U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the fiscal year ended August 31, 1995.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the transition period from _____________to____________.
Commission File No. 0-17594
AMCOR CAPITAL CORPORATION
(Name of small business issuer in its charter)
Delaware 33-0329559
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
52300 Enterprise Way Coachella, California 92236
(Address of principal executive offices) (Zip Code)
(619) 398-9520
(Issuer's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
[None]
Securities register under Section 12(g) of the Exchange Act:
Common Stock, $.002 par value
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will 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. YES [X] NO [ ]
The issuer's revenues for its most recent fiscal year were $11,585,890 .
Based on the average bid and asked prices, the aggregate market value of
the voting stock held by non-affiliates of the registrant on December 14, 1995
was $5,378,990.
The number of shares outstanding of the registrant's only class of Common
Stock, $.002 par value, was 10,335,631 on December 14, 1995.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held on February 16, 1996 are incorporated herein by
reference into Part III.
<PAGE>
PART I
Item 1. DESCRIPTION OF BUSINESS
Historical Summary
AMCOR Capital Corporation ("Company") was incorporated in Delaware on
March 10, 1988. On December 20, 1988, pursuant to a plan of reorganization, the
Company acquired 100% of the common stock of AMCOR Capital, Inc., a California
corporation, in exchange for 6,591,271 shares of the Company's common stock.
AMCOR Capital, Inc., was formed in 1986 as a holding company to consolidate the
business of several entities that have engaged in agribusiness and venture capi-
tal activities since 1981. AMCOR Capital, Inc. was dissolved on July 13, 1994.
The Company's consolidated operations as of August 31, 1995 include its
wholly-owned subsidiary, ACI Farms, Inc., a California corporation ("ACI").
Prior to July 1, 1993, its consolidated operations included those of a venture
capital affiliate which was principally organized to syndicate limited
partnerships to engage in various agribusiness activities including the
purchase and development of agricultural land. Since 1981, the Company, either
directly or through subsidiaries and affiliates, generally acted as a general
partner and/or managing agent of the limited partnerships.
During 1995 the Company sold its wholly-owned subsidiary, AMCOR Properties,
Inc. ("API"), to an affiliate for a nominal amount, which reflected its book
value. API previously functioned as a real estate syndicator and this business
was discontinued in 1989.
Description of Business
The Company is engaged principally in agribusiness and the management of
certain farm and real estate properties--both for its own account and for other
entities. It functions largely as a vertically integrated developer/producer
of "early" table grapes in Southern California's Coachella Valley, operating one
of the largest processing/cold storage facilities in that region. It also
manages date acreage in the Coachella Valley for sale to date processors.
The Company presently has 5,162 total acres under management. See
"Management's Discussion and Analysis or Plan of Operation-- Liquidity
and Capital Resources."
The business of the Company consists of two operating divisions (i) the
agribusiness division and (ii) the land planning/development division. The
Company's principal agribusiness operations involve the production and
processing of table grapes and dates, all of which are located in the
Coachella Valley of Southern California, where the Company, along with
its affiliated partnerships, has a dominant market share. Land planning/
development activities are located in Southern California and Texas
(Houston and San Antonio). Most of the non agricultural properties are owned
by partnerships for which the Company or affiliates of the Company are the
managing agent. The Company's revenues are currently derived principally from
the following two sources: (i) farming operations (including packing/cold
storage services) and (ii) management of transitional land partnerships.
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<PAGE>
The following table sets forth approximate acreage under Company management as
of December 14, 1995.
<TABLE>
<CAPTION>
____________________________________________________________________________
Geographic Location ____________ Acres ____________
_____________________________________________________________________________
Owned by Owned by Leased/ Total
Partnerships Company Other Acres
___________________________________________________
<S> <C> <C> <C> <C>
California:
Coachella Valley:
Table grapes 294 871 890(1) 2,055
Dates 140 - 65(2) 205
Raw agricultural land 696 - - 696
Rancho California (Pre-
development land) 600 - - 600
Vista (Industrial lots) 30 - - 30
Other (Pre-development) 48 - - 48
______ ______ ______ ______
Subtotal California 1,808 871 955 3,634
Texas (Pre-development):
Houston 174 - - 174
San Antonio 1,354 - - 1,354
______ ______ ______ ______
Total 3,336 871 955 5,162
______ ______ ______ ______
<FN>
(1) Represents 890 acres owned by third parties and managed by the Company.
(2) Represents acreage owned by third parties and managed by the the Company.
</TABLE>
FARMING OPERATIONS
The Company manages the agribusiness land (table grapes and dates)
owned by the Company and its affiliated partnerships for which, depending
on the profitability of each partnership, it may receive management fees. The
Company also receives income for the packing and cold storage services the
Company provides for some of the partnerships and third parties. The
agribusiness land managed by the Company totals approximately 3,000 acres in
California (this excludes approximately 700 acres of transitional land).
A large portion of the agricultural acreage is vineyard property producing
table grapes.
TABLE GRAPES
The Company manages approximately 2,055 acres of table grapes in the
Coachella Valley of Southern California, annually producing in excess of one
million boxes (22 pounds per box) with an aggregate market value in excess of
$10 million (although this amount can vary considerably depending on market
prices). As such, the Company is one of the largest producer/shippers in the
"early market," which harvests the season's first table grapes from early May
through June. Cultural, harvesting and marketing expenses average 60 to 65% of
market value.
3
<PAGE>
The Company's table grape operations are vertically integrated from
production through packing, cold storage and shipping. The Company subleases
an 80,000 square foot packing and cold storage plant from a related party which
it uses as its headquarters in Coachella, processing approximately 1.5 million
boxes annually of both proprietary and non-proprietary table grape production,
which represents about 15% of the 10 million-box Coachella Valley table grape
market.
The table grapes are marketed under the Company's proprietary "Sun Goddess"
label through an exclusive arrangement with C.H. Sales, a major Coachella Valley
based produce marketer. The grapes are sold both to national and international
markets. Principal customers include Vons, Safeway, Lucky, Kroger and Super
Markets General, Winn-Dixie and dozens of other super market chains and indep-
endent buyers. The Company is one of the largest Flame Seedless producers in
the country and also grows and ships Perlettes and Thompson Seedless table
grapes.
DESERT VALLEY DATE
Effective May 31, 1995, the Company sold its 50% partnership interest in
Desert Valley Date ("DVD") to the other 50% partner. The sales consideration
was $2,192,605, which resulted in a gain to the Company of $199,400. The
Company's principal reason for the sale was to concentrate its resources in the
grape industry. The Company, through its managed affiliates, will continue to
manage and produce dates, which will be sold and processed through DVD,
although these activities will be scaled down as the Company focuses expansion
efforts on vineyard production.
For the 1994 calendar year, the Company managed 479 acres of dates
with approximately 4 million pounds of production. For calendar year 1995, the
Company managed 205 acres (150 producing), with production estimated to be 1.3
million pounds. For 1996, this is expected to decrease to 140 acres(85 produc-
ing), all being proprietary properties owned by affiliates, with annual prod-
uction approximating 600,000 pounds. There are approximately 5,000 acres of
dates in the Coachella Valley, which represents well over 90% of the total U.S.
date industry.
The major portion of the date harvest occurs during the months of
September through December, which also coincides with the principal
sales/shipping months. Prior to fiscal 1994, DVD's fiscal accounting year ended
December 31. Effective in 1994, DVD adopted the Company's new fiscal year-end
of August 31. The Company reported income from DVD for the period September 1,
1994 to May 31, 1995 (date of sale) of $216,208.
MANAGEMENT OF TRANSITIONAL LAND PARTNERSHIPS
At present, the Company manages eight transitional land partnerships
holding 2,206 acres of land in California and Texas with a total initial land
cost of approximately $20 million. The Company's ability to derive revenues
from these partnerships is contingent on the Company's ability to sell the
partnerships' land at a profit. Certain partnership agreements provide that,
upon the sale of land, the limited partners will receive a specified return on
their investment prior to any profit participation by the Company.
4
<PAGE>
Due to the generally depressed real estate market since 1990, particularly
in California, the Company has generated only nominal revenues from its
transitional land planning operations. As the real estate recovery continues
(which it appears to be doing now in Texas and, to a lesser extent, in
California), transitional land sales are expected to be a source of future
income to the Company.
OTHER OPERATIONS
In June 1993, the Company entered into a financing transaction with the
lessee of 667 acres of wine grape vineyards located in California and owned by
the Company and an affiliated partnership. The transaction provided for the
payment by the lessee of an aggregate of $3.5 million to the Company and the
affiliated partnership, of which the Company's share approximated $1.5 million.
Pursuant to the terms of an option agreement, the Company and an affiliated
partnership could have regained title to this land if by December 1, 1995 the
$3.5 million purchase price is repaid plus the cost of any capital improvements
made to the property by the lessee. On November 30, 1995 the Company sold, in a
non-monetary transaction, its San Luis Obispo vineyards and the related repurch-
ase option to an affiliated partnership for the entity's 50% interest in a farm-
ing operation in Oregon.
Competition
The Company's Coachella Valley table grape and date agribusiness
activities are supported by a 2,260-acre production base which results in the
Company, through its affiliated partnerships, being a dominant supplier for
these products in the "early market," which harvests the season's first table
grapes from early May through June. The Company competes directly with other
Coachella-based "early market" table grape producers as well as other producers
located in Mexico. During the past six years, the total Coachella Valley table
grape industry's producing acreage has decreased by almost 25% from an estimated
20,000 acres in 1989 to an estimated 15,000 acres at the end of fiscal 1995 due
primarily to the removal of marginal acreage and decreased prices resulting from
competition. It appears now that this acreage base has more or less stabilized.
The Company's date operations for calendar year 1995 will now approximate
140 acres located in the Coachella Valley, which in turn, represents well over
90% of the total U.S. date industry. The Company competes directly with several
other local date producers/processors. Because the time required to develop a
commercially productive date garden can take up to 10 years and costs $15,000
to $20,000 per acre, coupled with the fact that virtually all new date seedlings
("offshoots") are controlled by a few existing producers, the date industry
remains a difficult and capital intensive industry to enter which has served to
lessen overall competition.
5
<PAGE>
Employees
The Company has 50 full-time employees, of whom seven were employed in
administration and 43 in agribusiness. During the seasonal peak periods,
employment can exceed 3,000. None of the Company's employees are represented
by a labor union and the Company has experienced no work stoppages. The Company
believes that there is an ample supply of labor to met the Company's peak
seasonal requirements.
Item 2. DESCRIPTION OF PROPERTY
The Company's executive offices and main table grape processing cold
storage facility occupy approximately 80,000 square feet of subleased space at
52-300 Enterprise Way, Coachella, California, 92236. The facility is subleased
from Enterprise Packing Company, a California general partnership controlled by
two officers of the Company. The sublease expires on October 31, 2002, with
annual rental of $300,000 per year.
The Company's headquarters facility is located within the Coachella Valley
Enterprise Zone. Under California Revenue Tax Code, the Company is offered
a number of California tax benefits.
Item 3. LEGAL PROCEEDINGS
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the last
quarter of the fiscal year ended August 31, 1995.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's Common Stock has traded in the over-the-counter market since
1989, trading on the OTC Bulletin Board . Set forth below are the high and low
bid prices of the Common Stock between September 1, 1994 and August 31, 1995,
as reported by a member firm of the National Association of Securities Dealers,
Inc. that effects transactions in OTC Bulletin Board stocks and which acts as
one of the market makers for the Company's Common Stock. The quotations listed
below reflect inter-dealer prices, without retail mark-up, mark-down or
commission, and may not represent actual transactions.
<TABLE>
<CAPTION>
Period Fiscal Quarter High Low
__________ _______________ ______ ______
<S> <C> <C> <C> <C>
Fiscal 1995 1st Quarter $0.87 $0.50
2nd Quarter 0.87 0.50
3rd Quarter 0.87 0.40
4th Quarter 1.37 0.43
<FN>
At August 31, 1995, there were 1,211 shareholders of record of the
Company's Common Stock.
6
<PAGE>
The Company has paid no dividends on its Common Stock and does not expect
to pay dividends in the foreseeable future.
</TABLE>
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
For the fiscal year ended August 31, 1995, as compared to the nine Months
ended August 31, 1994.
Overview
The Company, together with its affiliated partnerships, has its primary
operations in the Coachella Valley of California, where it is a major table
grape and date producer and processor. The Company also manages pre-development
("transitional") land located in Southern California and Texas.
When the Company was incorporated, it established its fiscal accounting
year ending on November 30. For fiscal 1994, the Company elected to change its
year end to August 31. Accordingly, the financial data for fiscal 1994 contains
nine months (December 1, 1993 through August 31, 1994) while the financial data
for fiscal 1995 contains twelve months (September 1, 1994 through August 31,
1995).
Results of Operations
REVENUES
During fiscal 1995, the Company's revenues were derived principally from
the following three sources: (i) farming operations (including packing and cold
storage services), (ii) investment in DVD, and (iii) management of transitional
land partnerships. For the twelve months ended August 31, 1995, the Company's
gross revenues increased by $3,592,000 (45%) to $11,586,000 as compared to the
nine months ended August 31, 1994 primarily due to the increased acreage owned
by the Company and a profit from DVD (which reflected a loss in 1994 due to 1994
being a short year which excluded the majority of the annual revenue realized
by DVD).
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 revenues from this source to continue to
increase as additional properties are acquired and more acreage is farmed by the
Company and less acreage is leased to third parties.
Crops sales and other farm income increased by $2,792,000 (42%) to
$9,477,000 in fiscal 1995 as compared to fiscal 1994 primarily due to (i) the
Company farming an additional 155 acres (owned by the Company) as compared to
fiscal 1994, and (ii) increased overall yields on the grape acreage.
7
<PAGE>
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 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.
Management and accounting fee income increased by $129,000 (16%) to
$923,000 primarily due to there being only nine months of accounting fees in the
1994 period as compared to twelve months in the 1995 period.
DESERT VALLEY DATE
The Company's equity in income from Desert Valley Date increased by
by $331,000 to a profit of $216,000 compared to a loss of $116,000 for the
prior year. The loss in the prior year was almost exclusively due to the
change in DVD's fiscal year-end from December 31 to August 31 resulting in
the final four months of calendar 1994 not being reported in DVD's fiscal 1994
(this four-month period includes a substantial portion of DVD's annual revenue).
OTHER INCOME
Other income consists primarily of interest income and miscellaneous
income. The Company generates interest income from receivables from certain
of its related partnerships, affiliates and third party notes.
Other income increased by $339,000 (54%) to $969,000 primarily due to a
$70,000 (16%) increase in interest income caused by more debt being owed to the
Company and a $269,000 (131%) increase in miscellaneous income.
REAL ESTATE FEES AND PROFIT PARTICIPATION
The Company earns fees in connection with its management of 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 the past few years, this income source has been
minimal, and future income will depend upon a real estate market recovery and
resulting land sales.
OPERATING COSTS AND EXPENSES
The Company's total operating costs and expenses were $9,825,000 and
$6,942,000 for the fiscal years 1995 and 1994, respectively. These costs and
expenses include, among others, farming costs and cost of crops sold, wages and
salaries and depreciation.
8
<PAGE>
FARMING COSTS AND COST OF CROPS SOLD
Farming costs and costs of crops sold increased $2,433,000 (43%) to
$8,072,000 primarily as a result of additional acres being farmed. Farming
costs as a percentage of crop revenues were 85% for fiscal 1995 and 84% for
fiscal 1994.
OTHER OPERATING EXPENSES
Other operating expenses increased $240,000 (51%) to $710,000 primarily
as a result of there being twelve months in fiscal 1995 and only nine months in
fiscal 1994.
WAGES AND SALARIES
Wages and salaries increased $135,000 (26%) to $664,000 primarily due to
being twelve months in fiscal 1995 as compared to only nine months in fiscal
1994.
INCOME FROM OPERATIONS
The Company posted operating income of $1,761,000 in fiscal 1995 as
compared to operating income of $1,052,000 in fiscal 1994, primarily due to an
increase in farming profits from $1,047,000 in fiscal 1994 to $1,405,000 in
fiscal 1995 and a profit from DVD in 1995.
OTHER INCOME (EXPENSE)
Total other expense increased $244,000 (73%) from $332,000 to $576,000.
This increase in other expense was due principally to an increase in interest
expense by $379,000 (114%) from $332,000 to $711,000 primarily due to (i) there
being twelve months in fiscal 1995 as compared to nine months in fiscal 1994 and
increased farm borrowings due to the larger acreage base.
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 nonproducing assets. These
changes have positioned the Company to obtain credit from more conventional, and
less costly, sources.
In 1992 the Company entered into two settlement agreements related to
civil lawsuits brought by investors in certain affiliated partnerships. The
settlements required the Company to make payments over a six year period.
These settlements are secured by certain of the Company's assets. In August,
9
<PAGE>
1994, a related party, Enterprise Packing Company, assumed from the Company the
two investor settlements in return for a corresponding reduction in a note it
owes to the Company. The Company remains contingently liable for payments on
these settlements as the other parties to the settlement agreements have not
released the Company from the liability.
In 1993 and 1994 the Company entered into settlement agreements related to
two civil lawsuits with third parties. The settlements required the Company to
make payments through 1998. One of the settlements was paid in 1995 and in
August, 1995, a related party, Enterprise Packing Company, assumed from the
Company the remaining third party settlement in return for a corresponding
reduction in a note it owes to the Company. The Company remains contingently
liable for payments on this settlement as the other party to the settlement
has not released the Company from the settlement liablility.
In addition to current liabilities of $5,455,000 at August 31, 1995, the
Company has $5,554,000 of long-term debt. However, long and short term
liquidity are expected to continue to improve due to: (i) the Company obtaining
anticipated harvest and working capital financing from conventional credit
sources, and (ii) the Company having entered into financing arrangements which
will provide for substantially all agricultural and farming costs related to the
1996 harvest, and (iii) the payment of a $2,930,000 note receivable that matures
in December, 1995. The terms of the current harvest financing arrangements are
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 will be
collateralized by the 1996 harvest.
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.
During fiscal 1996, the Company intends to continue its long term plan to
acquire and/or develop additional table grape vineyards which are located in
the Coachella Valley. It is intended that these acquisitions be financed through
term loans and/or the issuance by the Company of purchase money notes. Manage-
ment believes that the acquisition of these properties will enhance profit-
ability through increased operating income. The continued acquisition of
additional vineyards is in keeping with the Company's fully-integrated agri-
business operations.
Item 7. FINANCIAL STATEMENTS
The consolidated financial statements of the Company and its subsidiaries
are submitted as a separate section of this Annual Report on Form 10-KSB on
pages F-1 through F-37.
10
<PAGE>
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS
The information appearing under the caption "Election of Directors"
contained in the Company's proxy statement for its Annual Meeting of
Stockholders to be held on February 15, 1996 (the "Proxy Statement"), is
incorporated herein by reference.
Item 10. EXECUTIVE COMPENSATION
The information appearing under the caption "executive Compensation"
contained in the Proxy Statement is incorporated herein by reference.
Items 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information appearing under the captions "Election of Directors" and
"Principal Stockholders" contained in the Proxy Statement is incorporated herein
by reference.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information appearing under the caption "Certain Relationships and
Related Transactions" continued in the Proxy Statement is incorporated herein
by reference.
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS:
3.1 Certificate of Incorporation of the Company.*
3.2 Amendments of Certificate of Incorporation.*
3.3. Bylaws of the Company.*
4.1 Trust Indenture between the Company and First City Bank of Dallas.*
10.1 Coachella Packing Shed Lease.*
10.5 Desert Valley Date Joint Venture Agreement dated April 1, 1985
between the Company and George Kirkjan, as amended March 26, 1991.**
10.6 Stock Option Agreement dated July 2, 1990 between the Company and
Fred H. Behrens.**
10.7 Stock Option Agreement dated July 2, 1990 between the Company and
Robert A. Wright.**
10.8 Stock Option Agreement dated July 2, 1990 between the Company and
Marlene A. Tapie.**
11
<PAGE>
10.11 Agreement and Plan of Reorganization dated as of December 16,
1988 between the Company and the shareholders of AMCOR Capital,
Inc. a California corporation and wholly-owned subsidiary of the
Company.**
10.12 Lease Agreement dated April 1, 1991 between the Company and
Enterprise Packing Company.**
10.25 Sublease Agreement dated as of November 24, 1993 between the
Company and Enterprise Packing Company.***
10.26 Option to Repurchase Agreement dated as of May 31, 1993 between
Shandon Hills Vineyards and AMAGCO.***
10.27 Assignment Agreement dated as of May 31, 1993 among the Company,
Shandon Hills Vineyard and AMAGCO.***
10.28 Assignment and Assumption Agreement dated as of August 31, 1994
among the Company, Enterprise Packing Company, AMCOR Capital,
Inc., AMAGCO, Fred Behrens and Robert Wright.***
22.1 Subsidiaries of the Company.*
* Filed as an exhibit to the Company's Form 10-K for the fiscal years ended
November 30, 1988 and incorporated herein by reference.
** Filed as an exhibit to the Company's Form 10-K for the fiscal years ended
November 30, 1992, 1991 and 1990 as filed with the Commission on March
15, 1991 and incorporated herein by reference.
*** Filed as an exhibit to the Company's Form 10-KSB for the fiscal year
ended November 30, 1993 as filed with the Commission on March 15, 1994
and incorporated herein by reference.
(b) REPORTS ON FORM 8-K
None
12
<PAGE>
AMCOR CAPITAL CORPORATION
And Subsidiaries
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND SCHEDULES
_____________
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . F - 2
Financial Statements of AMCOR Capital Corporation:
Consolidated Balance Sheets, August 31, 1995 and 1994 . . . . . F - 3
Consolidated Statement of Operations for the year ended
August 31, 1995 and the nine months ended August 31, 1994 . . F - 5
Consolidated Statement of Shareholders' Equity for the year
ended August 31, 1995 and the nine months ended
August 31, 1994 . . . . . . . . . . . . . . . . . . . . F - 6
Consolidated Statements of Cash Flows for the year ended
August 31, 1995 and the nine months ended August 31,
1994 . . . . . . . . . . . . . . . . . . . . F - 9
Notes to Consolidated Financial Statements . . . . . . . . . . . . . F - 12
Financial Statement Schedules:
Schedule II - Accounts Receivable From Related Parties and
Underwriters, Promoters and Employees other than Related
Parties . . . . . . . . . . . . . F - 32
Schedule IV - Indebtedness of and to Related Parties . . . . . F - 33
Schedule V - Property, Plant and Equipment . . . . . . . . . . F - 35
Schedule VI - Accumulated Depreciation, Depletion and
amortization of Property, Plant and Equipment. . . . . . . . . F - 36
Schedule XII - Investments other than Securities. . . . . . . . F - 37
All other schedules, except those set forth above, have been omitted since the
information required to be submitted has been included in the consolidated
financial statements or notes.
F-1
<PAGE>
REPORT OF INDEPENDENT AUDITORS
___________
To the Board of Directors
AMCOR Capital Corporation
We have audited the accompanying consolidated balance sheets of AMCOR Capital
Corporation and subsidiaries as of August 31, 1995 and 1994, and the related
consolidated statements of operations, shareholders' equity and cash flows for
the year and nine month periods ended August 31, 1995 and 1994, respectively.
These financial statements and schedules referred to below are the responsibili-
ty of the Company's management. Our responsibility is to express an opinion on
these financial statements and schedules 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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of AMCOR
Capital Corporation and subsidiaries as of August 31, 1995 and 1994, and the
consoidated results of their operations and their cash flows for the year
and nine month periods ended August 31, 1995 and 1994, respectively, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The Schedules listed in
the index are presented for purposes of complying with the Securities and Exch-
ange Commission's rules and are not part of the basic consolidated financial
statements. These schedules have been subjected to the auditing procedures
applied in our audit of the basic consolidated financial statements and, in our
opinion fairly state in all material respects the financial data required to be
set forth therein in relation to the basic consolidated financial statements
taken as a whole.
KELLY & COMPANY
Newport Beach, California
December 4, 1995
F-2
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
August 31, 1995 and 1994
(Amounts in thousands)
<CAPTION>
1995 1994
________ ________
<S> <C> <C>
ASSETS
Current Assets:
Cash and equivalents $ 1,809 $ 384
Accounts Receivable 160 342
Advances and accounts receivable
due from affiliated partnerships 3,249 1,297
Notes receivables from affiliated
partnerships and related parties - 2,000
Notes receivable, other 3,700 -
Inventories 425 289
Prepaids and deposits 24 169
Accrued interest 144 142
________ ________
Total current assets 9,511 4,623
Property and Equipment, net 10,475 9,621
Notes receivable:
Affiliated partnerships and related parties 262 1,488
Other 1,145 3,367
Investments 314 2,357
________ ________
Total Assets $ 21,707 $ 21,456
________ ________
<FN>
The accompanying notes are an integral part of the consolidated financial
statements
F-3
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
August 31, 1995 and 1994
(Amounts in thousands)
<CAPTION>
1995 1994
________ ________
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,684 $ 1,356
Advances from and accounts payable
due from affiliated partnerships 957 598
Notes payable, other 345 872
Settlement payable - 94
Income taxes payable 12 82
Accrued interest 179 255
Deposit on financing transaction 1,278 -
________ ________
Total current liabilities 5,455 3,257
Settlement payable - 246
Notes payable, net of current portion:
Affiliated Partnerships 2,218 3,269
Other 3,326 3,579
Deposit on financing transaction - 1,278
________ ________
Total liabilities 10,999 11,629
Commitments and contingencies
Shareholders' equity:
Preferred stock (250,000 shares
authorized, no shares outstanding)
Series A Convertible Preferred Stock
($0.01 par value; 750,000 shares auth-
orized, 618,792 and 518,994 shares
issued and outstanding at August 31,
1995 and 1994, respectively) 6 5
Common stock ($0.002 par value; 15,000,000
shares authorized, 10,331,288 and
11,748,469 shares issued and outstanding
at August 31, 1995 and 1994, respectively) 21 23
Paid-in capital 10,633 10,594
Accumulated earnings (deficit) 48 (796)
________ ________
Total shareholders' equity 10,708 9,827
________ ________
Total liabilities and
shareholders' equity $ 21,707 $ 21,456
________ ________
<FN>
The accompanying notes are an integral part of the consolidated financial
statements
F-4
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended August 31, 1995
and the Nine Months Ended August 31, 1994
(Amounts in thousands)
<CAPTION>
1995 1994
________ ________
<S> <C> <C>
Revenues:
Crop sales and other farm income $ 9,477 $ 6,685
Management and other fees 923 794
Equity in income (loss) of investee 216 (116)
Other income 970 631
________ ________
11,586 7,994
________ ________
Operating costs and expenses:
Farming costs and cost of crops sold 8,072 5,639
Other operating expenses 710 471
Wages and salaries 664 529
Depreciation expense 379 303
________ ________
9,825 6,942
________ ________
Income from operations 1,761 1,052
________ ________
Other income(expense):
Gain on sale of assets 135 -
Interest expense (711) (332)
________ ________
(576) (332)
Income before income taxes 1,185 720
Provision for income taxes 12 82
________ ________
Net income $ 1,173 $ 638
________ ________
Net income per common share, share
equivalent primary $ 0.10 $ 0.05
Net income per common share,
share equivalent fully diluted $ 0.10 $ 0.05
<FN>
The accompanying notes are an integral part of the consolidated financial
statements
F-5
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Year Ended August 31, 1995 and the Nine Months Ended August 31, 1994
<CAPTION>
Treasury
Common Preferred Common
Shares Shares Shares
________ ________ ________
<S> <C> <C> <C>
Balance, November 30, 1993 11,337,750 - (56,416)
Net income - - -
Purchase of treasury shares - - (42,871)
Shares issued in payment
of debt 452,377 - 57,629
Shares issued in acquisition
of vineyards - 518,994 -
Common shares retired (41,658) - 41,658
Stock option puts retired - - -
Preferred stock dividends - - -
________ ________ ________
Balance, August 31, 1994 11,748,469 518,994 -
Net income - - -
Common shares retired (1,279,182) - -
Shares issued in acquisition
of vineyards - 60,081 -
Convert stock to debt (500,000) - -
Stock issued in payment
of debt 362,001 - -
Preferred stock dividends, accrued - - -
Issue preferred stock for
dividends - 39,897 -
________ ________ ________
Balance, August 31, 1995 10,331,288 618,972 -
________ ________ ________
<FN>
The accompanying notes are an integral part of the consolidated financial
statements
F-6
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY, Continued
For the Year Ended August 31, 1995 and the Nine Months Ended August 31, 1994
(Amounts in thousands)
<CAPTION>
Common Preferred Paid-in
Stock Stock Capital
________ ________ ________
<S> <C> <C> <C>
Balance, November 30, 1993 $ 22 $ - $ 4,893
Net income - - -
Purchase of treasury shares - - (4)
Shares issued in payment
of debt 1 - 446
Shares issued in acquisition
of vineyards - 5 5,185
Common shares retired - - (20)
Stock option puts retired - - 96
Preferred stock dividends - - -
________ ________ ________
Balance, August 31, 1994 23 5 10,594
Net income - - -
Common shares retired (2) - (918)
Shares issued in acquisition
of vineyards - 1 600
Convert stock to debt (1) - (449)
Shares issued in payment
of debt 1 - 407
Preferred stock dividends, accrued - - -
Issue preferred stock for dividends - - 399
________ ________ ________
Balance, August 31, 1995 $ 21 $ 6 $ 10,633
________ ________ ________
<FN>
The accompanying notes are an integral part of the consolidated financial
statements
F-7
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY, Continued
For the Year Ended August 31, 1995 and the Nine Months Ended August 31, 1994
Increase (decrease) in Cash and Cash Equivalents
(Amounts in thousands)
<CAPTION>
Accumulated Treasury
Earnings Common
(Deficit) Stock Total
________ ________ ________
<S> <C> <C> <C>
Balance, November 30, 1993 $ (1,365) $ (18) $ 3,532
Net income 638 - 638
Purchase of treasury shares - (22) (26)
Shares issued in payment
of debt - 19 466
Shares issued in acquisition
of vineyards - - 5,190
Common shares retired - 21 -
Stock option puts retired - - 96
Preferred stock dividends (69) - (69)
________ ________ ________
Balance, August 31, 1994 (796) - 9,827
Net income 1,173 - 1,173
Common shares retired - - (920)
Shares issued in acquisition
of vineyards - - 601
Convert stock to debt - - (450)
Shares issued in payment
of debt - - 407
Preferred stock dividends, accrued (329) - (329)
Issue preferred stock for dividends - - 399
________ ________ ________
Balance, August 31, 1995 $ 48 $ - $ 10,708
________ ________ ________
<FN>
The accompanying notes are an integral part of the consolidated financial
statements
F-8
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended August 31, 1995 and the
Nine Months Ended August 31, 1994
Increase <Decrease> in Cash and Cash Equivalents
(Amounts in thousands)
<CAPTION>
1995 1994
________ ________
<S> <C> <C>
Cash flows provided by (used in) operating
activities:
Net income (loss) $ 1,173 $ 638
Adjustments to reconcile net income
(loss) to net cash provided by oper-
ating activities:
Depreciation expense 379 304
Equity in (income) loss of investee (216) 116
Loss on sale of assets 135 -
(Increase) decrease in accounts receivable 99 8
(Increase) decrease in inventories (136) 86
(Increase) decrease in prepaids and deposits 146 (169)
(Increase) decrease in accrued interest
receivable (2) 3
(Advances to) payments from affiliated
partnerships 466 (141)
Increase (decrease) in accounts payable 1,320 4
Increase (decrease) in income taxes payable (69) 79
Increase (decrease) in accrued interest payable (76) (145)
Increase (decrease) in accrued expenses (94) 152
________ ________
Net cash provided by (used in) operating
activities 3,125 34
________ ________
Cash flows provided by (used in) investing
activities:
Distribution from investee - 150
Payments received on notes receivable 1,495 149
Purchases of property and equipment (68) (101)
Sales of property and equipment 756 -
Purchase of investment - (14)
Sale of investment 50 8
________ ________
Net cash provided by (used in)
investing activities 2,233 192
________ ________
<FN>
The accompanying notes are an integral part of the consolidated financial
statements
F - 9
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS, Continued
For the year ended August 31, 1995 and the
Nine months ended August 31, 1994
Increase (Decrease) in Cash and Cash Equivalents
(Amounts in thousands)
<CAPTION>
1995 1994
________ ________
<S> <C> <C>
Proceeds from cash flows provided by (used in)
financing activities:
Proceeds from notes, loans and advances payable 100 30
Repayment of notes, loans and advances payable (4,033) (156)
Repurchase of stock - (26)
________ ________
Net cash used in financing
activities (3,933) (152)
________ ________
Net increase <decrease> in cash 1,425 74
Cash at beginning of year 384 310
________ ________
Cash at end of year $ 1,809 $ 384
________ ________
Supplemental Disclosure of Cash Flow Information
1995 1994
________ ________
Cash paid during the year for:
Interest $ 724 $ 209
Income taxes 68 -
Supplemental Schedule of Non-Cash Investing
and Financing Activities
Assets acquired in non cash transactions
Assets acquired $ 1,945 $ 6,337
Receivables incurred 661 -
Liabilities assumed (2,005) (1,147)
Issuance of preferred stock (601) (5,190)
<FN>
The accompanying notes are an integral part of the consolidated financial
statements
F - 10
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS, Continued
For the year ended August 31, 1995 and the
Nine months ended August 31, 1994
Increase (Decrease) in Cash and Cash Equivalents
Supplemental Schedule of Non-Cash
Investing and Financing Activities, Continued
(Amounts in thousands)
<CAPTION>
1995 1994
_______ _______
<S> <C> <C>
Satisfaction of settlement by assignment
Receivable satisfied 246 2,804
Liabilities satisfied (246) (2,804)
Satisfaction of debt through issuance of stock
Liabilities satisfied 407 466
Stock issued (407) (466)
Accrual of dividends on preferred stock
Liability incurred 329 70
Reduction in retained earnings (329) (70)
Retirement of stock and stock option puts
Redeemable common stock - (96)
Increase in Paid in Capital - 96
Satisfaction of debt through offset of related
receivables
Receivables satisfied 17,590 24,836
Liabilities satisfied (17,590) (24,836)
Payment of preferred stock dividends
through issuance of preferred stock
Liabilities satisfied 399 -
Stock issued (399) -
Conversion of stock to debt
Liabilities satisfied (450) -
Stock issued 450 -
Retirement of stock
Receivables satisfied (920) -
Stock retired 920 -
Sale of partnership interests
Receivables incurred 1,700 -
Property acquired 165 -
Liabilities incurred (76) -
Partnership interest sold (1,789) -
<FN>
The accompanying notes are an integral part of the consolidated financial
statements
F - 11
</TABLE>
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of AMCOR Capital
Corporation (the "Company") and its wholly-owned operating subsidiary, ACI
Farms, Inc. All significant intercompany transactions have been eliminated.
The equity method of accounting is used when the Company has a 20% to 50%
interest in other companies. Under the equity method, original investments
are recorded at cost and adjusted by the Company's share of undistributed
earnings or losses of these companies.
During the year ended August 31, 1995, the company sold AMCOR Properties,
Inc., which had been inactive for several years, to a company owned by an
officer of the Company. The transaction resulted in neither a gain nor a
loss to the Company.
Change in Fiscal Year
The Company changed its fiscal year end from November 30 to August 31,
effective in the year beginning September 1, 1994. The change was effected
to reflect the natural business year which is the end of the twelve month
cycle when business activity is at its lowest point.
Operations and Revenue Recognition
The Company engages in agribusiness, land planning, and development for its
property and the properties of its affiliated partnerships. The Company
also generates revenue through management of various limited partnerships
("affiliated partnerships") which are engaged in farming, real estate
and investing activities.
Management service fee income, primarily due from affiliated partnerships,
is recognized when it is contractually due, which approximates the time that
services are performed. Crop sales and other farm income are recognized on
the accrual method at the time of sale.
Cash and Equivalents
The Company invests portions of its excess cash in highly liquid investments.
Cash and equivalents include time deposits and commercial paper with origi-
nal maturities of three months or less.
The Company has no requirements for compensating balances. The Company
maintains cash balances in bank accounts which exceed federally insured
limits, however the Company has not experienced any losses in such accounts.
Continued
F - 12
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
1. Summary of Significant Accounting Policies, Continued
Inventories
All direct and indirect costs of growing crops are accumulated and valued
at the lower of cost or market. Harvested crops are valued at the lower
of cost or market using the average cost method.
Property and Equipment
Property and equipment are recorded at cost and are depreciated using the
straight-line method over the expected useful lives noted below. Expendi-
tures for normal maintenance and repairs are charged to income, and signifi-
cant improvements are capitalized. The cost and related accumulated depreci-
ation of assets are removed from the accounts upon retirement or other
disposition; any resulting profit or loss is reflected in the statement of
operations.
Estimated Useful
Life
__________________
Vehicles and farm equipment 3-10 years
Office furniture and equipment 3-10 years
Vineyard development costs 15 years
Building 30 years
Investments
The Company has investments in certain of its affiliated partnerships, as
well as third-party entities. One of these investments, Desert Valley Date,
was accounted for utilizing the equity method until it was sold during the
year ended August 31, 1995. The Company's remaining investments are
accounted for in accordance with the requirements of Statement of Financial
Accounting Standards No. 107, Disclosures about Fair Value of Financial
Instruments, which is adopted during 1994. The estimated fair value amounts
have been determined by the Company to approximate their carrying value.
Income Taxes
The Company and its corporate subsidiaries file consolidated federal income
and combined state franchise tax returns. Deferred income taxes are computed
based on the tax liability or benefit in future years of the reversal of
temporary differences in the recognition of income or deduction of expenses
between financial and tax reporting purposes. The net difference between tax
expense and taxes currently payable is reflected in the balance sheet as
deferred taxes. Deferred assets and/or liabilities are classified as
current and noncurrent based on the classification of the related asset
or liability for financial reporting purposes, or based on the expected
reversal date for deferred taxes that are not related to an asset or
liability.
Continued
F - 13
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
1. Summary of Significant Accounting Policies, Continued
Disclosures about Fair Values of Financial Instruments
The Company accounts for the value of financial instruments using the fair
value method as described in the Statement of Financial Standards No. 107
(SFAS 107). SFAS No. 107 was adopted by the Company during 1995. The Company
has applied its requirements to the 1994 financial statements for purposes
of comparability and no changes were required.
Reclassifications
Certain reclassifications have been made to the 1994 financial statements in
order to conform to the 1995 presentation.
2. Change in Fiscal Year
The Company changed its fiscal year end from November 30 to August 31,
effective in the year beginning September 1, 1993. The comparability of the
financial statements may be affected by the difference in the length of the
two periods included in this report.
3. Advances and Accounts Receivable Due from Affiliated Partnerships and
Advances and Accounts Payable Due to Affiliated Partnerships
Accounts receivable from affiliated partnerships consist primarily of farming
costs incurred by the Company on behalf of various partnerships whose farm
properties are located in the Coachella Valley, California, and advances to
certain partnerships with repayment anticipated from crop sales. These
amounts are without interest, are not collateralized, and are due on demand.
Accounts payable to other affiliated partnerships consist primarily of
receipts of crop sales exceeding advances for farming costs on behalf of
various partnerships. These amounts are without interest, are not collater-
alized, and are due on demand.
4. Inventories
Inventories consist of growing crops which represent the incurred costs of
growing farm products on the Company's own behalf, such as chemicals and
certain other farming supplies.
Continued
F - 14
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
5. Property and Equipment (Amounts in thousands)
1995 1994
______ ______
Property and equipment consists of the following:
Vineyard development costs $ 7,183 $ 6,663
Vehicles and farm equipment 1,173 1,129
Office Furniture and equipment 51 45
Leasehold improvements 61 42
Building 155 -
______ ______
8,623 7,879
Less: Accumulated amortization and
depreciation 1,413 1,108
______ ______
7,210 6,771
Land 3,265 2,850
______ ______
$10,475 $ 9,621
6. Notes Receivable from Affiliated Partnerships
(Amounts in thousands)
1995 1994
______ ______
Notes receivable from affiliated partnerships
collateralized by farm property, with an
interest rate of 6% per annum, the notes
were paid in 1995. $ - $ 698
Notes receivable from affiliated partnership
with an interest of 5% per annum, the note
is due December 31, 1997. 262 2,790
______ ______
262 3,488
Less: current portion - (2,000)
______ ______
$ 262 $ 1,488
______ ______
Continued
F - 15
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
7. Notes Receivable from Third Party
(Amounts in thousands)
1995 1994
______ ______
Note receivable from a third party, collateralized
by farm property with an interest rate of 8% per
annum; the note is due December 21, 1995. $ 2,930 $ 2,930
Notes receivable from a third party, collateralized
by farm property with an interest rate of 6.5% per
annum; the notes are due November 21, 1998. 437 437
Note receivable from sale of partnership interest
with an interest rate of 6% per annum; principal
and interest payments of $225,632 are due each
December 15 through 1998. 1,478 -
______ ______
4,845 3,367
Less: current portion 3,700 -
______ ______
$1,145 $ 3,367
______ ______
Pursuant to the terms of settlement agreements related to prior civil
litigation, notes receivable from a third party were pledged as collateral.
The settlement agreements provide for the substitution of adequate collater-
al, and it is the Company's intention to replace the 8% note receivable with
other collateral prior to the note's maturity in December, 1995.
8. Investments
(Amounts in thousands)
1995 1994
______ ______
Investments consist of the following:
Investment in Desert Valley Date utilizing the
equity method of accounting $ - $ 1,827
Investment accounted for by the financial
instruments - fair value method:
Atlantic Holdings 300 300
Vista Land & Farming - 216
Other 14 14
______ ______
314 530
______ ______
$ 314 $ 2,357
Continued
F - 16
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
8. Investments, Continued
In 1995 the Company sold its fifty percent general partnership interest in
Desert Valley Date (See Note 18). Desert Valley Date processed and marketed
Dates. The Partnership sold its retail grade product to customers ranging
from individuals to food retailers. Its industrial grade product was sold
primarily to food manufacturers who use the product as a non-fat, non-
cholesterol, low sodium filler in foods for the health-conscious.
The Company is a general partner in a number of the affiliated partnerships;
however, its investment in and equity in their operations is not material.
9. Notes Payable
(Amounts in thousands)
1995 1994
______ ______
Unsecured
Notes payable to affiliated partnerships
and other related parties consist of the
following:
Notes payable to affiliated partnerships,
with interest rates of 6% per annum; the
notes are due December, 1997. $ 1,768 $ 2,935
Notes payable to affiliated partnerships,
with an interest rate of 5% per annum;
the notes were paid in 1995. - 334
Note payable to an employee, with an
an interest rate of 5.9% per annum. The
note is due in September, 1996. 450 -
______ ______
2,218 3,269
______ ______
Continued
F - 17
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
9. Notes Payable, Continued
(Amounts in thousands)
Unsecured, Continued
1995 1994
______ ______
Notes payable to third parties
consist of the following:
Notes payable, with various interest rates
from 12% to 14% per annum; the notes
are due in 1995 and 1996. 40 392
Note payable, with an interest rate of
8% per annum the note is due in December,
1998. 150 150
______ ______
190 542
______ ______
Total unsecured notes payable $ 2,408 $ 3,811
______ ______
Collateralized
Notes payable to third parties
consist of the following:
Notes payable collateralized by real property,
all with an interest rate of 10% per annum;
the notes were due at various times during
1994 and 1995. In 1995, the terms on
$200,000 of these notes were extended to
August, 1997. The balance of these notes
are in default as of August 31, 1995. $ 505 $ 750
Notes payable collateralized by real property
with an interest rate of 5% per annum;
the notes are due on December 31, 1997. 2,976 3,006
Contract payable, collateralized by real property,
with an interest rate of 12% per annum; the
contract although due in equal installments in
1996 and 1997 was paid in full in 1995. - 152
______ ______
Total collateralized notes payable 3,481 3,908
______ ______
Total notes payable 5,889 7,719
Less: current maturities (345) (872)
______ ______
$ 5,544 $ 6,847
______ ______
Continued
F - 18
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
9. Notes Payable, Continued
Maturities of notes payable for the fiscal years ending August 31:
(Amounts in thousands)
1996 345
1997 650
1998 1,768
1999 3,127
In some instances as notes payable reach their maturity and the Company has
not retired of all the debt, management has successfully negotiated new terms
on the remaining debt.
Interest expense
Interest expense during the year ended August 31, 1995, and the nine-month
period ended August 31, 1994, was $711,039 and $332,555 respectively. The
increase in the interest expense from the nine-month fiscal period ended
August 31, 1994, to the year ended 31, 1995, resulted from the short cycle
in fiscal 1994 and increased farming operations and the related crop financ-
ing due to farm land acquired at the end of fiscal 1994.
10. Deferred Income Taxes
The components of the provision for income taxes are as follows:
(Amounts in thousands)
1995 1994
Current expense: ______ ______
Federal $ 10 $ 20
State 2 62
______ ______
Total provision $ 12 $ 82
______ ______
Significant components of the Company's deferred income tax assets and
liabilities at August 31, 1995 and 1994 are as follows:
(Amounts in thousands)
1995 1994
______ ______
Deferred tax assets:
Capital loss carryforward $ 51 $ 192
Net operating loss carryforward 39 310
Partnerships losses - 50
State tax credit carryforward 443 -
Other 1 21
______ ______
Total deferred income tax assets 534 572
Valuation allowance (534) (572)
______ ______
Net deferred income taxes $ - $ -
Continued
F - 19
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
10. Deferred Income Taxes, Continued
Reconciliation of the effective tax rate to the U.S. statutory rate is as
follows:
Tax expense at U.S. statutory rate 34.0% 34.0%
State tax provision 1.0 9.3
(Benefit) of net operating loss (36.8) (32.0)
Other 2.8 -
______ ______
Effective income tax rate 1.0% 11.3%
The Company has capital loss carryforwards for federal and state income tax
purposes of $118,737 that expire in 1998. The Company has a federal net
operating loss carryover of $114,044 that will expire in 2008. The Company
has a state income tax credit carryforward of $389,271 that expires in 2010.
The Company's headquarters facility is located within the Coachella Valley
Enterprise Zone. Under California Revenue Tax Code, the Company is offered
a number of California tax benefits. For the year ended August 31, 1995 the
Company utilized the hiring tax credit and the sales and use tax credit to
reduce its current state tax expense.
11. Settlement Payable
In 1993 and 1994 the Company entered into settlement agreements related to
two civil lawsuits with third parties. The settlement agreements require
the Company to make payments through 1998. One of the settlements was paid
in 1995.
In August, 1995, a related party, Enterprise Packing Company, assumed from
the Company the remaining third party settlement in return for a correspond-
ing reduction in a note it owes to the Company. The Company remains
contingently liable for payments on this settlement as the other parties to
the settlement agreement have not released the Company from the settlement
liability (See Note 12).
12. Commitments and Contingencies
Commitments
The Company has operating leases for certain of its facilities and office
equipment. Future minimum lease payments at August 31, 1995 are as
follows:
1996 $ 327,636
1997 324,676
1998 323,064
1999 315,200
200 and thereafter 900,000
Total future minimum lease payments $ 2,190,576
Continued
F - 20
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
12. Commitments and contingencies, Continued
Commitments, Continued
Rental expense, resulting from operating lease agreements, was $232,696 and
$262,928 during the year ended August 31, 1995 and the nine months ended
August 31, 1994, respectively. For the year ended August 31, 1995 only,
facility rent was adjusted by the landlord.
Contingencies
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 $ 4,372,723
1997 -
1998 369,000
1999 -
2000 and thereafter -
__________
$ 4,741,723
In August, 1994 a related party assumed from the Company two investor settle-
ments in return for a corresponding reduction in a note it owed to the
Company. The assignment of the two settlements does not bar the other
parties from looking for satisfaction from the Company if the related party
fails to perform as required under the settlements.
Contingencies
As described in Note 11, the Company, in 1995, assigned its
obligations under a settlement to a related party in consideration
for a reduction in a note receivable from the related party. The
assignment requires the related party to make the settlement payments
on behalf of the Company. The assignment of the settlement does
not bar the parties from looking for satisfaction from the Company
if the related party fails to perform as required under the settlement.
Continued
F - 21
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
12. Commitments and contingencies, Continued
Contingencies, Continued
The Company has pledged certain of its assets as collateral for these
assigned settlements. The following is a summary of the three settle-
ments' payment requirements for which the Company is contingently
liable:
Year Payment Due
1996 $ -
1997 250,000
1998 580,000
1999 -
2000 -
__________
Total $ 830,000
13. Profit-Sharing Plan
Effective December 1, 1985, the Company established a noncontributory profit-
sharing retirement plan covering substantially all employees. Annual employer
contributions to the plan are made at the discretion of management. No
contributions were made to the plan during 1994 or 1995. The Company
terminated the plan as of June 30, 1995.
14. Common Stock and Stock Options
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 in November, 1996.
These options were granted in connection with the 1989 partnership restruct-
ure of two of the affiliated partnerships in which the officers of the
Company were general partners.
The remaining 908,266 options are exercisable at $0.80 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.
During 1995, the Company adopted a new stock option plan for Company
employees and vendors. The Company granted no options to purchase shares of
its common stock under the plan during 1995.
Continued
F - 22
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
15. Affiliated Partnerships
The Company through 1989 syndicated more than 150 Limited Partnerships, many
of which have now been liquidated. The Company managed 24 of these partner-
ships in 1995 and 1994. These partnerships are involved in farming, real
estate, and related agribusiness activities. Certain partnerships have pur-
chased land from the Company at the Company's basis. In certain cases,
partnerships have not recorded their title to the land. The Company and/or
certain officers of the Company are general partners in the partnerships. The
accounting policies used by the partnerships are the same as those used by
the Company. The aggregate financial data of the partnerships is on the
following page:
Continued
F - 23
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
15. Affiliated Partnership, Continued
Balance Sheets - Unaudited
(Amounts in thousands)
August 31, August 31,
1995 1994
__________ __________
Cash $ 1 $ 18
Accounts and advances receivable 981 986
Notes receivable 3,903 3,490
Property and equipment, net 2,963 6,670
Investments 28,993 28,592
Other assets 469 734
_________ _________
Total assets $ 37,310 $ 40,490
_________ ________
Accrued liabilities $ 5,711 $ 2,082
Notes payable 7,107 7,623
Other liabilities - 1,219
_________ ________
Total liabilities 12,818 10,924
Partnership capital 24,492 29,566
_________ ________
Total liabilities and partnership capital $ 37,310 $ 40,490
_________ ________
Income Statements- Unaudited
for the Year Ended August 31, 1995
and the Nine Months Ended August 31, 1994
1995 1994
_________ ________
Farm revenue $ 1,644 $ 4,576
Land sales 15 1,525
Interest income 455 351
Other income - 6
_________ ________
Total revenue 2,114 6,457
_________ ________
Crop costs 1,925 4,978
Cost of land sold 2 504
Interest expense 580 1,038
Management fees 652 563
Depreciation expense 130 564
Other operating expense 924 1,269
(Gain) Loss on sale of assets (88) 1,116
Bad debts 717 223
________ _______
Total expense 4,842 10,255
________ _______
Net loss $ (2,728) $ (3,798)
Continued
F - 24
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
16. Financing Transaction
In 1993 the Company entered into a transaction with the lessee of a 667-acre
San Luis Obispo County, California, wine grape vineyard owned by the Company
and an affiliated partnership. The transaction provided for the lessee to
purchase the 667 acres for $3.5 million, which was approximately 65% of the
fair market value of the vineyards at that time. The transaction has been
treated as a financing transaction under the deposit method. By December,
1995, the Company was required to exercise a repurchase option to regain
title to the vineyards. The option price was $3.5 million plus the costs of
any capital improvements made to the property by the lessee. Subsequent
to year end the Company sold its vineyards and repurchase option to an
affiliated partnership (See Note 22).
17. Acquisition of Properties
In two separate transactions during 1995 the Company acquired 220 acres of
table grape vineyards located in the Coachella Valley, California from
affiliated partnerships. The Company's acquisition prices of these propert-
ies consisted of the following:
Coachella
Vineyards
Assumption of debt $ 1,344,187
Issuance of preferred stock 600,813
___________
$ 1,945,000
The acquisition price of the vineyards was equal to the current fair market
value of the assets.
Amounts appearing in the 1995 consolidated financial statements for these
properties follow:
Net book value of properties $ 1,907,056
Revenue 1,678,157
Operating costs 1,738,998
Continued
F - 25
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
18. Divestiture of Partnership Interest
On May 31, 1995 the Company sold its fifty percent general partnership
interest in Desert Valley Date, which is the largest date processor in the
Coachella Valley. It processes and markets dates to retail and industrial
users across the country. The sale resulted in a pretax gain of $199,400.
The sales price consisted of the following:
Cash $ 50,000
Note receivable 1,477,605
Building 155,000
Land 510,000
_________
$2,192,605
The Partnership sold the land at its cost of $500,000 and the building at an
agreed upon value of $165,000.
19. Disclosures about Fair Values of Financial Instruments
SFAS No. 107, Disclosures about Fair Value of Financial Instruments requires
disclosure of the fair value of all financial instruments both on and off the
Company's balance sheets. The estimated fair value amounts have been deter-
mined by the Company, using available market information and appropriate
valuation methodologies. However, considerable judgment is necessarily
required in interpreting market data to develop the estimates of fair value.
Accordingly, the estimates presented herein are not necessarily indicative
of the amounts that the Company could realize in a current market exchange.
The use of different market assumptions and/or estimation methodologies may
have a material effect on the estimated fair value amounts.
The following methods and assumptions were used by the Company in estimating
fair value disclosures for financial statements:
Cash and equivalents, accounts receivable advances, certain other current
assets, accounts payable, current maturity of long term debt, and certain
other current liability asset amounts reported in the balance sheet at
approximate fair value due to the short term maturities of these instruments.
Long term receivables:
The fair value is estimated by determining the net present value of antici-
pated future cash flows. The carrying amount on the balance sheet is less
than the fair value due to the change in interest rates since the debt
originated.
Continued
F - 26
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
19. Disclosures about Fair Values of Financial Instruments, Continued
Investments:
The fair value is estimated by examining the overall financial health of the
entities in which the Company has invested. The amount reported in the
balance sheet approximates fair value.
Long term debt:
The fair value is estimated by determining the net present value of future
payments. The carrying amount on the balance sheet exceeds the fair value of
the debt due to the change in interest rates from the time the debt was
incurred to the current period.
(Amounts in thousands)
Carrying Full
Value Value
_________ _________
Current assets:
Cash and equivalents $ 1,809 $ 1,809
Accounts receivable 160 160
Advances and accounts receivable due from
affiliated partnerships 3,249 3,249
Notes receivable, other 3,700 3,700
Other current assets 168 168
Other assets:
Notes receivable
Affiliated partnerships and related parties 262 234
Other 1,145 1,042
Investments 314 314
Current liabilities:
Accounts payable 2,684 2,684
Advances and accounts payable due to
affiliated partnerships 957 957
Notes payable, other 345 345
Income taxes payable 12 12
Accrued interest 179 179
Deposit on financing transaction 1,278 1,278
Other liabilities:
Notes payable, net of current portion
Affiliated partnerships 2,218 2,061
Other 3,326 3,006
Financial instruments with off balance sheet risk:
Settlements 830 652
Financial guarantees 4,742 4,280
Continued
F - 27
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
20. Earnings per Common Share
In 1995 the computation of both primary and fully diluted earnings per
common and common equivalent share are computed based on the weighted
average number of shares of common stock and common stock equivalents
outstanding during each year. The computation takes into effect common
shares issuable under stock option plans. No effect has been given to
convertible preferred stock as the market price did not exceed
the liquidation value of $10 per share. The primary weighted average
common and common equivalent shares, as applicable, outstanding during
the year ended August 31, 1995 and the nine months ended August 31, 1994
was 11,593,949 and 12,155,499, respectively. The fully diluted average
common and common equivalent shares, as applicable, outstanding during the
year ended August 31, 1995 was 11,901,517. For the nine months ended
August 31, 1994 primary and fully diluted earnings per share were the
the same due to minimal trading in the Company's stock.
21. Stock transactions
Common stock retired
In 1995 the restriction on certain shares of common stock that had been
issued to affiliated partnerships terminated and the shares were issued
to the partners in the affiliated partnerships. The general partners
assigned their 703,682 shares of the distribution to the Company which
retired the shares at no gain or loss to the Company.
In 1995 the Company received 288,000 shares of common stock from an
individual in payment of a receivable and retired the stock.
During 1995, an affiliated partnership had acquired 287,500 shares of
the Company's common stock. Subsequently, they sold the stock to the
Company at their acquisition price in exchange for reduction in an
amount due from them to the Company and retired the stock.
Exchange debt for stock
During 1995, the Company converted 500,000 shares of common stock held by
an individual to debt and retired the stock.
22. Subsequent events
A. On September 30, 1995, the Company acquired notes receivable of $1,306,190
and assumed notes payable secured by these notes of $940,000, in exchange
for a reduction in advances due to the Company by three affiliated
partnerhsips of $189,362 and an increase in advances due by the Company
to the three affiliated partnerships of $176,708. This transaction
resulted in no gain or loss to the Company.
Continued
F - 28
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
22. Subsequent events, Continued
B. On October 31, 1995 the Company purchased vineyards and related deferred
crop costs from three affiliated partnerships for $2,057,723. The pur-
chase price consists of the assumption of short term notes payable of
$800,000 and accrued expenses of $226,615, a reduction in advances due to
the Company by affiliated partnerships of $716,268 and an increase in
advances due from the Company to affiliated partnerships of $314,840.
This transaction resulted in no gain or loss to the Company.
C. On November 30, 1995 the Company sold, in a non-monetary transaction,
its San Luis Obispo vineyards and a related repurchase option referred to
in Note 16 to an affiliated partnership for the entity's 50% interest in
a farming operation in Oregon. The asset received was recorded at fair
market value as it was not possible to readily determine the value of the
vineyards and option exchanged. The Oregon farming operation was valued
at $2,426,000 in the transaction. The transaction resulted in a gain of
$830,786 and also reduced advances due from an affiliated partnership
by $508,200.
As the subsequent events are significant to the Company's balance sheet, a
pro forma balance sheet at August 31, 1995 which assumes that the events
occurred on that date follows.
Continued
F - 29
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
23. Subsequent events, continued
<TABLE>
Pro Forma Balance Sheet (Unaudited)
August 31, 1995
(Amounts in thousands)
<CAPTION>
Pro Forma
Company Adjustments Pro Forma
__________ __________ __________
<S> <C> <C> <C>
ASSETS
Current assets
Cash and equivalents $ 1,809 $ $ 1,809
Accounts receivable 160 160
Advances due from affiliates 3,249 (A) (189)
(B) (716)
(C) (508) 1,836
Notes receivable, other 3,700 3,700
Inventories 425 (B) 117 542
Prepaids and deposits 24 24
Accrued interest 144 (A) 85 229
__________ __________ __________
Total current assets 9,511 (1,211) 8,300
Property and equipment 10,475 (B) 1,940
(C) (2,365) 10,050
Notes receivable
Affiliated partnerships and
related parties 262 262
Other 1,145 (A) 1,221 2,366
Investments 314 (C) 2,426 2,740
__________ __________ __________
Total assets $ 21,707 $ 2,011 $ 23,718
__________ __________ __________
LIABILITIES AND SHAREHOLDERS EQUITY
Current liabilities
Accounts payable $ 2,684 (B) $ 163 $ 2,847
Advances 957 (A) 177
(B) 315 1,449
Notes payable, affiliates (B) 800 800
Notes payable, other 345 345
Income taxes, payable 12 12
Accrued interest 179 (B) 64 243
Deposits 1,278 (C) (1,278) -
__________ __________ __________
Total current liabilities 5,455 241 5,696
Notes payable
Affiliated partnerships 2,218 (A) 571 2,789
Other 3,326 (A) 369 3,695
Shareholders' equity 10,708 (C) 830 11,538
__________ __________ __________
Total liabilities and
shareholders' equity $ 21,707 2,011 $ 23,718
</TABLE>
Continued
F - 30
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
23. Subsequent events, Continued
(A) Acquisition of notes receivable
(B) Purchase of vineyards from affiliated partnerships
(C) Sale of vineyards and repurchase option for a 50% interest in an Oregon
farming entity.
F - 31
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
SCHEDULE II
Accounts Receivable from Related Parties and
Underwriters, Promoters and Employees other than Related Parties
For the Year Ended August 31, 1995 and the Nine Months Ended August 31, 1994
(Amounts in thousands)
<CAPTION>
Col. A Col. B Col. C Col. D Col. E
Balance at Balance at
Beginning Amounts Written Period End
Name of Debtor of Period Additions Collected Off Current
_______________ _______ _______ _______ _______ _______
<S> <C> <C> <C> <C> <C>
NINE MONTHS ENDED AUGUST 31, 1994
Oasis Date $ 162 $ 255 $ 138 $ - $ 279
Travertine Flame 149 922 1.071 - -
Coachella-85 298 746 1,044 - -
Agri-Cal Venture 67 169 37 - 199
WAVA 236 3,208 3,137 - 307
Under $100,000 308 8,239 8,035 - 512
_______ ________ _______ _______ ______
$ 1,220 $ 13,539 $ 13,462 $ - $ 1,297
YEAR ENDED AUGUST 31, 1995
Oasis Date $ 279 $ 114 $ 126 $ - $ 267
Agri-Cal Venture 199 161 52 - 308
WAVA 307 4,257 3,448 - 1,116
Enterprise Packing 54 2,598 1,871 - 781
Lifemark Farming 0 2,227 1,848 - 379
Dixie Ventures-86 9 560 428 - 141
Coachella Fruit 0 530 390 - 140
Under $100,000 449 7,198 7,519 11 117
_______ ________ _______ _______ ______
$ 1,297 $ 17,645 $ 15,682 $ 11 $ 3,249
</TABLE>
F - 32
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
SCHEDULE IV
Indebtedness of and to Related Parties - Not Current
For the Nine Months Ended August 31, 1994
(Amounts in thousands)
<CAPTION>
Balance at Balance
Beginning At End
Name Of Period Additions Deductions Period Of
_____ ________ ________ ________ ________
<S> <C> <C> <C> <C>
INDEBTEDNESS OF:
Enterprise Packing $ 2,924 $ - $ (2,924) $ -
Enterprise Packing 1,290 - (1,290) -
Enterprise Packing 943 3,594 (3,747) 790
Lake Valley 234 313 (234) 313
Vista Ag Realty 164 385 (164) 385
Dixie Pecan 149 - (149) -
________ _______ _______ _______
$ 5,704 $ 4,292 $ (8,508) $ 1,488
INDEBTEDNESS TO:
Fred Behrens $ (85) $ (97) $ 85 $ (97)
Jacques Genicot (480) - 480 -
Coastal Varietal (157) - - (157)
Amcor Realty III (273) (1,551) 273 (1,551)
Pump Station III (100) - - (100)
Columbia Basin (334) - - (334)
G-R Vineyards (142) - - (142)
DEC (8) - 8 -
Texas Farm Venture (575) (328) 575 (328)
Rancho Calif II (528) (93) 528 (93)
ASF-I (341) - 24 (317)
Agri Venture (100) - 100 -
Tex Cal Partners (63) - 5 (58)
Shandon Partners (111) - 19 (92)
_______ _______ _______ _______
$ (3,297) $ (2,069) $ (2,097) $ (3,269)
</TABLE>
F - 33
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
SCHEDULE IV
Indebtedness of and to Related Parties - Non Current
For the Year Ended August 31, 1995
(Amounts in thousands)
<CAPTION>
Balance at Balance
Beginning At End
Name Of Period Addition Deductions Of Period
_______ ________ ________ ________ ________
<S> <C> <C> <C> <C>
INDEBTEDNESS OF:
Enterprise Packing $ 790 $ - $ 528 $ 262
Lake Valley 313 - 313 -
Vista Ag Realty 385 - 385 -
________ ________ ________ _______
$ 1,488 $ - $ 1,226 $ 262
INDEBTEDNESS TO:
Fred Behrens $ (97) $ - $ 97 $ -
Coastal Varietal (157) - 157 -
Amcor Realty III (1,551) (6) - (1,557)
Pump Station III (100) - 100 -
Columbia Basin (334) - 334 -
G-R Vineyards (142) - 142 -
Texas Farm Venture (328) - 117 (211)
Rancho Calif. II (93) - 93 -
ASF-I (317) - 317 -
Tex-Cal Partners (58) - 58 -
Shandon Partners (92) - 92 -
Jacques Genicot - (450) - (450)
________ _______ ________ _______
$ (3,269) $ (456) $ 1,507 $ (2,218)
</TABLE>
F - 34
<PAGE>
<TABLE>
SCHEDULE V
Property, Plant and Equipment
For the Year Ended August 31, 1995 and the Nine Months Ended August 31, 1994
(Amounts in thousands)
<CAPTION>
Col. A Col. B Col. C Col. D Col. E. Col. F
Balance at Balance at
Beginning Additions Retire Other End of
Classification Of Period At Cost ments Changes Period
_____________ ________ ________ _______ ______ ________
<S> <C> <C> <C> <C> <C>
NINE MONTHS ENDED AUGUST 31, 1994:
Vehicles and farming
equipment $ 1,062 $ 67 $ - $ - $ 1,129
Office furniture and
equipment 11 34 - - 45
Leasehold improvements 42 - - - 42
Vineyard development costs 2,474 4,189 - - 6,663
Land 702 2,148 - - 2,850
_______ _______ _____ _____ ________
$ 4,291 $ 6,438 $ - $ - $ 10,729
YEAR ENDED AUGUST 31, 1995:
Buildings $ - $ 155 $ - $ - $ 155
Vehicles and farming
equipment 1,129 44 - - 1,173
Office furniture and
equipment 45 6 - - 51
Leasehold improvements 42 19 - - 61
Vineyard development costs 6,663 1,382 862 - 7,183
Land 2,850 670 255 - 3,265
_______ _______ ______ _____ ________
$ 10,729 $ 2,276 $ 1,117 $ - $ 11,888
</TABLE>
F - 35
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
SCHEDULE VI
Accumulated Depreciation of Property, Plant and Equipment
For the Year Ended August 31, 1995 and the Nine Months Ended August 31, 1994
(Amounts in thousands)
<CAPTION>
Col. A Col. B Col. C Col. D Col. E. Col. F
Balance at Additions Other Changes Balance
Beginning Charged to Retire Added/Deducted at end of
Classification Period Costs/Expenses ments Described Period
______________ ________ ________ ______ ________ ________
<S> <C> <C> <C> <C> <C>
NINE MONTHS ENDED AUGUST 31, 1994:
Vehicles and farming
equipment $ 522 $ 118 $ - $ - $ 640
Office furniture and
equipment 4 2 - - 6
Leasehold improvements 8 5 - - 13
Vineyard development costs 271 179 - - 450
_______ _______ _____ _______ _______
$ 805 $ 304 $ - $ - $ 1,109
YEAR ENDED AUGUST 31, 1995:
Buildings $ - $ - $ - $ - $ -
Vehicles and farming
equipment 640 163 - - 803
Office furniture and
equipment 6 5 - - 11
Leasehold improvements 13 6 - - 19
Vineyard development costs 450 204 74 - 580
_______ _______ _____ _______ _______
$ 1,109 $ 378 $ 74 $ - $ 1,413
</TABLE>
F - 36
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
SCHEDULE XII
Investment Other Than Securities
August 31, 1995
<CAPTION>
Col. B Col. C Col. D Col. E
Amts at which each
Number Cost Market Value of portion of Equity Sec.
of Shares of each each issue at issue and each Share Sec.
or Units Share Balance Sheet Date carried on Bal. Sheet
________ _______ __________ ____________________
<S> <C> <C> <C> <C>
Name of Issuer and
Title of each issue
__________________
Partnership Interest:
Atlantic Holdings
-Limit ptrshp 47,352 $ 5.00 * $ 236,760
-Bank and Trust 34,094 2.275 * 77,569
________
Total $ 314,329
* Readily determined market value or quotations are not available. The
Board of Directors believes that the market value is not below its
carrying value
</TABLE>
F - 37
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: December 14, 1995 AMCOR CAPITAL CORPORATION
By: /S/FRED H. BEHRENS
Fred H. Behrens, Chairman of
the Board and Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
Name Title Date
/S/FRED H. BEHRENS Chairman, Chief Executive Office December 14, 1995
Fred H. Behrens (Principal Executive Officer), Chief
Financial Officer (Principal Financial
and Accounting Officer) and Director
/S/ROBERT A. WRIGHT President, Chief Operating Officer
Robert A. Wright and Director December 14, 1995
/S/GRACEN JOHNSEN Secretary December 14, 1995
Gracen Johnsen
F - 38
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM THE FORM 10-KSB
FOR THE YEAR ENDED AUGUST 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1995
<PERIOD-END> AUG-31-1995
<CASH> 1809
<SECURITIES> 0
<RECEIVABLES> 7253
<ALLOWANCES> 0
<INVENTORY> 425
<CURRENT-ASSETS> 9511
<PP&E> 11888
<DEPRECIATION> 1413
<TOTAL-ASSETS> 21707
<CURRENT-LIABILITIES> 5455
<BONDS> 0
<COMMON> 21
0
6
<OTHER-SE> 10681
<TOTAL-LIABILITY-AND-EQUITY> 21707
<SALES> 9478
<TOTAL-REVENUES> 11721
<CGS> 8072
<TOTAL-COSTS> 8072
<OTHER-EXPENSES> 1753
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 711
<INCOME-PRETAX> 1185
<INCOME-TAX> 12
<INCOME-CONTINUING> 1173
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1173
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
</TABLE>
