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Previous: AMERICAN TAX CREDIT PROPERTIES LP, 10-Q, 1996-02-13 |
Next: INTEGRA FINANCIAL CORP, SC 13G/A, 1996-02-13 |
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
FILED PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report(Date of Earliest Event Reported): November 30,1995
COMMISSION FILE NO. 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)
Inapplicable
-------------------------------------------------------
(Former name and address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On November 30, 1995, the Company acquired, in a non-monetary transaction,
a 50% interest in PS III Farms, L.L.C., an Oregon limited liability
company (L.L.C.) from an affiliated partnership in exchange for its residual
rights to certain wine grape vineyards located in San Luis Obispo County,
California. The wine grape vineyards were originally sold by the Company in
1993 to a third party at a bargain price with the Company receiving a
favorable repurchase option. For financial reporting purposes, that event was
treated as a financing transaction.
The purchase price of the investment in PS III Farms, L.L.C.
consisted of the following:
Net book value of assets transferred $1,087,013
Satisfaction of advance to affiliated entity 508,200
Gain on transaction 830,787
----------
$2,426,000
==========
The purchase price of the interest was equal to 50% of the fair market
value of PS III Farms' assets based upon a recent appraisal of its assets.
Reconcilation of AMCOR basis in investment to PS III Farms, L.L.C. members'
equity.
Basis per PS III Farms, L.L.C. members' equity $ 884,111
Step-up in basis to fair market value 1,541,889
---------
AMCOR basis in investment 2,426,000
=========
1
<PAGE>
Item 7. Financial Statements and Exhibits
(a.) Financial Statements of business acquired
P S III FARMS, L.L.C.
INDEX TO FINANCIAL STATEMENTS
-----------------
Page
----
Report of Independent Auditors 3
Financial Statements:
Balance Sheet - December 31, 1995 4
Statement of Operations
for the year ended December 31, 1995 5
Statement of Members' Equity
for the year ended December 31, 1995 6
Statement of Cash Flows
for the year ended December 31, 1995 7
Notes to the Financial Statements 9
All other schedules are omitted as the required information is
inapplicable or the information is presented in the financial statements
or related notes.
2
<PAGE>
REPORT OF INDEPENDENT AUDITORS
------------------------------
To the Members
PS III Farms, L.L.C.
We have audited the accompanying balance sheet of PS III Farms, L.L.C.
as of December 31,1995, the related statement of operations, members'
equity and cash flows for the year ended December 31, 1995. These
financial statements and schedules referred to below are the respon-
sibility of the Company's management. Our responsibility is to express
an opinion on these financial statements and schedules based on our audit.
We conducted our audit 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 audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of PS III Farms, L.L.C.
as of December 31, 1995, and the results of its operations and its cash
flows for the year ended December 31, 1995, in conformity with generally
accepted accounting principles.
KELLY & COMPANY
/s/ KELLY & COMPANY
- ------------------------
Newport Beach, California
February 12, 1996
3
<PAGE>
P S III FARMS, L.L.C.
BALANCE SHEET
December 31, 1995
<TABLE>
<CAPTION>
ASSETS
1995
------
<S> <C>
Current assets:
Cash $ 2,569
Property and equipment, net 3,777,368
Loan fees, net 65,368
----------
Total assets $3,845,305
==========
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Note payable, current portion $ 303,494
Note payable, net of current portion 2,526,506
----------
Total liabilities 2,830,000
Members' equity 1,015,305
----------
Total liabilities and members' equity $3,845,305
==========
</TABLE>
The accompanying notes are an integral part of the financial statements
4
<PAGE>
P S III FARMS, L.L.C.
STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
<S> <C>
Rental income $125,257
Operating costs and expenses:
Depreciation 204,763
Interest 175,257
Other operating expenses 14,308
---------
Total operating costs and expenses 394,328
---------
Net loss ($269,071)
=========
</TABLE>
The accompanying notes are an integral part of the financial statements
5
<PAGE>
P S III FARMS, L.L.C.
STATEMENT OF MEMBERS' EQUITY
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
Enterprise AMCOR Robert and
Packing Capital Linda
Company Corporation Mueller Total
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Capital contributed
at inception $3,237,845 - $ 276,940 $3,514,785
Capital contributed
during the year 2,000 - - 2,000
Member distributions (2,232,409) - - (2,232,409)
Transfer of interest in non-
monetary exchange (884,111) $ 884,111 - -
Net loss (123,325) (11,211) (134,535) (269,071)
---------- ------------ ---------- ----------
Balance at December 31, 1995 - $ 872,900 $ 142,405 $1,015,305
========== ============ ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements
6
<PAGE>
P S III FARMS, L.L.C.
STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
<S> <C>
Cash flows provided by (used in) operating activities:
Net (loss) ($ 269,071)
Adjustments to reconcile net (loss) to net cash
provided by operating activities:
Depreciation expense 204,763
Amortization 2,254
(Increase) in loan fees (67,622)
----------
Net cash (used in) operating activities (129,676)
----------
Cash flows (used in) investing activities:
Purchase of property and equipment (103,000)
----------
Net cash (used in) investing activities (103,000)
----------
Proceeds from cash flows provided by (used in) financing activities:
Proceeds from note payable 2,830,000
Repayment of notes payable (364,346)
Member contributions 2,000
Distribution to members (2,232,409)
----------
Net cash provided by in financing activites 235,245
Net increase (decrease) in cash 2,569
Cash at beginning of year 0
----------
Cash at end of year $2,569
==========
Supplemental Disclosure of Cash Flow Information
Cash paid during the year for: 1995
Interest $175,257
</TABLE>
The accompanying notes are an integral part of the financial statements
7
<PAGE>
P S III FARMS, L.L.C.
STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
Supplemental Schedule of Non-Cash
Investing and Financing Activities, Continued
<S> <C>
Assets contributed in non-cash transactions:
Assets acquired $3,879,131
Liabilities assumed ($364,346)
Capital contribution by members ($3,514,785)
The accompanying notes are an integral part of the financial statements
8
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
------------------------------------------
Operations and Revenue Recognition
----------------------------------
The Company is an Oregon limited liability company engaged in the
leasing of farm land. The Company recognizes revenue when payment is
received.
Cash and Equivalents
--------------------
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.
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.
Expenditures for normal maintenance and repairs are charged to income,
and significant improvements are capitalized. The cost and related
accumulated depreciation 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
----------------
Farm and irrigation equipment 20 years
Building 39 years
Loan Fees
---------
Certain costs of obtaining loans have been capitalized and are being
amortized over the life of the loan.
Continued
9
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies, Continued
-----------------------------------------------------
Income Taxes
------------
The Company is an Oregon limited liability company and has elected to
be taxed as a partnership. Therefore, no income tax provision has been
included in the financial statements because income or loss of the
Company is reported by the respective members for income tax purposes.
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.
2. Property and Equipment
----------------------
1995
----------
Property and equipment consists of the following:
Farm and irrigation equipment $3,879,060
Building 235,075
----------
4,114,135
Less: accumulated depreciation (969,853)
----------
3,144,282
Land 633,086
----------
$3,777,368
==========
Continued
10
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. Note Payable
------------
Note payable, secured by real property,
building and farm and irrigation equipment,
and guaranteed by the original members of
the Company with a variable interest rate of
Reuters Libor plus 2.75 (8.1375% at
November 30, 1995); and annual payments
of $383,087 due May 1 of each year
including the due date May 1, 2000. $2,830,000
Less current maturities (303,494)
----------
$2,526,506
==========
Maturities of notes payable for the fiscal years ending December 31
1996 $303,494
1997 174,317
1998 188,721
1999 204,316
2000 1,959,152
The Company was in compliance with all covenants of the loan at year
end.
4. 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 determined 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
Continued
11
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. Disclosures about Fair Values of Financial Instruments, Continued
-----------------------------------------------------------------
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 and current maturity of long term debt are
reported in the balance sheet at approximate fair value due to the
short term maturities of these instruments.
Long term debt:
The fair value is estimated by determining the net present value of
future payments. The carrying amount on the balance sheet approximates
the fair value of the debt since the loan has a variable interest rate.
Continued
12
<PAGE>
(b) Pro forma financial information
The accompanying unaudited pro forma balance sheet and statements of
operations reflect the consolidated financial position and operations
of AMCOR Capital Corporation and Subsidiaries as of August 31, 1995
and its operations for the year ended August 31, 1995. Each of these
pro forma financial statements reflect the purchase of a 50% interest
in PS III Farms, L.L.C.
The pro forma balance sheet at August 31, 1995 assumes that the
purchase of a 50% interest in PS III Farms, L.L.C. occurred on that
date. The pro forma statement of operations of the year ended August
31, 1995 assumes that this purchase was completed on September 1,
1994.
The pro forma financial information is not necessarily indicative of
the results which actually would have occurred had the transactions
been in effect on the dates and for the period indicated or which may
result in the future.
Continued
13
<PAGE>
AMCOR CAPITAL CORPORATION
PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
August 31, 1995
</TABLE>
<TABLE>
<CAPTION>
ASSETS
Company Adjustments Pro Forma
---------- ----------- ----------
<S> <C> <C> <C>
Current assets:
Cash and equivalents $1,809,262 $1,809,262
Accounts receivable 159,669 159,669
Advances due from affiliates 3,249,369 (A) (508,200) 2,741,169
Notes receivable, other 3,699,926 3,699,926
Inventories 425,225 425,225
Prepaids and deposits 23,699 23,699
Accrued interest 143,586 143,586
---------- ----------- ----------
Total current assets 9,510,736 (508,200) 9,002,536
Property and equipment 10,475,182 (A)(2,365,406) 8,109,776
Notes receivable:
Affiliated partnerships and
related parties 262,000 262,000
Other 1,145,179 1,145,179
Investments 314,329 (A) 2,426,000 2,740,329
---------- ----------- ----------
Total assets $21,707,426 ($447,606) $21,259,820
========== =========== ==========
Current liabilities:
Accounts payable $2,683,153 $2,683,153
Advances 957,422 957,422
Notes payable, affiliates - -
Notes payable, other 344,900 344,900
Income taxes, payable 12,281 12,281
Accrued interest 178,996 178,996
Deposits 1,278,392 (A)(1,278,392) -
---------- ----------- ----------
Total current liabilities 5,455,144 (1,278,392) 4,176,752
Notes payable:
Affiliated partnerships 2,218,150 2,218,150
Other 3,326,750 3,326,750
Shareholders' equity 10,707,382 (A) 830,786 11,538,168
---------- ----------- ----------
Total liabilities and
shareholders' equity $21,707,426 ($447,606) $21,259,820
========== =========== ==========
</TABLE>
Continued
14
<PAGE>
AMCOR CAPITAL CORPORATION
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Year Ended August 31, 1995
<TABLE>
<CAPTION>
Company Adjustments Pro Forma
---------- ----------- ----------
<S> <C> <C> <C>
Revenues:
Crop sales and other farm income $9,477,397 - $ 9,477,397
Management and other fees 923,103 - 923,103
Equity in income (loss) of investees 216,208 (B)($134,535) 81,673
Other operating income 969,182 - 969,182
---------- ----------- -----------
11,585,890 (134,535) 11,451,355
---------- ----------- -----------
Operating costs and expenses:
Farming costs and cost of crops sold 8,702,185 - 8,702,185
Other operating expenses 710,372 - 710,372
Wages and salaries 663,779 - 663,779
Depreciation expense 378,778 - 378,778
---------- ----------- -----------
9,825,114 - 9,825,114
---------- ----------- -----------
Income from operations 1,760,776 - 1,626,241
---------- ----------- -----------
Other income (expense):
Gain on sale of assets 135,865 - 135,865
Interest expense (711,039) - (711,039)
---------- ----------- -----------
(575,174) - (575,174)
Income before income taxes 1,185,602 - 1,051,067
Provision for income taxes 12,281 - 12,281
---------- ----------- -----------
Net income $1,173,321 ($134,535) $1,038,786
========== =========== ===========
</TABLE>
Continued
15
<PAGE>
AMCOR CAPITAL CORPORATION
NOTES TO PRO FORM FINANCIAL STATEMENTS (UNA)
August 31, 1995
A. To record acquisition of 50% interest in P S III Farms, L.L.C. at
November 30, 1995.
B. To record AMCOR share of loss from P S III Farms, L.L.C.
16
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
AMCOR CAPITAL CORPORATION
-------------------------------
(Registrant)
Dated: February 13, 1996
by: /s/ Fred H. Behrens
-------------------------------
Fred H, Behrens, Chairman of the
Vice President of Finance and
Board and Chief Executive Officer
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