated from the 1995 harvest, the
Grove has generated average cash flow of under $1,500,000 which is insufficient
to service total debt service at maturity. As a result, starting in November
1995, the Partnership entered into discussions with the first mortgage holder,
NationsBank of Florida ("Nations") and the second mortgage holder, Caulkins
Citrus Company ("Caulkins"), in an attempt to renegotiate the debt. At December
31, 1995, the total debt encumbering the Grove was approximately $22.9 million.
Nations granted the Partnership a four month extension on the maturity to enable
the Partnership to engage in discussions with Caulkins. After extensive
discussions, Caulkins, without notice, terminated negotiations in February 1996
by declaring a default, commencing foreclosure proceedings and obtaining a court
order to appoint a receiver to collect revenues and take over control of the
Grove.
On March 4, 1996, as a result of the pending foreclosure proceeding
instituted by Caulkins, the holder of the second mortgage note on the Grove, the
Registrant filed for protection under Chapter 11 of the United States Bankruptcy
Act in the Federal District Court for the State of Florida, Southern District
(Case No. 96-30843-BKC-SHF). See Item 1, "Business." If the Registrant is not
permitted to reorganize under the Bankruptcy Act or cannot reach an agreement
with the existing lenders, the Registrant could lose the Grove in a foreclosure
proceeding. If the Grove was foreclosed upon, the Registrant would be liquidated
and dissolved.
Cash and cash equivalents at December 31, 1995 were $2,676,875, a
decrease or $447,753 or 14% compared to $3,124,628 at December 31, 1994. The
decrease is a result of a decrease of $435,400 in operating activities and
$12,353 in capital expenditures (investing activities). Increases and decreases
of cash and cash equivalents from year to year are primarily attributable to the
differences in timing of the harvesting of the crop from year to year.
Accounts receivable at December 31, 1995 of $329,413 increased by
$230,311 compared to the December 31, 1994 balance of $99,102. Accounts
receivable consist of amounts due for fruit harvested as of December 31st for
which the revenue will not be received until after January 1st.
<PAGE>
Inventory (fruit remaining on trees) at December 31, 1995, increased
$22,919 as compared to December 31, 1994. Inventory includes a portion of the
inventoriable horticultural care and depreciation costs for the calendar year.
The other portion of such costs is allocated to cost of sales for fruit
harvested in the same year but which were not included in inventory the prior
year. The increase in inventory is due to (1) a delayed beginning of the
harvesting of the 1994-1995 fruit and (2) an increase in projected fruit of 10%,
which gave rise to a lower percentage of the fruit harvested during 1994.
The Grove has been and continues to be, in comparison to state wide
figures, comparatively adversely impacted by the combination of (i) a prolonged
bloom; (ii) a March 1993 storm which brought high winds and low temperatures and
(iii) a fungus which leads to a condition called post-bloom fruit drop.
Strong production levels in Florida and Brazil since the 1991-1992 crop
have kept market prices around $1.00 per pound solid, which is close to its
historical low. Accordingly, the prices received by the Grove are principally
determined by the floor price levels set forth in the Grove's long-term fruit
sales contracts.
Results of Operations
The Registrant has completed its tenth full year of citrus operations
at the Grove. Citrus production at the Grove is estimated to be approximately
708,000 boxes for the 1995-1996 crop year, a 4.5% decrease from the 740,000
boxes produced in the 1994-1995 crop year, and a 17% increase from the 1993-1994
production level of 660,000.
The 5,007,200 pound-solid yield for the 1994-1995 season represents a
11% increase over the 1993-1994 season yield of 4,524,800 pounds solid and a 3%
increase over the 1992-1993 season yield of 4,862,800 pounds solid. "Pound solid
yield" is the residual sugar content of the fruit, and is the mechanism by which
price and revenue is derived. Average price per pound solid of $1.04 received
for the 1994-1995 season fruit increased by $.03 and by $.04 compared to the
1993-1994 and 1992-1993 average season prices of $1.01 and $1.00 per pound
solid, respectively.
Seasonal revenues are not comparable to calendar year revenue due to
the nature of the Grove's business insofar as the harvesting of a single
season's crop is not completed within a single calendar year and due to the
timing differences of final settlements. Fruit sales for the year ended December
31, 1995 increase by $19,551 or 0.4% compared to the same period in 1994 and
fruit sales declined by $150,114 or 3% compared to the fiscal year ended
December 31, 1993. The decrease in the comparisons of calendar year revenues
with season revenues is attributable to
<PAGE>
pricing differences, size of crop and the timing of harvesting. Specifically,
approximately 36% of the crop which bloomed in 1993 was picked by the
corresponding year-end. The comparable figure for 1994 and 1995 was 23% and 27%,
respectively. The decrease in the 1994 revenues was due to the declining price
per pound solids received, and the delay in harvesting the 1994-1995 fruit crop.
Harvesting expenses of $1,351,243 for the year ended December 31, 1995
increased by $68,174 compared to $1,283,069 for the same period in 1994, and
decreased by $57,817 compared to $1,409,060 for the year ended December 31,
1993. During 1995, 1994 and 1993 boxes harvested were 704,180, 657,830 and
743,820 respectively or $1.92, $1.95 and 1.89 per box, respectively.
Cost of fruit sales increased by 2% or $47,555 compared to 1994 and
decreased 11% or $295,078 compared to 1993. Cost of sales consists of (1) a
portion of the inventoriable horticultural care and depreciation costs for the
current calendar year, which is not allocated to inventory (fruit remaining on
trees) for the current calendar year and (2) the portion of such inventoriable
costs which was allocated to inventory for the prior year. The total production
expenditures for a calendar year generally fluctuate only for changes in
required horticultural care; accordingly, cost of goods sold is heavily
influenced by the portions of current and prior year crops picked during a given
reporting period. This accounts for the bulk of the increase in the 1995 costs
of good sold.
Interest expense increased by $400,279 in 1995 as a result of the
increase of the principal balance of the Caulkins note and an adjustment made to
correct principal and interest in 1994.
Grove management fees for the years ended 1995, 1994, and 1993 were
$212,905, $201,837, and $213,685 respectively. The fees are made up of a base
management fee and an incentive management fee of a specified percentage of
available cash flow, as defined.
Real estate taxes for 1995, 1994 and 1993 were $68,129, $56,071 and
$133,950, respectively. The 1994 decrease was the result of a change in the
methods and rates of assessing the value of the property. Real Estate taxes for
citrus groves are being calculated based upon a state wide averaging formula
that pools values and yields across the state.
<PAGE>
Item 8. Financial Statements and Supplementary Data.
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP
FINANCIAL STATEMENTS INDEX
FINANCIAL STATEMENTS
Independent Auditors' Report
Balance Sheets as of December 31, 1995 and 1994
Statements of Operations for the years ended
December 31, 1995, 1994 and 1993
Statements of Partners' Capital (Deficiency) for
years ended December 31, 1995, 1994 and 1993
Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993
Notes to Financial Statements
INDEPENDENT AUDITORS' REPORT
To the Partners of Indian River Citrus Investors
Limited Partnership (Debtor-in-Possession)
We have audited the accompanying balance sheets of Indian River Citrus Investors
Limited Partnership (a Massachusetts limited partnership)
(Debtor-in-Possession), as of December 31, 1995 and 1994, and the related
statements of operations, partners' capital (deficiency) and cash flows for each
of the three years in the period ended December 31, 1995. 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 in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Partnership at December 31, 1995 and
1994, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles.
As discussed in Note 1, the Partnership has filed for reorganization under
Chapter 11 of the Federal Bankruptcy Code. The accompanying financial statements
do not purport to reflect or provide for the consequences of the bankruptcy
proceedings. In particular, such financial statements do not purport to show (a)
as to assets, their realizable value on a liquidation basis or their
availability to satisfy liabilities; (b) as to pre-petition liabilities, the
amounts that may be allowed for claims or contingencies, or the status and
priority thereof; (c) as to partner accounts, the effect of any changers that
may be made in the capitalization of the Partnership; or (d) as to operations,
the effect of any changes that may be made in its business. The outcome of these
matters is not presently determinable.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 1, the
Partnership's recurring losses from operations, negative working capital, and
partner capital deficiency raise substantial doubt about its ability to continue
as a going concern. Management's plans concerning these matters are also
discussed in Note 1. The financial statements do not include adjustments that
might result from the outcome of the uncertainties referred to herein and in the
preceding paragraph.
/s/Deloitte & Touche LLP
March 18, 1996
<PAGE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
ASSETS
<TABLE>
1995 1994
----------- --------
<S> <C> <C>
Current Assets:
Cash and cash equivalents (Note 2)................................ $ 2,676,875 $ 3,124,628
Accounts receivable (Note 3)...................................... 329,413 99,102
Inventory (Note 2)................................................ 1,792,035 1,769,116
Other assets...................................................... 64,660 48,757
----------- -----------
Total current assets.............................................. $ 4,862,983 $ 5,041,603
Property, net (Notes 2 and 4)......................................... 18,401,799 19,064,407
Deferred financing costs (Note 5).................................... 4,692 50,356
----------- -----------
$23,269,474 $24,156,366
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
Current Liabilities:
Notes payable (Note 6)............................................ $ 22,869,735 $ 21,616,860
Accrued interest.................................................. 767,970 1,186,622
Other accrued liabilities (including accrued
liabilities to related parties totaling $61,793
in 1995 and 1994............................................. 183,510 124,206
----------- -----------
Total current liabilities......................................... 23,821,215 22,927,688
----------- -----------
Partners' Capital (Deficiency): (Note 1)
Limited Partners, $1,000 stated value per
Unit; 15,500 Units authorized, issued
and outstanding in 1995 and 1994............................. 654,038 2,256,415
General partner................................................... (1,205,779) (1,027,737)
------------ -----------
Total partners' capital (deficiency).............................. (551,741) 1,228,678
------------ -----------
$ 23,269,474 $24,156,366
============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Fruit Sales:
Fruit sales (Notes 2 and 10)........................ $ 5,052,504 $ 5,032,953 $ 5,202,618
Less harvesting expenses............................. 1,351,243 1,283,069 1,409,060
----------- ------------ ------------
Net fruit sales...................................... 3,701,261 3,749,884 3,793,558
Cost of fruit sales (Note 2)................................. 2,272,638 2,225,083 2,567,716
----------- ------------ ------------
Operating margin.............................................. 1,428,623 1,524,801 1,225,842
----------- ------------ ------------
Interest income.............................................. 158,095 116,190 70,009
Expenses:
Interest expense..................................... 2,614,444 2,214,165 2,500,315
Grove management fees (Note 9)...................... 212,905 201,837 213,685
Partnership management fees (Note 8)................. 336,140 336,140 334,204
Real estate taxes.................................... 68,129 56,071 133,950
Amortization (Notes 5)............................... 45,665 45,665 96,690
General and administrative........................... 80,381 62,397 67,359
Depreciation (Notes 2 and 4)......................... 9,473 9,473 9,473
------------ ----------- -----------
Total................................................ 3,367,137 2,925,748 3,355,676
Net loss (Note 11)............................................ $(1,780,419) $(1,284,757) $(2,059,825)
============ =========== ===========
Net loss allocated to General Partner......................... $ (178,042) $ (128,476) $ (205,982)
============ =========== ===========
Net loss allocated to Limited Partners........................ $(1,602,377) $(1,156,281) $(1,853,843)
============ =========== ===========
Net loss per Unit of Limited Partnership .....................
Interest (Note 7).................................... $ (103.38) $ (74.60) $ (119.60)
============ =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIENCY)
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
Units of General Total
Limited Limited Partners' Partners'
Partnership Partners' Capital Capital
Interest Capital (Deficiency) (Deficiency)
<S> <C> <C> <C> <C>
Balance, December 31, 1992 15,500 $ 5,266,539 $ (693,279) $4,573,260
-------- ----------- ----------- ----------
Net loss (1,853,843) (205,982) (2,059,825)
----------- ----------- ----------- ----------
Balance, December 31, 1993 15,500 3,412,696 (899,261) 2,513,435
-------- ----------- ----------- ----------
Net loss (1,156,281) (128,476) (1,284,757)
----------- ----------- ----------- ----------
Balance, December 31, 1994 15,500 2,256,415 (1,027,737) 1,228,678
-------- ----------- ----------- ----------
Net loss (1,602,377) (178,042) (1,780,419)
----------- ----------- ----------- ----------
Balance, December 31, 1995 15,500 $ 654,038 $(1,205,779) $ (551,741)
======== =========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
1995 1994 1993
---- ---- ----
Cash flow provided by (used in) operating activities:
<S> <C> <C> <C>
Cash received from customers.............................. $4,822,193 $5,237,764 $5,802,940
Cash paid to suppliers.................................... (3,643,410) (3,772,413) (4,029,905)
Interest received......................................... 166,038 109,250 75,136
Interest paid............................................. (1,780,221) (914,510) (1,468,337)
----------- ----------- -----------
Net cash provided by (used in) operating activities....... (435,400) 660,091 (340,166)
----------- ----------- -----------
Cash flow used in investing activities:
Capital expenditures...................................... (12,353) (11,144) (106,473)
------------ ---------- -----------
Net cash used in investing activities..................... (12,353) (11,144) (106,473)
------------ ---------- -----------
Cash flow used in financing activities:
Proceeds from mortgage refinancing........................ - - 8,000,000
Paydown on first mortgage................................. - - (8,000,000)
Deferred mortgage costs................................... - - (90,932)
----------- ----------- -----------
Net cash used in financing activities..................... - - (90,932)
----------- ----------- -----------
Net increase (decrease) in cash and cash
equivalents............................................... (447,753) 648,947 (537,571)
Cash and cash equivalents, beginning.......................... 3,124,628 2,475,681 3,013,252
----------- ---------- -----------
Cash and cash equivalents, ending............................. $ 2,676,875 $3,124,628 $ 2,475,681
=========== ========== ===========
Reconciliation of net loss to net cash provided by (used in) operating
activities:
Net loss...................................................... $(1,780,419) $(1,284,757) $(2,059,825)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization........................ 55,138 55,138 106,163
Decrease (increase) in:
Accounts receivable............................. (230,311) 198,544 (119,678)
Inventory....................................... (22,919) (202,559) 120,067
Other assets.................................... (15,904) (31,699) 46,170
Increase (decrease) in:
Accrued interest................................ (418,652) 748,434 (241,760)
Other liabilities............................... 59,304 (38,420) (99,610)
Depreciation capitalized to inventory................ 665,488 664,189 634,568
Accrued interest on refinanced
notes payable................................... 1,252,875 551,221 1,273,739
----------- ----------- -----------
Net cash provided by (used in) operating activities........... $ (435,400) $ 660,091 $ (340,166)
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND BANKRUPTCY
Indian River Citrus Investors Limited Partnership
(Debtor-in-possession) (the "Partnership") was organized in December
1984 under the Uniform Limited Partnership Act of the Commonwealth of
Massachusetts to acquire from Caulkins Citrus Company, Limited
approximately 3,150 gross acres of land located in Martin County,
Florida, and to operate a commercial citrus grove (the "Grove") for
the production of oranges. The Partnership will terminate on December
31, 2010, or sooner, in accordance with the terms of the Limited
Partnership Agreement (the "Agreement"), as amended November 13, 1985.
In accordance with the Agreement, as amended, net income or net
losses, tax credits and net cash flow, as defined, are generally
allocated 99% to the Limited Partners and 1% to the General Partner
for the period ended December 31, 1985, and 90% to the Limited
Partners and 10% to the General Partner, thereafter. Gains, losses and
proceeds from capital transactions are generally allocated 70% to the
Limited Partners and 30% to the General Partner. These allocations are
subject to certain priority returns to the Limited Partners, as
defined in the Agreement.
The two mortgages encumbering the property were scheduled to mature on
January 31, 1996. The holder of the first mortgage, NationsBank,
granted the Partnership a four month extension on the maturity to
enable the Partnership to negotiate with the second mortgage holder,
Caulkins Citrus Company (Caulkins). In February, Caulkins broke off
negotiations and commenced foreclosure proceedings, obtaining a court
order to appoint a receiver to collect revenues and take control of
the Grove.
On March 4, 1996, the Partnership filed a voluntary petition in the
Circuit Court of the 19th Circuit in and for Martin County, Florida
seeking to reorganize the Grove under Chapter 11 of the Bankruptcy
Code. Management's objective is to have the Court ratify a plan
providing for loan extensions from the current lenders in order to
preserve the Partnership's interest in the Grove.
The financial statements contained herein have been prepared in
accordance with generally accepted accounting principles applicable to
a going concern and do not purport to reflect or to provide for all
consequences of the ongoing Chapter 11 reorganization case. As shown
in the financial statements during the year ended December 31, 1995,
the Partnership incurred a net loss of approximately $1,780,000, and
the Partnership's current liabilities exceeded its current assets by
approximately $18,958,000. These factors, among others, indicate the
Partnership may be unable to continue as a going concern.
The financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts, or
the amounts and classification of liabilities that might be necessary
should the Partnership be unable to continue as a going concern. Due
to the timing of these events, the continued operations of the Grove
cannot be determined. The financial statements contained herein may
not be indicative of the results of future operations or financial
position.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fruit Sales - Fruit sales are recognized when fruit is delivered to
processors. Sales are comprised of advances received for fruit
delivered during the fruit season and the receipt of any final
settlements, 90% of which are received by December 31 of the year in
which harvesting is completed.
<PAGE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Inventory - Inventory consists of fruit remaining on the trees at
December 31, 1995 and 1994. Inventory is valued at the lower of cost
or market. Inventory cost includes caretaking costs and inventoriable
depreciation at December 31, 1995 and 1994, which are both allocated
between fruit harvested and fruit remaining on the trees. Market value
was determined by utilizing crop estimates, specified minimum contract
prices, and quoted market prices reported by the Florida Citrus
Processor's Association.
Property - The Partnership provides for deprecation on the grove and
improvements, the building and the trucks using the straight-line
method over estimated useful lives of 30 years, 10 years and 5 years,
respectively. Depreciation expense of $9,473 was recognized on the
building during each of the three years ended December 31, 1995.
Depreciation of the grove and improvements and trucks is included in
inventory and ultimately charged to cost of fruit sales as the fruit
is harvested and sold. Depreciation of $665,488 and $664,189 was
included in inventory for the years ended December 31, 1995 and 1994,
respectively.
Maintenance, repairs and minor renewals are charged to expense as
incurred while major renewals and betterments are capitalized.
Income Taxes - Since the Partnership is not a taxable entity, the
revenues and expenses flow through to the partners for tax purposes.
The tax returns and the amount of distributable Partnership income or
loss are subject to examination by the federal and state taxing
authorities. If such examinations result in changes to distributable
partnership income or loss, the tax liability of the partners would be
changed accordingly.
Statement of Cash Flow - The Partnership considers all highly liquid
investments purchased with an original maturity of three months or
less to be cash equivalents. The majority of cash and cash equivalents
are in excess of federal deposit insurance coverage at December 31,
1995 and 1994.
Financial Instruments - The estimated fair values of the financial
instruments held by the Partnership have been determined using market
information. Due to the short - term nature of the financial
instruments, the carrying amounts of the items are considered to be a
reasonable estimate of their fair value. Such values do not consider
the possible impact of the bankruptcy filing (see Note 1).
Concentration of Credit Risk - Financial instruments which potentially
expose the Partnership to concentration of credit risk consist
primarily of temporary cash investments. The Partnership's policy is
to place temporary cash investments with high credit quality financial
institutions. The Partnership's cash investments consist of bank
deposits and money market funds.
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 the
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
<PAGE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recently Issued Accounting Standards-In March, 1995, the Financial
Accounting Standards Board issued Statement of Financial Accounting
Standards No. 121 ("FAS 121"), Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of, effective
for fiscal years beginning after December 15, 1995. FAS 121 requires
that long-lived assets and certain identifiable intangibles to be held
and used by an entity be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Management is presently unable to determine if
the adoption of FAS 121 will have a material impact on the
Partnership.
3. ACCOUNTS RECEIVABLE
Accounts receivable consist of amounts due for fruit harvested and are
carried at net realizable value. Net realizable value was calculated
based on the fruit delivered utilizing spot and contract market prices
published by the Florida Citrus Processor's Association per the terms
of the fruit purchase agreements. As of December 31, 1995 and 1994,
there was no provision for doubtful accounts.
4. PROPERTY
<TABLE>
At December 31, property consists of the following:
1995 1994
----------- --------
<S> <C> <C>
Land................................................ $ 5,225,071 $ 5,225,071
Grove and improvements.............................. 19,119,148 19,106,795
Building............................................ 94,732 94,732
Trucks.............................................. 30,979 30,979
----------- -----------
Total............................................... 24,469,930 24,457,577
Less accumulated depreciation....................... (6,068,131) (5,393,170)
----------- -----------
Property - net...................................... $18,401,799 $19,064,407
=========== ===========
</TABLE>
5. DEFERRED FINANCING COSTS
Deferred financing costs consist of costs associated with obtaining
financing and are amortized on a straight-line basis over the lives of
the related debt. As a result of the refinancing further discussed in
Note 6, deferred mortgage costs totalling $198,507 along with
associated accumulated amortization of $143,919 were written off when
the related mortgage was paid down. Costs of $90,932 related to
obtaining the new financing were capitalized in 1993 and will be
amortized over the life of the new mortgage. Deferred financing costs
at December 31, 1995 and 1994 are net of accumulated amortization of
$224,347 and $178,682, respectively. Amortization of deferred
financing costs of $45,665, $45,665 and $96,690 has been recognized in
the accompanying financial statements for the years ended December 31,
1995, 1994 and 1993, respectively.
<PAGE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
6. NOTES PAYABLE
Notes payable of the Partnership at December 31, 1995 and 1994 were as
follows:
<TABLE>
1995 1994
----------- --------
<S> <C> <C>
Note payable to Nationsbank of Florida dated April 12, 1993.
Interest paid monthly at the bank's prime rate less 1% (ranging
from 5% to 8%) until January 31, 1996. Principal and accrued
interest thereon are due in full on January 31, 1996.
These notes are collateralized by a first mortgage on the
Grove property and $2,000,000 is guaranteed by
the General Partner............................ $8,000,000 $8,000,000
Purchase money second mortgage note payable at 10% to Caulkins
Citrus Company, Limited dated December 31, 1985. Annual payments
due beginning January 31, 1987, based on the lesser of $500,000
for each of the first three years ($1,000,000 for each of the
next four years) or available cash flow, as defined. Any accrued
but unpaid interest for any year will be added to the principal
balance as of the annual date. At no time shall the total
principal exceed $17,500,000. Principal and accrued interest
thereon are due in full on or before January 31, 1996. This note
is collateralized by a second mortgage on the
grove property (see Note 1).................... 14,909,826 14,138,049
Less discount on the purchase money second mortgage note adjusting the
stated interest rate to 14.5% (estimated fair market rate on
the date of the note).......................... (40,091) (521,189)
------------ ------------
Notes payable....................................... $ 22,869,735 $ 21,616,860
============ ============
The discount on the purchase money second mortgage note was calculated
based on the projected principal balance assuming payments based on
the Partnership's projected cash flow, as defined.
The amortized discount approximates the effective interest rate
method. The borrower's incremental borrowing rate used to discount the
projected note payments was that assumed for similar debt as of the
date of issuance (i.e. 14.5%).
</TABLE>
7. NET LOSS PER UNIT
Net loss per unit of Limited Partnership interest in computed based on
15,500 units outstanding at December 31, 1995, 1994 and 1993.
<PAGE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
8. RELATED PARTY TRANSACTIONS
The General Partner receives an annual management fee of $200,000.
Accordingly, partnership management fees of $200,000 were expensed for
each of the three years in the period ended December 31, 1995.
First Winthrop Corporation ("First Winthrop") receives $100,000 each
year, adjusted by the annual consumer price index, for accounting,
clerical and administrative services provided to the Partnership.
During the years ended December 31, 1995, 1994 and 1993, such fees in
the amount of $136,140, $136,140, and $134,204, respectively, were
expensed.
9. MANAGEMENT FEES
As of April 1, 1993, the Partnership entered into a property
management agreement with AgriManagement for a fixed fee of $148,400
plus two incentive fees described as Incentive Fee A and Incentive Fee
B. Incentive Fee A is 2.5% of net cash flow from operations. Incentive
Fee B is 15% of net cash flow from operations (as defined) less the
sum of $1,800,000, base fees, accounting services and Incentive Fee B.
Prior to April 1, 1993, the Grove was managed under a Grove Management
Agreement with a grove manager in which an affiliate of the General
Partner has a noncontrolling beneficial interest.
The agreement which terminated March 31, 1993 called for an annual
base management fee of $180,000 payable in equal monthly installments
and an incentive management fee calculated for the first quarter of
1993 and 1992 at 7.5% of the Partnership's cash flow from operations,
respectively, as defined. Payment of the calendar year incentive
management fee for each year was payable on April 1 of the following
year. Grove Management fees expensed under that agreement were $74,930
for the year ended December 31, 1993.
Grove management fees of $212,905, $201,837 and $213,685 were expensed
for the years ended December 31, 1995, 1994 and 1993, respectively.
10. SIGNIFICANT CUSTOMERS
The Partnership sells most of its fruit under two fruit sales
agreements with citrus processing plants. Under the terms of the first
agreement, the Partnership was obligated to deliver and sell to this
processing plant at least 80% of the Grove's harvested fruit for the
1987 through 1991 harvests and 10% of the Grove's harvested fruit
thereafter through the 1994-1995 harvest. For the years ended December
31, 1995, 1994 and 1993, 12%, 13% and 11%, respectively, of the
Partnership's fruit sales were recognized under this agreement.
The Partnership entered into another fruit sales agreement under which
it was obligated to deliver and sell 90% of the fruit not committed
under the agreement described in the paragraph above for the 1987
through 1990 harvests and 90% of the Grove's harvested fruit
thereafter through the 1996-1997 harvest. This agreement provides for
a variable minimum sales price, but not less than $1.00 per pound
solid, through the 1996-1997 harvest. For the years ended December 31,
1995, 1994 and 1993, 88%, 87% and 89% of the Partnership's fruit sales
were recognized under this agreement, respectively.
<PAGE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
11. TAXABLE LOSS
<TABLE>
The Partnership's taxable loss for the years ended December 31, 1995,
1994 and 1993 was calculated as follows:
1995 1994 1993
<S> <C> <C> <C>
Net loss per accompanying statements
of operations......................................... $(1,780,419) $(1,284,757) $(2,059,825)
Tax depreciation less than (in excess of)
that used for financial reporting
purposes.............................................. (69,996) (128,782) 259,330
Reversal of prior year I.R.C. Section 263A costs
in excess of (less than) amount capitalized to
inventory for tax purposes but not for financial
reporting purposes, and other items affecting
operating margin...................................... (444,202) 175,278 207,532
Portfolio income directly allocated to partners......... (158,095) (116,190) (70,009)
Imputed interest expense not recorded for tax
purposes.............................................. 502,559 443,310 357,944
Current year costs capitalized under I.R.C. Section
263A in excess of (less than) amount capitalized
for financial reporting purposes...................... 215,894 261,708 45,962
----------- ------------- -----------
Taxable loss............................................ $(1,734,259) $ (649,433) $(1,259,066)
</TABLE>
<PAGE>
Item 9. Changes In and Disagreements on Accounting and Financial
Disclosure. None.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
(a) and (b) Identification of Directors and Executive Officers.
Registrant has no officers or directors. The Managing General Partner manages
and controls substantially all of Registrant's affairs and has general
responsibility and ultimate authority in all matters effecting its business. As
of March 1, 1996, the names of the directors and executive officers of the
Managing General Partner and the position held by each of them, are as follows:
Has Served as
Position Held with the a Director or
Name and Age Managing General Partner Officer Since
Michael L. Ashner Chief Executive Officer 1-96
and Director
Ronald Kravit Director 7-95
W. Edward Scheetz Director 7-95
Richard J. McCready President and
Chief Operating Officer 7-95
Jeffrey Furber Executive Vice President 1-96
and Clerk
Anthony R. Page Chief Financial Officer 8-95
Vice President and
Treasurer
Peter Braverman Senior Vice President 1-96
Each director and officer of the Managing General Partner will hold
office until the next annual meeting of the stockholders of the Managing General
Partner and until his successor is elected and qualified.
(c) Identification of Certain Significant Employees. None.
(d) Family Relationships. None.
(e) Business Experience. The Managing General Partner was incorporated in
Massachusetts in October 1978. The background and experience of the executive
officers and directors of the Managing General Partner, described above in Items
10(a) and (b), are as follows:
Michael L. Ashner, age 44, has been the Chief Executive Officer of Winthrop
Financial Associates, A Limited Partnership ("WFA") since January 15, 1996. From
June 1994 until January 1996, Mr. Ashner was a Director, President and
Co-chairman of National
<PAGE>
Property Investors, Inc., a real estate investment company ("NPI"). Mr. Ashner
was also a Director and executive officer of NPI Property Management Corporation
("NPI Management") from April 1984 until January 1996. In addition, since 1981
Mr. Ashner has been President of Exeter Capital Corporation, a firm which has
organized and administered real estate limited partnerships.
Ronald Kravit, age 39, has been a Director of WFA since July 1995. Mr.
Kravit has been associated with Apollo since August 1995. From October 1993 to
August 1995, Mr. Kravit was a Senior Vice President with G. Soros Realty
Advisors/Reichman International. Mr. Kravit was a Vice President and Chief
Financial Officer of MAXXAM Property Company from July 1991 to October 1993.
W. Edward Scheetz, age 31, has been a Director of WFA since July 1995.
Mr. Scheetz was a director of NPI from October 1994 until January 1996. Since
May 1993, Mr. Scheetz has been a limited partner of Apollo Real Estate Advisors,
L.P. ("Apollo"), the managing general partner of Apollo Real Estate Investment
Fund, L.P., a private investment fund. Mr. Scheetz has also served as a Director
of Roland International, Inc., a real estate investment company since January
1994, and as a Director of Capital Apartment Properties, Inc., a multi-family
residential real estate investment trust, since January 1994. From 1989 to May
1993, Mr. Scheetz was a principal of Trammel Crow Ventures, a national real
estate investment firm.
Richard J. McCready, age 37, is the President and Chief Operating Officer
of WFA and its subsidiaries. Mr. McCready previously served as a Managing
Director, Vice President and Clerk of WFA and a Director, Vice President and
Clerk of the Managing General Partner and all other subsidiaries of WFA. Mr.
McCready joined the Winthrop organization in 1990.
Jeffrey Furber, age 36 has been the Executive Vice President of WFA
and the President of Winthrop Management since January 1996. Mr. Furber served
as a Managing Director of WFA from January 1991 to December 1995 and as a Vice
President from June 1984 until December 1990.
Anthony R. Page, age 32, has been the Chief Financial Officer for WFA since
August 1995. From July, 1994 to August 1995, Mr. Page was a Vice President with
Victor Capital Group, L.P. and from 1990 to July 1994, Mr. Page was a Managing
Director with Principal Venture Group. Victor Capital and Principal Venture are
investment banks emphasizing in real estate securities, mergers and
acquisitions.
Peter Braverman, age 44, has been a Senior Vice President of WFA since
January 1996. From June 1995 until January 1996, Mr. Braverman was a Vice
President of NPI and NPI Management. From June 1991 until March 1994, Mr.
Braverman was President of the Braverman Group, a firm specializing in
management consulting for
<PAGE>
the real estate and construction industries. From 1988 to 1991, Mr. Braverman
was a Vice President and Assistant Secretary of Fischbach Corporation, a
publicly traded, international real estate and construction firm.
One or more of the above persons are also directors or officers of a
general partner (or general partner of a general partner) of the following
limited partnerships which either have a class of securities registered pursuant
to Section 12(g) of the Securities and Exchange Act of 1934, or are subject to
the reporting requirements of Section 15(d) of such Act: Winthrop Partners 79
Limited Partnership; Winthrop Partners 80 Limited Partnership; Winthrop Partners
81 Limited Partnership; Winthrop Residential Associates I, A Limited
Partnership; Winthrop Residential Associates II, A Limited Partnership; Winthrop
Residential Associates III, A Limited Partnership; 1626 New York Associates
Limited Partnership; 1999 Broadway Associates Limited Partnership; Nantucket
Island Associates Limited Partnership; One Financial Place Limited Partnership;
Presidential Associates I Limited Partnership; Riverside Park Associates Limited
Partnership; Sixty-Six Associates Limited Partnership; Springhill Lake Investors
Limited Partnership; Twelve AMH Associates Limited Partnership; Winthrop
California Investors Limited Partnership; Winthrop Growth Investors I Limited
Partnership; Winthrop Interim Partners I, A Limited Partnership; Winthrop
Financial Associates, A Limited Partnership; Southeastern Income Properties
Limited Partnership; Southeastern Income Properties II Limited Partnership;
Winthrop Miami Associates Limited Partnership; and Winthrop Apartment Investors
Limited Partnership.
(f) Involvement in certain legal proceedings. None.
Item 11. Executive Compensation.
The Partnership is not required to and did not pay any compensation to
the officers or directors of the Managing General Partner. The Managing General
Partner does not presently pay any compensation to any of its officers or
directors.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
(a) Security ownership of certain beneficial owners. No person or group
is known by the Registrant to be the beneficial owner of more than 5% of the
outstanding Units at March 1, 1996.
Under the Amended and Restated Agreement of Limited Partnership of the
Registrant (the "Partnership Agreement"), the voting rights of the Limited
Partners are limited and, in some circumstances, are subject to the prior
receipt of certain opinions of counsel or judicial decisions.
Under the Partnership Agreement, the right to manage the business of
the Registrant is vested in the General Partner.
<PAGE>
(b) Security ownership of management. As of March 1, 1996, the
directors and executive officers of the General Partner do not own any Units of
limited partnerships in the Partnership.
(c) Changes in control. There exists no arrangement known to the
Registrant the operation of which may at a subsequent date result in a change in
control of the Registrant other than as follows.
In connection with its acquisition of control of Linnaeus, Londonderry
II issued NACC a $22 million non-recourse purchase money note due 1998 (the
"Purchase Money Note"), as set forth in a loan agreement, dated as of July 14,
1995, by and between NACC and Londonderry II. Initial security for the Purchase
Money Note includes, among other things, the partnership interests in W.L.
Realty acquired by Londonderry II and the W.L. Realty partnership interest in
Linnaeus. Accordingly, if Londonderry II does not satisfy its obligations under
the Purchase Money Note, NACC would have the right to foreclose upon this
security and, as result, would gain control of the Registrant.
Item 13. Certain Relationships and Related Transactions.
The General Partner and its affiliates are entitled to receive various
fees, commissions, cash distributions, allocations of taxable income, or loss
and expense reimbursements from the Partnership.
The General Partner receives and annual management fee of $200,000. In
addition, First Winthrop Corporation, an affiliate of the General Partner,
receives $100,00 each year, as adjusted by the annual consumer price index, for
accounting, clerical and administrative services provided to the Registrant.
During the years ended December 31, 1995, 1994 and 1993, such fees in the amount
of $136,140, $136,140 and $134,204, respectively, were expensed.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a)(1)(2) Financial Statements and Financial Statement Schedules:
See Item 8 of this Form 10-K for Financial Statements of the
Partnership and Notes thereto. (A Table of Contents to
Financial Statements is included in Item 8 and incorporated
herein by reference.)
(a) (3) Exhibits:
The Exhibits listed on the accompanying Index to
Exhibits are filed as part of this Annual Report and
incorporated in this Annual Report as set forth in said Index.
(b) Reports on Form 8-K - None
<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.
INDIAN RIVER CITRUS INVESTORS
LIMITED PARTNERSHIP
By: WINTHROP AGRICULTURAL
MANAGEMENT II, INC.,
General Partner
By: /s/ Michael L. Ashner
Michael Ashner
Chief Executive Officer
Date: March 27, 1996
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/Name Title Date
/s/ Michael Ashner Chief Executive March 27, 1996
- ------------------
Michael Ashner Officer and Director
/s/ Ronald Kravit Director March 27, 1996
Ronald Kravit
/s/ Anthony R. Page Chief Financial Officer March 27, 1996
Anthony R. Page
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Title of Document Page
3, 4 Agreement and Certificate of Limited
Partnership, as amended to date (1)
3A Amendment to Amended and Restated Agreement
of Limited Partnership dated August 22, 1995 (2)
10A Long-Term Fruit Purchase(Orange)
Agreement Tropicana Products, Inc., Indian
River Citrus Investors Limited Partnership (3)
10B Property Management Agreement between
Bariston Management, Inc. and Indian River
Citrus Investors Limited Partnership,
dated August 27, 1987, as amended (3)
10C Purchase and Sale Agreement dated as of
December 28, 1984 by and between Registrant
and Caulkins Citrus Company Limited (including,
as exhibits thereto, the forms of Temporary
Harvesting Easement, Caulkins Second Mortgage Note,
Grove Management Agreement, Fruit Purchase
Agreement and Indemnity Agreement) filed
January 9, 1985 (3)
First Amendment to Purchase and Sale Agreement
dated as of November 1, 1985 by and between
Registrant and Caulkins Citrus Company Limited
(including as exhibits thereto the forms of
Caulkins Second Mortgage Note, Grove Management
Agreement and Fruit Purchase Agreement) filed
November 14, 1985 (4)
10D Securities Indemnity Agreement dated as of
December 18, 1984 by and among Caulkins Citrus
Company Limited, the Registrant, Winthrop
Agricultural Management II, Inc. and First Winthrop
Corporation filed January 9, 1985 (1)
<PAGE>
10E.1 Management Agreement dated as of December 28, 1984 by and between the
Registrant and Winthrop Agricultural Management II, Inc.
filed January 9, 1985 (3)
10E.2 Amendment to Management Agreement dated as
of November 13, 1985 by and between Registrant
and Winthrop Agricultural Management II, Inc.
filed November 14, 1985 (4)
10F Incentive Asset Management Agreement dated as of December 12, 1985 by and
between the Registrant and Winthrop Financial Associates,
A Limited Partnership, filed December 12, 1985 (4)
10G Accounting Services Agreement dated as of
April 2, 1985 by and between the Registrant
and First Winthrop Corporation filed April 8, 1985 (4)
Amendment of Accounting Services Agreement
dated as of November 13, 1985 by and between
the Registrant and Winthrop Agricultural
Management II, Inc. filed November 14, 1985 (4)
10H Form of Promissory Note and Assignment of
Registrant filed April 8, 1985 (4)
10I Form of Assumption Agreement by the General
Partner of Registrant filed November 14, 1985 (4)
10J Fruit Participation Contract dated April 17,
1990 by and between Caulkins Indiantown
Citrus Company and the Partnership (4)
10K Grove Management Agreement dated as of
April 1, 1993 between the Registrant and
AgriManagement, Incorporated
(5)
<PAGE>
10L Termination Agreement dated as of March 31, 1993 terminating (i) the
Management Agreement dated as of April 15, 1986 between the General
Partner and Bariston Associates, Inc.;
(ii) the Incentive Asset Management Agreement dated as of April 15, 1986
between WFA and Bariston Associates, Inc.; and (iii) the Accounting
Services Agreement dated as of April 15, 1986 between First Winthrop
Corporation and Bariston Associates, Inc. (6)
10M Amended and Restated Consulting Agreement
dated as of March 31, 1993 (6)
25 Power of Attorney filed January 9, 1985 (4)
99B Agricultural Engineering Evaluation of Caulkins
Citrus Company Grove dated January 25, 1985
prepared by Kenneth A. Harris, P.E. filed
April 18, 1985 (4)
Supplemental letter dated November 8, 1985 from
Kenneth A. Harris, P.E. filed November 14, 1985 (4)
99C Horticultural Evaluation of Caulkins Citrus Company Grove dated December
10, 1984 and Update of the Horticultural Evaluation dated March 12, 1985
filed April 18, 1985 (4)
99D Summary of Horticultural Evaluation of Caulkins
Citrus Company Grove Supplemental dated Novem-
ber 12, 1985 from John R. King, Ph.D. (included
as Exhibit C of Prospectus) (4)
- -----------------
(1) Incorporated herein by reference to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1985.
(2) Incorporated by reference to the Registrant's Current Report on Form
8-K filed with Securities and Exchange on September 6, 1995.
(3) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1987.
(4) Incorporated by reference to the Registrant's Registration
Statement on Form S-1, as amended, File No. 2-95219.
(5) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1990.
(6) Incorporated by reference to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1993.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial
information extracted from audited financial
statements for the one year period ending
December 31, 1995 and is qualified in its
entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000760612
<NAME> Indian River Citrus Investors Limited Partne
<MULTIPLIER> 1
<CURRENCY> U. S. DOLLAR
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1.0000
<CASH> 2676875
<SECURITIES> 0
<RECEIVABLES> 329413
<ALLOWANCES> 0
<INVENTORY> 1792035
<CURRENT-ASSETS> 64660
<PP&E> 24469930
<DEPRECIATION> 6068131
<TOTAL-ASSETS> 23269474
<CURRENT-LIABILITIES> 951480
<BONDS> 22869735
0
0
<COMMON> 0
<OTHER-SE> (551,741)
<TOTAL-LIABILITY-AND-EQUITY> 23269474
<SALES> 5052504
<TOTAL-REVENUES> 5210599
<CGS> 2272638
<TOTAL-COSTS> 4321436
<OTHER-EXPENSES> 55138
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2614444
<INCOME-PRETAX> (1,780,419)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,780,419)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,780,419)
<EPS-PRIMARY> (103.38)
<EPS-DILUTED> 0.00
</TABLE>
