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, 1996
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 10,335,631 on May 31, 1996.
<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 year ended August 31, 1995. 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.
In prior quarters the Company reported its operating results
on the basis of a full twelve-month period. As a result of the Company's
change to an August 31 year-end to conform to its natural crop cycle,
the Company is now reporting its operating results on a normal fiscal
quarterly basis.
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEET
May 31, 1996 and August 31, 1995
(Amounts in thousands)
<CAPTION>
May 31,
1996 August 31,
(Unaudited) 1995
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 749 $ 1,809
Accounts receivable, prepaids
and accrued interest 1,701 328
Notes receivable 241 3,700
Advances and accounts receivable due
from affiliated partnerships and
related parties 6,547 3,249
Development advances to real estate
affiliate 1,477 -
Inventories 4,189 425
_________ _________
Total current assets 14,904 9,511
Property and equipment, net 7,928 10,475
Leased equipment under capital leases, net 176 -
Notes receivable:
Affiliates and related parties 5,692 262
Other 2,257 1,145
Investments 2,426 314
_________ _________
Total assets $ 33,383 $ 21,707
========= =========
<FN>
The accompanying footnotes are an integral part of the consolidated
financial statements.
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEET, CONT.
May 31, 1996 and August 31, 1995
(Amounts in thousands)
<CAPTION>
May 31,
1996 August 31,
(Unaudited) 1995
--------- ----------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,092 $ 2,684
Advances from affiliated partnerships 558 957
Notes and loans payable 4,054 345
Accrued interest and other payables 628 1,469
Obligations under capital leases 53 -
_________ _________
Total current liabilities 9,385 5,455
Deferred tax liability 169 -
Notes and loans payable, net of
current portion:
Affiliates 4,171 2,218
Other 8,428 3,326
Deferred revenue 92 -
Obligations under capital leases, net of
current portion 113 -
_________ _________
Total liabilities 22,358 10,999
Shareholders' equity:
Preferred stock (250,000 shares
authorized, no shares outstanding) - -
Series A Convertible Preferred
Stock ($.01 par value; 750,000
shares authorized, 618,972
and 618,972 shares issued and
outstanding) 6 6
Common stock ($.002 par value;
15,000,000 shares authorized,
10,335,631 shares and 10,331,288
shares issued and outstanding
at May 31, 1996 and August 31,
1995, respectively) 21 21
Paid-in capital 10,637 10,633
Accumulated earnings 361 48
_________ _________
Total shareholders' equity 11,025 10,708
_________ _________
Total liabilities and
shareholders' equity $ 33,383 $ 21,707
========= =========
<FN>
The accompanying footnotes are an integral part of the consolidated
financial statements.
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
For the three months ended May 31, 1996 and 1995
(Unaudited)
(Amounts in thousands, except per share data)
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Revenues:
Crop sales and other farm income $ 1,219 $ 802
Management and other fees 367 81
Equity in income of investee 0 72
Other income 67 326
_________ _________
1,653 1,281
_________ _________
Operating costs and expenses:
Farming costs and cost of crops sold 1,016 228
Other operating expenses 172 112
Wages and salaries 173 147
Depreciation 8 11
_________ _________
1,369 498
_________ _________
Income from operations 284 783
Other income/expense:
Gain (loss) on sale of assets (7) -
Interest expense (192) (172)
_________ _________
(199) (172)
_________ _________
Income before income taxes 85 611
Provision for income taxes 29 -
_________ _________
Net income $ 56 $ 611
========= =========
Net income per common share, share
equivalent primary $ .01 $ .05
Net income per common share, share
equivalent fully diluted $ .01 $ .05
<FN>
The accompanying footnotes are an integral part of the consolidated
financial statements.
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
For the nine months ended May 31, 1996 and 1995
(Unaudited)
(Amounts in thousands, except per share data)
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Revenues:
Crop sales and other farm income $ 1,482 $ 868
Management and other fees 851 494
Equity in income of investee 0 305
Other income 243 866
_________ _________
2,576 2,533
_________ _________
Operating costs and expenses:
Farming costs and cost of crops sold 1,224 456
Other operating expenses 412 512
Wages and salaries 506 474
Depreciation 18 17
_________ _________
2,160 1,459
_________ _________
Income from operations 416 1,074
Other income/expense:
Gain (loss) on sale of assets 821 (190)
Interest expense (475) (524)
_________ _________
346 (714)
_________ _________
Income before income taxes 762 360
Provision for income taxes 171 2
_________ _________
Net income $ 591 $ 358
========= =========
Net income per common share, share
equivalent primary $ .06 $ .03
Net income per common share, share
equivalent fully diluted $ .06 $ .03
<FN>
The accompanying footnotes are an integral part of the consolidated
financial statements.
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
For the nine months ended May 31, 1996 and 1995
Increase (Decrease) in Cash and Cash Equivalents
(Amounts in thousands)
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Cash flows provided (used) in operating
activities $ (4,557) $ (841)
_________ _________
Cash flows provided (used) in investing
activities:
Payments received on notes receivable 3,568 1,130
Distribution from investee - 100
Purchases of property and equipment (441) (64)
Sales of property and equipment 19 927
Purchase of investment, net - (7)
Advances to affiliates (3,865) (1,985)
_________ _________
Net cash provided (used) for investing
activities ( 719) 101
_________ _________
Cash flows provided (used) in financing
activities:
Proceeds from notes, loans, capital
leases, and advances payable 4,381 1,349
Repayments of notes and advances payable (165) (442)
Repurchase of stock - (4)
_________ _________
Net cash provided (used) in financing
activities 4,216 903
_________ _________
Net increase<decrease> in cash (1,060) 163
Cash at beginning of period 1,809 15
_________ _________
Cash at end of period $ 749 $ 178
========= =========
Supplemental Disclosure of Cash Flow Information
1996 1995
---------- --------
Cash paid during the period for:
Interest $ 145 $ 160
<FN>
The accompanying footnotes are an integral part of the consolidated
financial statements.
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS, CONT.
For the nine months ended May 31, 1996 and 1995
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
Supplemental Schedule of Noncash Investing
and Financing Activities
(Amounts in thousands)
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Assets acquired in noncash transactions
Assets acquired $ 0 $ 6,937
Liabilities assumed 0 (1,147)
Issuance of preferred stock 0 (5,790)
Satisfaction of settlement by assignment
Receivable satisfied 0 3,046
Liabilities satisfied 0 (3,046)
Satisfaction of debt through issuance of stock
Liabilities satisfied 4 740
Stock issued (4) (740)
Accrual of dividends on preferred stock
Liabilities incurred 279 313
Reduction in retained earnings (279) (313)
Satisfaction of debt through offset of related
receivables
Receivables satisfied 0 24,836
Liabilities satisfied 0 (24,836)
Acquisition of notes receivable
Notes and accrued interest received 6,998 0
Reduction of receivables (189) 0
Liabilities incurred (1,117) 0
Notes payable assume (5,600) 0
Deferred revenue ( 92) 0
Sale of vineyard and repurchase option
Vineyard property (2,365) 0
Acquisition of investment interest 2,426 0
Reduction of deposit liability 1,278 0
Reduction of receivable (508) 0
Gain on sale (831) 0
The accompanying footnotes are an integral part of the consolidated
financial statements.
<FN>
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
For the nine months ended May 31, 1996 and the year
ended August 31, 1995
<CAPTION>
Common Preferred Treasury
Shares Shares Shares
____________ _________ _________
<S> <C> <C> <C>
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) - -
Shares 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 -
Net income - - -
Shares issued in payment
of debt 4,343 - -
____________ _________ _________
Balance, May 31, 1996 10,335,631 618,972 -
============ ========= =========
<FN>
The accompanying footnotes are an integral part of the consolidated
financial statements.
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY, CONT.
For the nine months ended May 31, 1996 and the year
ended August 31, 1995
(Amounts in thousands)
<CAPTION>
-------------- Par Value -----------------
Common Preferred Paid-in
Stock Stock Capital
--------- --------- ---------
<S> <C> <C> <C>
Balance, August 31, 1994 $ 23 $ 5 $10,594
Net Income 0 0 0
Common shares retired (2) 0 (918)
Shares issued in acquisition
of vineyards 0 1 600
Convert stock to debt (1) 0 (449)
Shares issued in payment
of debt 1 0 407
Preferred stock dividends,
accrued 0 0 0
Issue preferred stock for
dividends 0 0 399
_________ _________ _________
Balance, August 31, 1995 21 6 10,633
Net income 0 0 0
Shares issued in payment
of debt 0 0 4
Preferred stock dividends,
accrued 0 0 0
_________ _________ _________
Balance, May 31, 1996 $ 21 $ 6 $ 10,637
========= ========= =========
<FN>
The accompanying footnotes are an integral part of the consolidated
financial statements.
</TABLE>
<PAGE>
<TABLE>
AMCOR CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY, CONT.
For the nine months ended May 31, 1996 and the year
ended August 31, 1995
(Amounts in thousands)
<CAPTION>
Accumulated Total
Earnings Treasury Shareholders'
(Deficit) Stock Equity
----------- --------- ------------
<S> <C> <C> <C>
Balance, August 31, 1994 $ (796) $ 0 $ 9,827
Net Income 1,173 0 1,173
Common shares retired 0 0 (920)
Shares issued in acquisition
of vineyards 0 0 601
Convert stock to debt 0 0 (450)
Shares issued in payment
of debt 0 0 407
Preferred stock dividends, 0 0 0
accrued (329) 0 (329)
Issue preferred stock for
dividends 0 0 399
_________ _________ _________
Balance, August 31, 1995 $ 48 $ 0 $ 10,708
Net income 591 0 591
Shares issued in payment
of debt 0 0 4
Preferred stock dividends,
accrued (278) 0 (278)
_________ _________ _________
Balance, May 31, 1996 $ 361 $ 0 $ 11,025
========= ========= =========
<FN>
The accompanying footnotes are an integral part of the consolidated
financial statements.
</TABLE>
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 1996
1. Income (loss) Per Common Share
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
period. 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 equiva-
lent shares, as applicable, outstanding during the three months ended
May 31, 1996 and 1995 was 11,051,974 and 12,106,531, respectively.
The fully diluted average common and common equivalent shares, as
applicable, outstanding during the three months ended May 31, 1996
and 1995 was 10,990,231 and 11,882,246, respectively.
2. 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 real and
personal property. These amounts are without interest and are due
on demand.
3. Inventories
Inventories consist primarily of farming costs incurred on the
Company's own behalf, and certain chemicals and other farming
supplies.
Continued
<PAGE>
4. Property and Equipment
May 31, August 31,
1996 1995
------------ ----------
(Amounts in thousands)
Property and equipment
consists of the following:
Vineyard development costs $ 5,225 $ 7,183
Vehicles and farm equipment 1,297 1,173
Office furniture and equipment 51 51
Leasehold improvements 61 61
Buildings 234 155
__________ __________
6,868 8,623
Less: accumulated depreciation (1,563) (1,413)
__________ __________
5,305 7,210
Land 2,623 3,265
__________ __________
$ 7,928 $ 10,475
========== ==========
5. Investments
May 31, August 31,
1996 1995
------------ ----------
(Amounts in thousands)
Investments consists of the
following:
Investment in P.S. III Farms,
L.L.C. utilizing the equity
method of accounting $ 2,426 $ 0
Investments accounted for by the
financial instruments - fair
value method:
Atlantic Holdings 0 300
Other 0 14
__________ __________
$ 2,426 $ 314
========== ==========
On November 30, 1995, the Company acquired a 50% interest in an Oregon
farming operation, P.S. III Farms, L.L.C., in exchange for its San Luis
Obispo vineyards and related repurchase option. The asset received in
the exchange (P.S. III Farms, L.L.C.) was recorded at fair market value
as it was not possible to readily determine the value of the vineyards
and option exchanged.
The Company is a general partner in a number of the affiliated partner-
ships, for which its investment and equity in operations are not
material.
Continued
<PAGE>
5. Investments, Continued
The Company assigned its interest in Atlantic Holdings to three affiliated
partnerships in satisfaction of, or in the occurrence of, new debt from
those partnerships, resulting in no gain or loss to the Company.
6. Deferred Income Taxes
The components of the provision for income taxes are as
follows:
May 31, May 31,
1996 1995
------------ ------------
(Amounts in thousands)
Current expense:
Federal $ 0 $ 0
State 2 2
Deferred:
Federal 169 0
State 0 0
__________ __________
Total provision $ 171 $ 2
========== ==========
7. Commitments And Contingencies
The Company has operating leases for certain of its facilities and
office equipment. The Company has capital leases with terms of 3
years for various of its farm vehicles. Future minimum lease
payments at May 31, 1996 are as follows:
(Amounts in thousands)
Capital Operating
Leases Leases
------- ---------
1996 $ 21 $ 245
1997 67 325
1998 67 323
1999 25 315
2000 and thereafter 900
_______ ________
Total future minimum
lease payments 180 $ 2,108
Less estimated executory ========
costs included in capital
leases ( 6)
_______
Net minimum lease payments 174
Less amount representing
interest ( 8)
_______
Present value of net
minimum lease payments under
capital leases $ 166
=======
Continued
<PAGE>
7. Commitments And Contingencies, Continued
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:
(Amounts in thousands)
1996 $ 472
1997 0
1998 0
1999 0
2000 and thereafter 0
________
$ 472
========
In 1994 the Company assigned its obligations under two settlement agree-
ments to a related party in consideration for a reduction in a note receiv-
able from the related party. The assignment requires the related party to
make settlement payments on behalf of the Company. The assignment does not
bar the plaintiffs from looking for satisfaction from the Company if the
related party fails to perform as required under the settlement. As of
June 3, 1996, 100% of this liability has either been paid or there are cash
funds on deposit collateralizing any unpaid portion.
8. 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 on
November 30, 1996. 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.
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 fiscal 1996 or 1995.
Continued
<PAGE>
9. Subsequent Event
On June 3, 1996, the Company, on its own behalf and for certain
affiliates, received a $3.8 million funding of a $4.8 million credit
facility. The proceeds were applied to retire underlying debt, and
for interim operating and harvest costs related to the 1996 table grape
crop. The obligation matures in 15 years with interest payable currently
at a rate of 7.79%. The net cash benefit to the Company will not be known
until a final crop accounting is rendered.
<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, 1995, has not changed significantly. However,
total assets have increased over 53% to $33.4 million, due primarily to
the acquisition of a $6.9 million note receivable from an affiliate,
advances to affiliates related to the San Antionio development, and
inventories pertaining to the 1996 table grape crop.
The Company's current ratio decreased to 1.59 at May 31, 1996 from
2.00 at August 31, 1995, primarily due to the use of short-term borrowed
funds for current crop year inventories and affiliate advances.
RESULTS OF OPERATIONS
Revenues
The Company's revenues are derived from two principal sources:
(i) farming operations (including packing and cold storage
services), and (ii) management and marketing of transitional land and other
partnerships. For the nine-months ended May 31, 1996, the Company's gross
revenues were slightly higher than the comparable nine-months ended
May 31, 1995, due primarily to higher table grape revenues from an earlier
maturing crop.
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.
Crop sales and other farm income were significantly higher for the
nine-months ended May 31, 1996 as compared to the comparable nine-months
ended May 31, 1995, due to the earlier maturing crop. Substantially all
of the Company's crop sales occur in the third and fourth quarters of the
fiscal year.
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 is 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>
The Company also earns fees related to its managed real-estate
operations. During the nine-months ended May 31, 1996, the Company
recognized $438,000 of development fees related to a managed golf-course
and real estate project located southeast of San Antonio, Texas. This
contributed to increasing overall management fee income by $357,000 over
the prior nine-months, to $851,000.
Other Income
Other income consists primarily of interest and other income.
The Company generates interest income from note receivables from certain
related partnerships, affiliates and third parties.
Other income decreased by $623,000 to $243,000 in the nine-months
ended May 31, 1996, due partially to reduced interest income resulting
from the collection of a $2,930,000 note receivable in January, 1996,
and nonrecurring income in the prior year related to the liquidaion of
affiliated partnerships due to forgiveness of franchise taxes on debts
assumed by the Company, and the repatriation of the Company's common stock.
Desert Valley Date
The Company owned a 50% general partnership interest in Desert
Valley Date prior to its sale in 1995. Equity in income of Desert
Valley Date was $305,000 for the nine-month period ended May 31, 1995,
compared to nothing for the nine months ended May 31, 1996, due to
non-ownership.
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 generally depressed real estate market, this income
source has been minimal, and future income will depend upon a real estate
market recovery and resultant land sales.
Operating Costs and Expenses
The Company's total operating costs and expenses were $2,160,000
and $1,459,000 for the nine months ended May 31, 1996, and May 31, 1995,
respectively. These costs and expenses include, among others, corporate
overhead expenses, farming costs and cost of crops sold.
Farming Costs and Cost of Crops Sold
Farming costs and costs of crops sold increased $614,000 in the
nine-month period ended May 31, 1996, as compared to the nine-month
period ended May 31, 1995, due to a larger portion of the earlier-maturing
crop being harvested in May versus June the previous year.
<PAGE>
Other Operating Expenses
Other operating expenses decreased $100,000 (20%) to $412,000 for
the nine months ended May 31, 1996, as compared to the nine months ended
May 31, 1995, due to overall decreased overhead costs and the deferral
of $175,000 of such costs relating to the San Antonio development
agreement.
Income from Operations
The Company posted decreased operating income of $416,000 for the
nine months ended May 31, 1996, as compared to $1,074,000 for the
comparable period ended May 31, 1995, primarily due to the absence of
income from Desert Valley Date combined with lower table grape margins
due to reduced yields on its Perlette variety.
Gain (loss) On Asset Sales
Gain (loss) on asset sales increased to a gain of $821,000 for the
nine months ended May 31, 1996 from a loss of $190,000 for the nine
months ended May 31, 1995 due to the gain on sale of the San Luis Obispo
vineyards and repurchase option of $830,000.
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 have
positioned the Company to obtain credit from more conventional, and less
costly sources, for which a $4.8 million credit facility is now in place,
with $3,780,000 having funded on June 3, 1996.
In 1992 the Company entered into two settlement agreements related to
civil lawsuits brought by investors. 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, 1994, a related party assumed
from the Company the two settlements in return for a reduction in a note it
owed to the Company. As of June 3, 1996, 100% of this liability has either
been paid or there are cash funds on deposit collateralizing any unpaid
portion.
On November 30, 1995 the Company sold, in a non-monetary transaction,
its San Luis Obispo vineyards and a related repurchase option to an
affiliated partnership for the entity's 50% interest in a farming
operation in Oregon. The transaction resulted in a gain of $830,000 and
also reduced advances due from an affiliated partnership by $508,000.
In January, 1996 the Company collected a $2,930,000 note
receivable and accrued interest which was due from a third-party.
<PAGE>
In addition to current liabilities of $9,385,000 at May 31, 1996,
the Company has $12,599,000 of long-term debt. However, long and short
term liquidity are expected to continue to improve due to:
(i) the successful completion of the 1996 table grape harvest which
should provide up to $10 million of revenues and (ii) the funding of the
$4.8 million credit facility coupled with a 1996 working capital line
with a bank or institution.
The Company also believes that it will realize future earnings as a
result of development fees related to the sale of affiliates' transitional
land properties, particularly from development fees derived from the San
Antonio project. 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.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
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
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 15, 1996 AMCOR CAPITAL CORPORATION
/S/FRED H. BEHRENS
Fred H. Behrens, Chairman and
Principal Executive and
Financial Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM THE FORM
10-QSB FOR THE QUARTER ENDED MAY 31, 1996 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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0
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