UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934. For the quarter ended May 31, 1995.
Commission File Number 0-17594
AMCOR CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 33-0329559
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
52300 ENTERPRISE WAY, COACHELLA, CALIFORNIA 92236
(Address of principal executive offices) (Zip Code)
(619) 398-9520
(Registrants telephone number, including area code)
Check whether the registrant (1) has filed all reports required by
Section 13 or 15(d) of the Securities Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
The number of shares outstanding of issuer's only class of Common
Stock, $.002 par value, was 10,268,489 on July 14, 1995.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Introduction
The consolidated financial statements included herein have been
prepared by AMCOR Capital Corporation ("Company"), without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations. The Company believes that the disclo-
sures are adequate to make the information presented not misleading when
read in conjunction with the Company's consolidated financial statements
for the nine-months ended August 31, 1994. The financial information
presented reflects all adjustments, consisting only of normal recurring
adjustments, which are, in the opinion of management, necessary for a
fair statement of the results for the interim periods presented. Due to
the cyclical/seasonal nature of the Company's agribusiness/processing
operations, with most revenues occurring during the Company's fourth
quarter, the Company has elected to present its operating results on the
basis of a full twelve-month period.
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEET
May 31, 1995 and August 31, 1994
(Amounts in thousands)
<CAPTION>
May 31,
1995 August 31,
(Unaudited) 1994
_________ _________
<S> <C> <C>
ASSETS
Current assets:
Cash $ 178 $ 384
Accounts receivable, prepaids
and accrued interest 1,232 653
Notes receivable 3,942 2,000
Advances and accounts receivable due
from affiliated partnerships and
related parties 4,761 1,296
Inventories 4,509 289
_________ _________
Total current assets 14,622 4,622
Property and equipment, net 10,109 9,621
Notes receivable:
Affiliates and related parties 498 1,488
Other 438 3,368
Investments 2,362 2,357
_________ _________
Total assets $ 28,029 $ 21,456
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEET, CONT.
May 31, 1995 and August 31, 1994
(Amounts in thousands)
<CAPTION>
May 31,
1995 August 31,
(Unaudited) 1994
_________ _________
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS EQUITY
Current liabilities:
Accounts payable $ 3,977 $ 1,346
Advances from affiliated partnerships 1,201 597
Notes and loans payable 4,618 872
Accrued interest and other payables 595 431
_________ _________
Total current liabilities 10,391 3,246
Settlement payable 0 246
Notes and loans payable, net of
current portion:
Affiliates 4,164 3,269
Other 3,339 3,579
Subordinated debentures 10 10
Deposit liability 1,278 1,278
_________ _________
Total liabilities 19,182 11,629
Shareholders' equity:
Preferred stock (250,000 shares
authorized, no shares outstanding)
Series A Convertible Preferred
Stock ($.01 par value; 750,000
shares authorized, 579,075
and 518,994 shares issued and
outstanding) 6 5
Common stock ($.002 par value;
15,000,000 shares authorized,
10,268,489 shares and 11,784,469
shares issued and outstanding) 21 23
Paid-in capital 9,921 10,595
Accumulated (deficit) <1,101> <796>
_________ _________
Total shareholders' equity 8,847 9,827
_________ _________
Total liabilities and
shareholders' equity $ 28,029 $ 21,456
<FN>
See Accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
For the twelve-month periods ended May 31, 1995 and 1994
(Unaudited)
(Amounts in thousands, except per share data)
<CAPTION>
1995 1994
_________ _________
<S> <C> <C>
Revenues:
Crop sales and other farm income $ 5,274 $ 5,241
Management and other fees 887 877
Equity in income of investee 89 638
Other income 1,186 820
_________ _________
7,436 7,576
_________ _________
Operating costs and expenses:
Farming costs and cost of crops sold 4,310 4,277
Other operating expenses 600 888
Wages and salaries 652 664
Depreciation 568 659
_________ _________
6,130 6,488
_________ _________
Income (loss) from operations 1,306 1,088
Other income/expense:
Gain (loss) on sale of assets <190> 85
Interest expense <500> <904>
Settlement costs 0 <31>
Gain on lease conversion 0 517
_________ _________
<690> <333>
_________ _________
Profit before income taxes 616 755
Provision for income taxes 80 1
Income (loss) before extraordinary
items 536 754
Extraordinary item gain on the
settlement of debt obligations
at a discount 0 697
_________ _________
Net profit (loss) $ 536 $ 1,451
Weighted average common shares
outstanding 11,713,263 11,746,484
Profit (loss) per common share and common
equivalent share $ .05 $ .12
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
For the twelve-month periods ended May 31, 1995 and 1994
Increase (Decrease) in Cash and Cash Equivalents
(Amounts in thousands)
<CAPTION>
1995 1994
_________ _________
<S> <C> <C>
Cash flows provided (used) in operating
activities $ <841> $ <1,680>
_________ _________
Cash flows provided (used) in investing
activities:
Distribution from investee 100 50
Advances on notes receivable <750> <398>
Payments received on notes receivable 1,880 550
Purchases of property and equipment <64> <81>
Sales of property and equipment 927 389
Sale (purchases) of investment, net <7> 0
<Advances to> payments from affiliated
partnerships, net <1,985> 1,596
_________ _________
Net cash provided (used) for investing
activities 101 2,106
_________ _________
Cash flows provided (used) in financing
activities:
Proceeds from notes, loans and
advances payable 1,349 1,315
Repayments of notes and advances payable <442> <1,745>
Repurchase of stock <4> 0
_________ _________
Net cash provided (used) in financing
activities 903 <430>
_________ _________
Net increase in cash 163 <4>
Cash at beginning of period 15 19
Cash at end of period $ 178 $ 15
Supplemental Disclosure of Cash Flow Information
1995 1994
_________ _________
Cash paid during the period for:
Interest $ 160 $ 20
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS, CONT.
For the years ended May 31, 1995 and 1994
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
Supplemental Schedule of Non-Cash Investing
and Financing Activities
(Amounts in thousands)
<CAPTION>
1995 1994
_________ _________
<S> <C> <C>
Assets acquired in non-cash transactions
Assets acquired $ 6,937 3,362
Liabilities assumed <1,147> <150>
Issuance of preferred stock <5,990> <3,212>
Satisfaction of settlement by assignment
Receivable satisfied 3,046 0
Liabilities satisfied <3,046> 0
Satisfaction of debt through issuance of stock
Liabilities satisfied 740 450
Stock issued <740> <450>
Accrual of dividends on preferred stock
Liabilities incurred 313 0
Reduction in retained earnings <313> 0
Retirement of stock and stock option puts
Redeemable common stock <96> 0
Increase in Paid in Capital 96 0
Transactions as a result of asset sales to
related parties
Net book value of assets sold 0 $ 8,969
Liabilities satisfied 0 <3,673>
Notes taken back 0 <5,296>
Reversal of capitalized lease
Net book value of asset 0 2,790
Obligation satisfied 0 <2,790>
Satisfaction of debt through offset of related
receivables
Receivables satisfied 24,836 3.485
Liabilities satisfied <24,836> <3,485>
<FN>
See Acccompanying Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
For the periods ended May 31, 1995 and August 31, 1994
<CAPTION>
Common Preferred Treasury
Shares Shares Shares
_________ _________ _________
<S> <C> <C> <C>
Balance, November 30, 1993 11,337,750 0 <56,416>
Net Income (loss) 0 0 0
Purchase of treasury shares 0 0 (42,871)
Issuance of common
shares for debt 452,377 0 57,629
Issuance of preferred
shares for vineyards 0 518,994 0
Common shares retired (41,658) 0 41,658
Preferred stock dividends 0 0 0
Stock option puts retired 0 0 0
_________ _________ _________
Balance, August 31, 1994 11,748,469 518,994 0
Net Income (loss) 0 0 0
Common shares retired (692,480) 0 0
Issue preferred
stock for vineyards 0 60,081 0
Preferred stock dividends 0 0 0
Exchange stock for debt (787,500) 0 0
_________ _________ _________
Balance, May 31, 1995 10,268,489 579,075 0
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY, CONT.
For the periods ended May 31, 1995 and August 31, 1994
(Amounts in thousands)
<CAPTION>
-------------- Par Value -----------------
Common Preferred Treasury
_________ _________ _________
<S> <C> <C> <C>
Balance, November 30, 1993 $ 22 $ 0 $ (18)
Net Income (loss) 0 0 0
Purchase of treasury shares 0 0 (22)
Issuance of common
shares for debt 1 0 19
Issuance of preferred
shares for vineyards 0 5 0
Common shares retired 0 0 21
Preferred stock dividends 0 0 0
Stock option puts retired 0 0 0
_________ _________ _________
Balance, August 31, 1994 23 5 0
Net Income (loss) 0 0 0
Common shares retired (1) 0 0
Issue preferred
stock for vineyards 0 1 0
Preferred stock dividends 0 0 0
Exchange stock for debt (1) 0 0
_________ _________ _________
Balance, May 31, 1995 $ 21 $ 6 $ 0
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY, CONT.
For the periods ended May 31, 1995 and August 31, 1994
(Amounts in thousands)
<CAPTION>
Paid in Retained Total
Capital Deficit SH Equity
_________ _________ _________
<S> <C> <C> <C>
Balance, November 30, 1993 $ 4,893 $ (1,365) $ 3,532
Net Income (loss) 0 638 638
Purchase of treasury shares (4) 0 (26)
Issuance of common
shares for debt 446 0 466
Issuance of preferred
shares for vineyards 5,185 0 5,190
Common shares retired (21) 0 0
Preferred stock dividends 0 (69) (69)
Stock option puts retired 96 0 96
_________ _________ _________
Balance, August 31, 1994 10,595 (796) 9,827
Net Income (loss) 0 (62) (62)
Common shares retired (535) 0 (536)
Issue preferred
stock for vineyards 600 0 601
Preferred stock dividends 0 (243) (243)
Exchange stock for debt (739) 0 (740)
_________ _________ _________
Balance, May 31, 1995 $ 9,921 $ (1,101) $ 8,847
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 1995
1. Income (loss) Per Common Share
Primary income (loss) per common and common equivalent share, assuming
no dilution, is computed based on the weighted average number of shares
of common stock and common stock equivalents outstanding during each
period. The number of weighted average common and common equivalent
shares, as applicable, outstanding during the periods ended May 31,
1995 and 1994 was 11,713,263 and 11,746,484 respectfully. The computa-
tion at May 31, 1995 takes into effect common shares issuable under
stock option plans. Primary and fully diluted earnings per share are
the same due to minimal trading in the Company's stock. No effect has
been given to convertible preferred stock as the market price ($0.875
per share) did not exceed the liquidation value of $10 per share.
2. Change in Fiscal Year
The Company changed its fiscal year-end from November 30 to August 31,
effective August 31, 1994.
3. Advances And Accounts Receivable Due From Affiliates and
Other Related Parties
Amounts receivable from affiliated partnerships consist primarily of
farming costs incurred by the Company on behalf of various partnerships,
and advances to certain partnerships collateralized by accounts
receivable from date crop sales. These amounts are without interest or
collateral, and are due on demand.
4. Inventories May 31, August 31,
1995 1994
__________ __________
Inventories consist of the
following:
Fertilizers, supplies $ 1,224,492 $ 0
Growing crops 3,384,037 289,105
__________ __________
$ 4,508,529 $ 289,105
Growing crops represent the costs of growing farm products on the
Company's own behalf.
<PAGE>
5. Property and Equipment May 31, August 31,
1995 1994
__________ __________
Property and equipment
consists of the following:
Vineyard development costs $ 7,086,290 $ 6,662,823
Vehicles and farm equipment 1,147,530 1,128,799
Office furniture and equipment 49,071 45,066
Leasehold improvements 42,464 42,464
__________ __________
8,325,355 7,879,152
Less: Accumulated depreciation <1,471,747> <1,108,167>
__________ __________
6,853,608 6,770,985
Land 3,255,000 2,850,000
__________ __________
$10,108,608 $ 9,620,985
6. Investments May 31, August 31,
1995 1994
__________ __________
Investments consists of the
following:
Investment in Desert Valley Date
utilizing the equity method of
accounting $ 1,832,230 $ 1,826,997
Investments accounted for by the
financial instruments - fair
value method:
Atlantic Holdings 300,000 300,000
Vista Land & Farming 215,670 215,670
Other 14,329 14,329
__________ __________
$ 2,362,229 $ 2,356,996
The Company owns a fifty percent general partnership interest in Desert
Valley Date. Desert Valley Date processes and markets dates. The
Partnership sells its retail grade product to customers ranging from
individuals to food retailers. Its industrial grade product is sold
primarily to food manufacturers who use the product as a non-fat, non-
cholesterol, low sodium sweet filler in food for the health-conscious.
The Company is a general partner in a number of the affiliated partner-
ships, for which, its investment and equity in operations is not
material.
<PAGE>
7. Deferred Income Taxes
The components of the provision for income taxes are as
follows:
May 31, May 31,
1995 1994
__________ __________
Current expense:
Federal $ 20,274 $ 0
State 60,503 1,600
Deferred:
Federal 0 0
State 0 0
__________ __________
Total provision
<benefit> $ 80,777 $ 1,600
8. Commitments And Contingencies
The Company has operating leases for certain of its facilities and
office equipment. Future minimum lease payments at May 31, 1995
are as follows:
1995 $ 81,950
1996 327,636
1997 324,676
1998 323,064
1999 and thereafter 1,215,200
__________
Total future minimum
lease payments $ 2,153,526
The following is a summary of the debt service requirements for which
the Company is contingently liable relating to loans and other debts of
the affiliated partnerships guaranteed by the Company:
1996 $ 504,723
1997 73,171
1998 437,526
1999 and thereafter 502,776
__________
$ 1,518,196
The Company, in August of 1994, assigned its rights to a note receivable
the Company has from a related party in satisfaction of its obligations
under two settlement agreements. The assignment binds the related party
to make the settlement payments on behalf of the Company. The assignment
of the two settlements does not bar the plaintiffs from looking for
satisfaction from the Company if the related party fails to perform
as required under the settlements.
<PAGE>
The Company has pledged certain of its assets as security for these
assigned settlements. The following is a summary of the two settlements
payment requirements for which the Company is contingently liable.
Imputed Interest
Year Payment Due at 9% Net
1996 $ 675,000 $ 63,007 $ 611,993
1997 675,000 155,584 519,416
1998 1,596,000 237,695 1,358,305
__________ _________ __________
Total $ 2,946,000 $ 456,286 $ 2,489,714
9. Common Stock and Stock Options
In March, 1995, the Company acquired 500,000 shares of AMCOR Capital
common stock from an employee in exchange for a $450,000 promissory
note payable due in 1996. The Company retired the shares.
In May, 1995 the Company received 287,500 shares of AMCOR Capital
common stock in exchange for a reduction in notes receivable due to
the Company from an affiliate. The shares were subsequently retired.
Upon liquidation of various affiliated partnerships, the Company
received 692,480 shares of its own common stock as its prorata share of
remaining partnership assets. The shares were subsequently retired.
During 1990, the Company granted options to purchase 2,169,201 shares of
its common stock to officers and directors of the Company. Of these
options, 1,260,935 are exercisable at $.33 per share and expire on
November 30, 1995. These options were granted in connection with the
1989 partnership restructure of two of the affiliated partnerships in
which the officers of the Company were general partners.
The remaining 908,266 options are exercisable at $.80 per share and
expire in July, 2000. These options were granted in connection with the
repurchase by the Company of shares from the officers and directors.
10. Income Statement
Due to the cyclical nature of the Company's agribusiness/processing
operations with most revenues occurring during the Company's fourth
quarter, the Company has elected to present its Consolidated Statement
of Operations and Statement of Cash Flows on the basis of the prior
twelve month operating periods ending May 31, 1995 and 1994.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
OVERVIEW
As outlined below, the Company's overall financial condition as compared
to August 31, 1994, has improved moderately.
The Company's current ratio decreased to 1.41 at May 31, 1995 from
1.42 at August 31, 1994, primarily due to a significant increase in accounts
payable related to the May-June grape harvest. It is anticipated that
a large portion of the increase in current liabilities will be extinguished
from the revenues generated by the 1995 grape harvest which was completed
in early July, 1995.
RESULTS OF OPERATIONS
Revenues
The Company's revenues are derived principally from the following three
sources: (i) farming operations (including packing and cold storage
services), (ii) investment in Desert Valley Date, and (iii) management and
marketing of transitional land and other partnerships. For the twelve-month
period ended May 31, 1995, the Company's gross revenues were slightly lower
than to the comparable period ended May 31, 1994 due primarily to a lower
profit from its Desert Valley Date operation (equity in income from investee).
Crop Sales and Other Farm Income
The Company generates fees and profits from its table grape and date
operations, both from third parties and its affiliates. During a typical
season, the table grape packing facility (which is subleased to the Company
from a related party) processes approximately 1.5 million boxes of table
grapes, for which the combined gross processing and cooling fees typically
exceed $2 million. The Company expects its crop sales to continue to
increase as additional properties are acquired through further partnership
terminations and more acreage is farmed by the Company and less acreage is
leased to third parties.
Crop sales and other farm income was relatively the same for the
twelve-month period ended May 31, 1995 as compared to the comparable twelve-
month period ended May 31, 1994.
Management and Other Fees
The Company has earned in the past, and will continue to earn,
management and accounting fees from its managed affiliated partnerships,
although this source will continue to decrease as additional partnership
terminations and restructuring are completed. A substantial portion of the
management fees are earned as a share of crop profits, although this is a
contingent source and not realizable in unprofitable periods. The accounting
fees generally range from $5,000 to $10,000 per year per partnership.
<PAGE>
Management and accounting fee income remained relatively unchanged
at May 31, 1995 as compared to the comparable twelve-month period ended
ended May 31, 1994.
Other Income
Other income consists primarily of interest income and other income.
The Company generates interest income from note receivables from certain
affiliated partnerships and affiliates.
Other income increased $365,000 (44%) to $1,186,000 due primarily to
a non-recurring forgiveness of franchise taxes due on debts assumed by the
Company from terminated affiliated partnerships and receipt of stock upon
termination of certain affiliated limited partnerships.
Desert Valley Date
The Company owns a 50% general partnership interest in Desert
Valley Date. Equity in income of Desert Valley Date decreased to $ 89,000
for the twelve-months May 31, 1995 from $663,000 for the comparable
twelve-month period ended May 31, 1994 due to an above normal profit
in 1994 caused by a one-time purchase of dates at a price significant-
ly below market. The Coachella Valley date industry ships about 40 million
pounds annually, which represents over 90% of the total U.S. crop.
During calendar year 1994, DVD purchased an additional 2 million pounds
of date inventory over that which it purchased during calendar 1993. The
cost of the dates acquired was at lower prices than in prior years. Due to
DVD's strong financial and cash position, DVD is currently entering into
contracts to purchase dates from a higher percentage of date growers than in
the past, thereby capturing additional market share. Based on existing
marketing commitments, DVD's volume is anticipated to increase by 25% for
fiscal 1995 as new markets have been developed and due to the fact that the
parent of the industry's largest date processor is in bankruptcy.
Real Estate Fees and Profit Participation
The Company earns fees in connection with the management of its
transitional land partnerships. Upon termination of these partnerships, the
Company can earn substantial incentive fees based on land sale profits.
However, due to the depressed real estate market and generally falling
prices, this income source has been virtually non-existent until November,
1994 where fees of $77,000 were earned.
In an effort to stimulate its transitional land activity, the Company
has been exploring opportunities to provide financing for affordable housing
in cooperation with various community redevelopment authorities. In
addition, a Company-managed partnership recently sold a $1.6 million
commercial site located in La Quinta while another partnership has entered
into an agreement to develop and operate an 18-hole golf course on a 1,354
acre subdivision outside San Antonio, Texas.
<PAGE>
Operating Costs and Expenses
The Company's total operating costs and expenses were $6,130,000 and
$6,488,000 for the twelve-month periods ended May 31, 1995 and 1994,
respectively. These costs and expenses include, among others, corporate
overhead expenses, farming costs and cost of crops sold and depreciation
expenses.
Farming Costs and Cost of Crops Sold
Farming costs and costs of crops sold were relatively the same
as the prior twelve-month period end May 31, 1994.
Other Operating Expenses
Other operating expenses decreased $288,000 (48%) to $600,000
as a result of a decrease in legal and accounting fees resulting from the
completion of the Company's restructuring plan and an overall cost
reduction program instituted by the Company.
Depreciation Expense
Depreciation expense decreased $91,000 (16%) to $568,000 due primarily
to the sale during 1994 of the Company's Oregon farming operations.
Income from Operations
The Company posted operating income of $1,306,000 for the twelve-month
period ended May 31, 1995 as compared to an operating income of $1,088,000
for the comparable period ended May 31, 1994 despite a decrease in the income
from equity in investees described previously.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity, including its ability to access conventional
credit sources, while still limited, has significantly improved over the last
two years primarily due to the following (i) consistent management of cash
flow, (ii) implementation of effective cost cutting measures, (iii)
successful crop harvests, and (iv) disposal of marginal or non-producing
assets. These changes, coupled with the resolution of all litigation, has
positioned the Company to obtain credit from more conventional, and less
costly, sources.
In August 1994, the Company entered into an agreement with Enterprise
Packing Company, a California general partnership controlled by the Company's
Chairman and President ("EPC"), whereby EPC agreed to assume the Company's
payment obligations under two settlement agreements relating to civil
lawsuits involving securities law claims in consideration for a corresponding
reduction in a note payable to the Company. The Company remains contingently
liable for the payment obligations under the settlement agreements as the
other parties to the settlement agreements have not released the Company from
its primary obligations.
<PAGE>
In addition to current liabilities of $10,391,000 at May 31, 1995,
the Company has $8,790,000 of long-term debt. However, long and short term
liquidity are expected to continue to improve due to: (i) the successful
completion of the 1995 table grape harvest which should provide up to $12
million of revenues, (ii) the completion of a $4 million term loan coupled
with a 1995-96 working capital line with a major international bank and (iii)
the payment to the Company of a $3 million note receivable from that party
in December, 1995. The terms of the current harvest financing arrangements
include interest at prevailing rates at the time of borrowing, interest
accruing until maturity, with principal and interest due and payable
in full at the time the harvest proceeds are realized. These financing
arrangements have been collateralized by the 1995 harvest.
Additionally, the Company sold its remaining 212-acre table grape
vineyard in the San Joaquin Valley of California in October, 1994, realizing
$300,000 in cash and in January, 1995, sold 65 acres of table grape vineyards
in the Coachella Valley of California for $500,000, which realized approxi-
mately $400,000 of cash.
The Company acquired 80 acres of vineyard properties in February, 1995
from an affiliated partnership for 60,081 shares of Series A Preferred Stock
at a price of $10 per share. In May, 1995 the Company purchased 140 acres
of vineyard properties owned by an affiliated partnership by assumption of
debt and reduction of receivables due from the affiliate. The Company
may acquire additional acres from affiliates in the Coachella Valley
of California by financing and/or issuance of Company purchase money notes.
The Company also believes that it may realize future earnings as a
result of development fees related to the sale of transitional land located
in Texas and California and owned by the Company's affiliated partnerships.
The anticipated general improvement of the real estate market will be a key
factor in the future success, if any, of the Company's transitional land
projects.
In December, 1995, the Company and an affiliate intends to exercise its
repurchase option on 667 acres of San Luis Obispo County, California wine
grape vineyards. It will be the objective to fund the $3.5 million
reacquisition with a combination of cash and/or new financing.
The terms of the option provide that the 1995 crop will belong to the
current operator. Management believes that the existing mix of varietal wine
grapes have the potential to generate up to $2,000,000 of additional revenue,
and generate up to $800,000 of profit for fiscal, 1996.
The reputation of the California Central Coast (which includes San Luis
Obispo County) is growing in stature as a producer of premium varietal wines.
Management believes that this region is poised to become one of the next
internationally recognized wine regions of California.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
AMCOR Capital Corporation, et al v. Goolkasian, et al, -
United States District Court for the Central District of California
(Civil Action No. 94-6814).
Originally instituted on October 11, 1994, and later amended
on January 3, 1995, this action has been filed by the Company, two
of the Company's principals and certain of the Company's affiliated
limited Partnerships ("AMCOR Plaintiffs") against 21 current and
former agents of the Internal Revenue Service ("IRS") and other
governmental agencies and the United States of America and seeks
damages to the AMCOR Plaintiffs under the First, Fourth, Fifth,
Sixth and Fourteenth Amendments to the United States Constitution.
On June 12, 1995, a U.S. District Court judge ruled that the one-
year statute of limitations precluded the filing of the lawsuit
and dismissed the complaint. Amcor believes the decision was
wrong and has filed an appeal with the Ninth Circuit.
Although the Company believes that it will ultimately prevail in
this litigation, as with any, there can be no certainties of the
outcome; therefore, it is premature to predict what, if any,
monetary damages will be awarded the Company.
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K:
None filed during the quarter ended May 31, 1995.
<PAGE>
Pursuant to the requirement of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Date: July 14, 1995 AMCOR CAPITAL CORPORATION
/S/FRED H. BEHRENS
Fred H. Behrens, Chairman and
Principal Executive and
Financial Officer
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM THE FORM
10-QSB FOR THE QUARTER ENDED MAY 31, 1995 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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