SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10KSB
Annual Report Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
Commission File
For the year ended December 31, 1996 Number 2-95219
-------------------- -------
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
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-B 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-KSB or any amendment to
this Form 10-KSB. [ ]
Registrant's revenues for its most recent fiscal year were $4,737,398.
No market exists for the limited partnership interests of the Registrant, and,
therefore, no aggregate market value can be computed.
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes ___ No ___
DOCUMENTS INCORPORATED BY REFERENCE
Part of the Form 10-KSB Document Incorporated by Reference
I The Registrant's Prospectus dated
December 16, 1985
Transitional Small Business Disclosure Format: Yes ___ No X
<PAGE>
PART I
Item 1. Description of 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.
<PAGE>
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.
Beginning in 1990, the average cash flow (under $1,500,000) was 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 and 1996, 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. In December 1996, an affiliate of Caulkins purchased and
took assignment of the bankruptcy claim of Nations. As a result, Caulkins and
its affiliate hold both the first and second mortgages on 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. In connection with the bankruptcy
filing, the Partnership resumed legal possession of the Grove and its accounts,
and the receiver was removed. The Partnership submitted its plan of
reorganization to the Bankruptcy Court but was unable to obtain the necessary
votes to have its plan of reorganization approved by the Court. As a result, the
Partnership was forced to withdraw its plan of reorganization and the
Partnership's creditors are now able to submit their own plans to the Court.
Consequently, the Partnership will lose the Grove through foreclosure. The
Partnership believes, however, that any plan confirmed by the Court may not
require the Partnership to disgorge all of its cash. There can be no assurance,
however, that the Partnership will be able to retain its cash. If the Grove is
foreclosed upon, the Partnership will be dissolved and its remaining cash after
establishment of sufficient reserves, if
<PAGE>
any, will be distributed to its partners. A hearing is scheduled for April 9,
1997 to determine all remaining issues involved in the Bankruptcy.
The Registrant sells most of its product pursuant to an agreement with
a citrus processing plant. Under this agreement, the Registrant is obligated to
sell 90% of the Groves harvested fruit at variable prices, but in no event less
than $1.00 per pound solid.
Employees
The Registrant has no employees. The Grove is managed by a third party
management company for a fixed fee of $148,400 (indexed to the consumer price
index) per year plus incentive fees. Incentive fees of $64,764 and $52,398 were
paid for the years ended December 31, 1996 and 1995 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. Arthur J. Halleran Jr. and
certain other individuals who comprised the senior management of WFA, Mr.
Halleran, 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.
<PAGE>
("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 9, "Directors,
Executive Officers, Promoters and Control Persons; Compliance With Section 16(a)
of the Exchange Act.
Item 2. Description of Properties.
The Registrant owns no properties other than the Grove which is
described under Item 1 above.
Set forth below is a table showing the gross carrying value and
accumulated depreciation and federal tax basis of the Property as of December
31, 1996:
<TABLE>
Gross
Carrying Accumulated Federal
Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
$24,469,930 $6,738,967 5-30 S/L $7,057,565
</TABLE>
The realty tax rate and realty taxes paid for the Grove in 1996 were
$18.1381/1000 or $157,336, respectively.
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, 1997, there were 1,391 holders
of record who owned the 15,500 outstanding Units.
(c) Distributions. No distributions from operations were made during
the years ended December 31, 1996 and 1995. See Item 6, "Management's Discussion
and Analysis or Plan of Operation" for a discussion of Registrant's financial
ability to make distributions.
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of
Operation.
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.
Beginning in 1990, the average cash flow (under $1,500,000) was 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, 1996, 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. In December 1996, an affiliate of Caulkins purchased and took assignment
of the bankruptcy claim of Nations. As a result, Caulkins and its affiliate hold
both the first and second mortgages on 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. In connection with the bankruptcy
filing, the Partnership resumed legal possession of the Grove and its accounts,
and the receiver was removed. The Partnership submitted its plan of
reorganization to the Bankruptcy Court but, as a result of the Grove's value
being less than the existing debt, was unable to obtain the necessary votes to
have its plan of reorganization approved by the Court. As a result, the
Partnership was forced to withdraw its plan of reorganization and the
Partnership's creditors are now able to submit their own plans to the Court.
Consequently, the Partnership will lose the
<PAGE>
Grove through foreclosure. The Partnership believes, however, that any plan
confirmed by the Court may not require the Partnership to disgorge all of its
cash. There can be no assurance, however, that the Partnership will be able to
retain its cash. If the Grove is foreclosed upon, the Partnership will be
dissolved and its remaining cash after establishment of sufficient reserves, if
any, will be distributed to its partners. A hearing is scheduled for April 9,
1997 to determine all remaining issues involved in the Bankruptcy.
Cash and cash equivalents at December 31, 1996 were $4,330,081 and
compared to $2,676,875 at December 31, 1995. The increase is a result of the
retention of the annual second mortgage payment which was not paid in 1996 due
to the bankruptcy filing. Cash generated from operating activities was
$1,653,154 as compared to cash used in operating activities of $435,400 in the
prior year. Increases and decreases of cash and cash equivalents from year to
year are typically due to differences in timing of the harvesting of the crop.
Accounts receivable at December 31, 1996 of $197,822 decreased compared
to the December 31, 1995 balance of $329,413. Accounts receivable consist of
amounts due for fruit harvested as of December 31st for which the cash will not
be received until after January 1st.
Inventory (fruit remaining on trees) at December 31, 1996, decreased to
$1,275,164 as compared to $1,792,035 at December 31, 1995. 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.
Results of Operations
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. Nevertheless, net loss of the Registrant
decreased from $1,780,419 for the year ended December 31, 1995 to $432,844 for
the year ended December 31, 1996. The reduction in net loss is primarily
attributable to the Registrant's reduction in expenses due to the bankruptcy
proceedings. The Registrant reduced its interest expense for the year ended
December 31, 1996 as compared to the year ended December 31, 1995 by $1,286,000.
Interest expense was reduced due to the Registrant's stopping of payments under
its existing indebtedness. The reduction in harvesting expenses was due to
timing of payments from harvesting of the 1995-1996 crop and the 1996-1997 crop.
These reductions were partially offset by a reduction of fruit sales
from $5,052,504 in 1995 to $4,737,398 in 1996 and an increase in cost of fruit
sales from $2,272,638 in 1995 to $2,329,564 in 1996. In addition, general and
administrative expenses increased by $104,980 in 1996 as compared to 1995. The
increase in general and administrative expense is due to additional costs
associated with the Registrant's bankruptcy proceeding. Cost of fruit 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 1996 costs of good sold.
<PAGE>
Item 7. Financial Statements
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP
(Debtor-in-Possession)
FINANCIAL STATEMENTS
AND
INDEPENDENT AUDITORS' REPORT
DECEMBER 31, 1996 AND 1995
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP
(Debtor-in-Possession)
FINANCIAL STATEMENTS INDEX
FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
BALANCE SHEETS AS OF DECEMBER 31, 1996 AND 1995
STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
DECEMBER 31, 1996 AND 1995
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(DEFICIENCY) FOR THE YEARS ENDED
DECEMBER 31, 1996 AND 1995
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
DECEMBER 31, 1996 AND 1995
NOTES TO FINANCIAL STATEMENTS
<PAGE>
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, 1996 and 1995, and the related statements of operations,
partners' capital (deficiency) and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express or disclaim 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 as of December 31, 1995, and
the results of its operations and its cash flows for the year then ended 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 changes 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 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.
Because of the possible material effects of the uncertainties referred to in the
two preceding paragraphs, we are unable to express and we do not express an
opinion on the financial statements for 1996.
/s/Deloitte & Touche LLP
Orlando, Florida
March 21, 1997
<PAGE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
ASSETS
<TABLE>
1996 1995
----------- --------
<S> <C> <C>
Current Assets:
Cash and cash equivalents (Note 2)................................ $ 4,330,081 $ 2,676,875
Accounts receivable (Note 3)...................................... 197,822 329,413
Inventory (Note 2)................................................ 1,275,164 1,792,035
Other assets...................................................... 27,180 64,660
-------------- --------------
Total current assets.............................................. 5,830,247 4,862,983
Property, net (Notes 2 and 4)......................................... 17,730,963 18,401,799
Deferred financing costs (Note 5).................................... - 4,692
------------------- ----------------
$23,561,210 $23,269,474
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
Liabilities Not Subject to Compromise:
Current Liabilities:
Notes payable (Note 6)............................................$ - $ 22,869,735
Accrued interest.................................................. - 767,970
Other accrued liabilities (including accrued
liabilities to related parties totaling $236,022
and $61,793 in 1996 and 1995, respectively................... 395,066 183,510
------------ ------------
Total current liabilities......................................... 395,066 23,821,215
Liabilities Subject to Compromise (Note 7)............................ 24,150,729 -
----------- --------------
Total Liabilities 24,545,795 23,821,215
----------- ----------
Partners' Capital (Deficiency): (Note 1)
Limited Partners, $1,000 stated value per
Unit; 15,500 Units authorized, issued
and outstanding in 1996 and 1995 264,478 654,038
General partner................................................... (1,249,063) (1,205,779)
------------ -----------
Total partners' deficiency........................................ (984,585) (551,741)
------------- ------------
$ 23,561,210 $23,269,474
============ ===========
</TABLE>
The accompanying notes are an integral part of these inancial statements.
<PAGE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
<TABLE>
1996 1995
---- ----
<S> <C> <C>
Fruit Sales
Fruit sales (Notes 2 and 11)........................ $ 4,737,398 $ 5,052,504
Less harvesting expenses............................. 1,151,867 1,351,243
----------- ------------
Net fruit sales...................................... 3,585,531 3,701,261
Cost of fruit sales (Note 2)................................. 2,329,564 2,272,638
------------ ------------
Operating margin.............................................. 1,255,967 1,428,623
------------ ------------
Interest income.............................................. 125,708 158,095
Expenses:
Interest expense (Note 1)............................ 920,029 2,614,444
Grove management fees (Note 10)..................... 227,589 212,905
Partnership management fees (Note 9)................. 336,000 336,140
Real estate taxes.................................... 157,336 68,129
Amortization (Notes 5)............................... 4,692 45,665
General and administrative........................... 80,381 80,381
Depreciation (Notes 2 and 4)......................... - 9,473
----------------- ---------------
Total................................................ 1,726,027 3,367,137
---------- ------------
Earnings before reorganization items......................... (344,352) (1,780,419)
------------ -----------
Reorganization items:
General and administrative........................... (104,980) -
Interest earned on accumulated cash.................. 16,488 -
-------------- -----------------
(88,492) -
-------------- -----------------
Net loss (Note 12)............................................ $ (432,844) $(1,780,419)
============ ============
Net loss allocated to General Partner......................... $ (43,284) $ (178,042)
============= =============
Net loss allocated to Limited Partners........................ $ (389,560) $(1,602,377)
============ ============
Net loss per Unit of Limited Partnership .....................
Interest (Note 8).................................... $ (25.13) $ (103.38)
============== ==============
</TABLE>
The accompanying notes are an integral part of these inancial statements.
<PAGE>
<TABLE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIENCY)
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
Units of General Total
Limited Limited Partners' Partners'
Partnership Partners' Capital Capital
Interest Capital (Deficiency) (Deficiency)
<S> <C> <C> <C> <C>
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)
Net loss (389,560) (43,284) (432,844)
------------ ----------- -------------- -----------
Balance, December 31, 1996 15,500 $ 264,478 $(1,249,063) $ (984,585)
====== =========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these inancial statements.
<PAGE>
<TABLE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
1996 1995
------------ --------
Cash flow provided by (used in) operating activities:
<S> <C> <C>
Cash received from customers $ 4,868,989 $ 4,822,193
Cash paid to suppliers (2,827,264) (3,643,410)
Interest received 125,708 166,038
Interest paid (449,555) (1,780,221)
----------- -----------
Net cash provided by (used in) operating activities
before reorganization items 1,717,878 (435,400)
------------ -------------
Operating cash flows from reorganization items:
Interest received on cash accumulated because
of the Chapter 11 proceeding 16,488 -
Cash paid to suppliers during reorganization (81,160) -
------------- ------------
Net cash provided by reorganization items (64,672) -
------------- -----------
Net cash provided by (used in)
operating activities 1,653,206 (435,400)
----------- -----------
Cash flow used in investing activities:
Capital expenditures - (12,353)
----------------- -----------
Net cash used in investing activities - (12,353)
----------------- -----------
Net increase (decrease) in cash and cash
equivalents 1,653,206 (447,753)
Cash and cash equivalents, beginning 2,676,875 3,124,628
----------- -----------
Cash and cash equivalents, ending $4,330,081 $2,676,875
========== ==========
</TABLE>
The accompanying notes are an integral part of these inancial statements.
<PAGE>
<TABLE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
(CONTINUED)
1996 1995
--------------- ---------
<S> <C> <C>
Reconciliation of net loss to net cash provided by (used in) operating
activities:
Net loss...................................................... $ (432,844) $(1,780,419)
Adjustments to reconcile net loss to net cash provided by (used in) operating
activities:
Depreciation and amortization....................... 4,692 55,138
Decrease (increase) in:
Accounts receivable.............................. 131,591 (230,311)
Inventory......................................... 516,871 (22,919)
Other assets.................................... 37,480 (15,904)
Increase (decrease) in:
Accrued interest..................................... - (418,652)
Other liabilities................................. 211,556 59,304
Postpetition payables and other liabilities................... 513,024 -
Depreciation capitalized to inventory......................... 670,836 665,488
Accrued interest on refinanced
notes payable.............................................. - 1,252,875
------------------ -------------
Net cash provided by (used in) operating activities........... $ 1,653,206 $ (435,400)
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP(DEBTOR-IN-POSSESSION)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
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 1996, 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. The Partnership submitted its plan of reorganization to the
Bankruptcy Court but was unable to obtain the necessary votes to have
its plan of reorganization approved by the Court. As a result, the
Partnership was forced to withdraw its plan of reorganization, and the
Partnership's creditors are now able to submit their own plans to the
Court. The Partnership expects to lose the Grove through foreclosure.
Upon foreclosure, the Partnership will be dissolved and its remaining
cash after establishment of sufficient reserves, if any, will be
distributed to its partners.
The Partnership received approval from the Bankruptcy Court to pay or
otherwise honor certain of its prepetition obligations, including
interest payable on the first mortgage. Interest on he second mortgage
was stayed as of the petition date and therefore, the Partnership has
discontinued accruing interest on this obligation. Unrecorded interest
for the post petition period in excess of reported interest is
approximately $1,286,000.
<PAGE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
1. ORGANIZATION AND BANKRUPTCY (continued)
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 noted
above, 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 events described above, 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
of the Partnership.
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.
Inventory - Inventory consists of fruit remaining on the trees at
December 31, 1996 and 1995. Inventory is valued at the lower of cost or
market. Inventory cost includes caretaking costs and inventoriable
depreciation at December 31, 1996 and 1995, 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 depreciation 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 $0 and $9,473 was recognized on
the building during the years ended December 31, 1996 and 1995,
respectively. 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 $670,784 and $665,488
was included in inventory for the years ended December 31, 1996 and
1995, respectively.
Maintenance, repairs and minor renewals are charged to expense as
incurred while major renewals and betterments are capitalized.
<PAGE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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,
1996 and 1995.
Financial Instruments - The estimated fair values of cash, receivables
and other accrued liabilities held by the Partnership approximate
carrying values. Due to the bankruptcy filing, it is not practical to
estimate the fair value of liabilities subject to compromise.
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.
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. On a going concern basis, no
impairment of the grove is indicated. However, the financial
statements do not include any adjustments relating to recoverability
which may be a consequence of the ongoing Chapter 11 case.
<PAGE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
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, 1996 and 1995, there was no
provision for doubtful accounts.
4. PROPERTY
<TABLE>
At December 31, property consists of the following: 1996 1995
------------ --------
<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 24,469,930
Less accumulated depreciation............................ (6,738,967) (6,068,131)
------------ ------------
Property - net........................................... $17,730,963 $18,401,799
=========== ===========
</TABLE>
<PAGE>
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. Deferred financing costs at December 31, 1996 and 1995 are
net of accumulated amortization of $119,464 and $114,772, respectively.
Amortization of deferred financing costs of $4,692 and $45,665 has been
recognized in the accompanying financial statements for the years ended
December 31, 1996 and 1995, respectively.
<PAGE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
6. NOTES PAYABLE
<TABLE>
Notes payable of the Partnership at December 31, 1996 and 1995 were as follows:
1996 1995
---- -------- ---- ----
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%). Principal and
accrued interest were due on January 31, 1996. The note is collateralized by a
first mortgage on the Grove property and $2,000,000 is guaranteed by the General
Partner. The note was purchased in December 1996 by ABU, Inc., an affiliate of
Caulkins Citrus Company (see Note 7).
<S> <C> <C>
$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 year 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 were due on or before January 31, 1996.
This note is collateralized by a second mortgage on the Grove property (see Note
7).
14,869,735 14,909,826
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)
---
Notes payable $22,869,735 $22,869,735
=========== ===========
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>
<PAGE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
7. LIABILITIES SUBJECT TO COMPROMISE
Liabilities subject to compromise at December 31, 1996 consist of the
following:
<TABLE>
<S> <C>
First mortgage on property (see Note 6) $ 8,000,000
Accrued interest on first mortgage 175,000
Second mortgage on property (see Note 6) 14,869,735
Accrued interest on second mortgage 1,038,444
Trade and other miscellaneous claims 67,550
---------------
$24,150,729
</TABLE>
8. NET LOSS PER UNIT
Net loss per unit of Limited Partnership interest in computed based on
15,500 units outstanding at December 31, 1996 and 1995.
9. 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 two years in the period ended December 31, 1996.
First Winthrop Corporation ("First Winthrop") receives fees adjusted
by the annual consumer price index, for accounting, clerical and
administrative services provided to the Partnership. During each of
the two years ended December 31, 1996 and 1995, fees of approximately
$136,000 were expensed.
10. 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.
Grove management fees of $227,590 and $212,905 were expensed for the
years ended December 31, 1996 and 1995, respectively.
<PAGE>
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
11. 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, or until it had delivered a
total of 600,000 boxes of fruit to the plant. For the years ended
December 31, 1996 and 1995, 11% and 12% 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 above 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, 1996 and 1995, 89% and 88% of the
Partnership's fruit sales were recognized under this agreement,
respectively.
12. TAXABLE LOSS
The Partnership's taxable loss from operations for the years ended
December 31, 1996 and 1995 was calculated as follows:
<TABLE>
1996 1995
<S> <C> <C>
Net loss per accompanying statements
of operations......................................... $ (432,844) $(1,780,419)
Tax depreciation less than (in excess of)
that used for financial reporting
purposes.............................................. 142,357 (69,996)
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...................................... 27,336 (444,202)
Portfolio income directly allocated to partners......... (142,196) (158,095)
Imputed interest expense not recorded for tax
purposes.............................................. 51,436 502,559
Current year costs capitalized under I.R.C. Section
263A in excess of (less than) amount capitalized
for financial reporting purposes...................... 84,288 215,894
------------- --------------
Taxable loss............................................ $ (269,623) $(1,734,259)
=========== ===========
</TABLE>
<PAGE>
Item 8. Changes In and Disagreements on Accounting and Financial
Disclosure.
None. However, the principal accountants' report on the
Partnership's financial statements for the year ending December 31, 1996 set
forth in Item 7 contains a disclaimer of opinion as a result of the substantial
uncertainty related to the bankruptcy filing.
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance With Section 16(a) of the Exchange
Act.
Registrant has no officers or directors. The General Partner manages
and controls substantially all of Registrant's affairs and has general
responsibility and ultimate authority in all matters effective its business. As
of March 1, 1997, the names of the directors and executive officers of the
General Partner and the position held by each of them, are as follows:
Has Served as
Position Held with the a Director or
Name Managing General Partner Officer Since
Michael L. Ashner Chief Executive Officer 1-96
and Director
Richard J. McCready President and
Chief Operating Officer 7-95
Jeffrey Furber Executive Vice President 7-95
and Clerk
Edward Williams Chief Financial Officer 4-96
Vice President and
Treasurer
Peter Braverman Senior Vice President 1-96
Michael L. Ashner, age 45, 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 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.
<PAGE>
Richard J. McCready, age 38, 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 37, 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.
Edward V. Williams, age 56, has been the Chief Financial Officer of WFA
since April 1996. From June 1991 through March 1996, Mr. Williams was Controller
of NPI and NPI Management. Prior to 1991, Mr. Williams held other real estate
related positions including Treasurer of Johnstown American Companies and Senior
Manager at Price Waterhouse.
Peter Braverman, age 45, 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 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; 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; Southeastern Income Properties Limited
Partnership; Southeastern Income Properties II Limited Partnership; Winthrop
Miami Associates Limited Partnership; and Winthrop Apartment Investors Limited
Partnership.
Except as indicated above, neither the Partnership nor the General
Partner has any significant employees within the meaning of Item 401(b) of
Regulation S-B. There are no family relationships among the officers and
directors of the General Partner.
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Partnership under Rule 16a-3(e) during the Partnership's most
recent fiscal year and Forms 5 and amendments thereto furnished to the
Partnership with respect to its most recent fiscal year, the Partnership is not
aware of any director, officer or beneficial owner of more than ten percent of
the units of limited partnership interest in the Partnership that failed to file
on a timely basis, as disclosed in the above Forms, reports required by section
16(a) of the Exchange Act during the most recent fiscal year or prior fiscal
years.
<PAGE>
Item 10. Executive Compensation.
The Partnership is not required to and did not pay any compensation to
the officers or directors of the General Partner. The General Partner does not
presently pay any compensation to any of its officers or directors.
Item 11. 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, 1997. 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.
<PAGE>
Under the Partnership Agreement, the right to manage the business of
the Registrant is vested in the General Partner.
(b) Security ownership of management. As of March 1, 1997, 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.
Item 12. 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. This
amount has been expensed for the years ended December 31, 1995 and 1996. In
addition, First Winthrop Corporation, an affiliate of the General Partner,
receives $100,000 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, 1996 and 1995, such fees in the amount of
approximately $136,000 were expensed.
<PAGE>
PART IV
Item 13. Exhibits and Reports on Form 8-K.
(a) 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 28, 1997
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 28, 1997
- ------------------
Michael Ashner Officer and Director
/s/ Edward Williams Chief Financial Officer March 28, 1997
Edward Williams
<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)
27 Financial Data Schedule
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.
<PAGE>
(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, 1996 and is qualified in its
entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000760612
<NAME> INDIAN RIVER CITRUS INVESTORS LTD PRT
<MULTIPLIER> 1
<CURRENCY> U. S. DOLLAR
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 4,330,081
<SECURITIES> 0
<RECEIVABLES> 197,822
<ALLOWANCES> 0
<INVENTORY> 1,275,164
<CURRENT-ASSETS> 5,830,247
<PP&E> 24,469,930
<DEPRECIATION> (6,738,967)
<TOTAL-ASSETS> 23,561,210
<CURRENT-LIABILITIES> 395,066
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (984,585)
<TOTAL-LIABILITY-AND-EQUITY> 23,561,210
<SALES> 3,585,531
<TOTAL-REVENUES> 3,711,239
<CGS> 2,329,564
<TOTAL-COSTS> 2,329,564
<OTHER-EXPENSES> 805,998
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 920,029
<INCOME-PRETAX> (432,844)
<INCOME-TAX> 0
<INCOME-CONTINUING> (432,844)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (432,844)
<EPS-PRIMARY> (27.93)
<EPS-DILUTED> (27.93)
</TABLE>
