-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rjy5UJLx/K513U1MFUq62HezHcJOCThDdd5khIR1jNgHpo+6JO68Q/dnBFCmJEmK Aa4ydMpvT/a1CEQkzglIjA== 0000760612-97-000009.txt : 19970401 0000760612-97-000009.hdr.sgml : 19970401 ACCESSION NUMBER: 0000760612-97-000009 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970331 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDIAN RIVER CITRUS INVESTORS LTD PARTNERSHIP CENTRAL INDEX KEY: 0000760612 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 042859087 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-14559 FILM NUMBER: 97569716 BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: C/O FIRST WINTHROP CORPORATION CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6173308600 MAIL ADDRESS: STREET 1: C/O FIRST WINTHROP CORP STREET 2: ONE INTERNATIONAL PLACE CITY: BOSTON STATE: MA ZIP: 02110 10KSB 1 INDIAN RIVER CITRUS INVESTORS LTD PRT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10KSB Annual Report Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934 Commission File For the year ended December 31, 1996 Number 2-95219 -------------------- ------- INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (Exact name of small business issuer as specified in its charter) Massachusetts 04-2859087 (State of organization) (IRS Employer Identification No.) One International Place, Boston, Massachusetts 02110 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (617) 330-8600 -------------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Units of Limited Partnership Interest (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] Registrant's revenues for its most recent fiscal year were $4,737,398. No market exists for the limited partnership interests of the Registrant, and, therefore, no aggregate market value can be computed. Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ___ No ___ DOCUMENTS INCORPORATED BY REFERENCE Part of the Form 10-KSB Document Incorporated by Reference I The Registrant's Prospectus dated December 16, 1985 Transitional Small Business Disclosure Format: Yes ___ No X PART I Item 1. Description of Business. Indian River Citrus Investors Limited Partnership (the "Registrant" or the "Partnership") was organized under the Revised Uniform Limited Partnership Act of the Commonwealth of Massachusetts on December 24, 1984 for the purpose of owning and operating a commercial citrus grove located near Stuart, Martin County, Florida. The Registrant was initially capitalized with a contribution of $1,000 from Winthrop Agricultural Management II, Inc. (the "General Partner"), the general partner of the Partnership. The General Partner is a Massachusetts corporation wholly-owned by Winthrop Financial Associates, A Limited Partnership, a Maryland limited partnership ("WFA"). See "Change in Control". On January 9, 1985, the Registrant filed a Registration Statement on Form S-1 (SEC File No. 2-95219) (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to a public offering of 25,000 units of limited partnership interest ("Units") in the Registrant which was amended by Amendment No. 3 thereto to reduce the size of the offering to 15,500 Units at a purchase price of $1,000 per Unit (as so amended, the "Registration Statement"). The Registration Statement was declared effective on December 16, 1985. The offering terminated on March 31, 1986, at which time 15,500 Units representing $15,500,000 of capital contributions from Limited Partners, had been subscribed for. The Registrant's only business is owning and operating a commercial citrus grove consisting of approximately 3,150 acres of land and related improvements and equipment located near Stuart, Martin County, Florida (the "Grove" or "Property"). The Grove and the Registrant's financing arrangements therefor are described at pages 19-20 and 38-41 under the captions "The Grove" and "Acquisition of the Grove and Financing Arrangements," in the Registrant's Prospectus dated December 16, 1985 (the "Prospectus") contained in the Registration Statement, which description is incorporated herein by this reference. The Registrant's business is described at pages 22-36 of the Prospectus under the caption "Business", which description is incorporated herein by this reference. The two mortgages encumbering the Grove were scheduled to mature on January 31, 1996. Due to the unpredictable nature of fruit prices which are affected by many factors outside the control of the Registrant such as weather conditions and supply and demand, over the past eight years the Registrant's net cash flow has fluctuated from a low of $509,000 to a high of $4,500,000. Beginning in 1990, the average cash flow (under $1,500,000) was insufficient to service total debt service at maturity. As a result, starting in November 1995, the Partnership entered into discussions with the first mortgage holder, NationsBank of Florida ("Nations") and the second mortgage holder, Caulkins Citrus Company ("Caulkins"), in an attempt to renegotiate the debt. At December 31, 1995 and 1996, the total debt encumbering the Grove was approximately $22.9 million. Nations granted the Partnership a four month extension on the maturity to enable the Partnership to engage in discussions with Caulkins. After extensive discussions, Caulkins, without notice, terminated negotiations in February 1996 by declaring a default, commencing foreclosure proceedings and obtaining a court order to appoint a receiver to collect revenues and take over control of the Grove. In December 1996, an affiliate of Caulkins purchased and took assignment of the bankruptcy claim of Nations. As a result, Caulkins and its affiliate hold both the first and second mortgages on the Grove. On March 4, 1996, the Partnership filed for protection under Chapter 11 of the United States Bankruptcy Act in the Federal District Court for the State of Florida, Southern District (Case No. 96-30843-BKC-SHF). The General Partner determined to seek to reorganize under the Bankruptcy Act in order to attempt to maximize the value of the Registrant's assets. In connection with the bankruptcy filing, the Partnership resumed legal possession of the Grove and its accounts, and the receiver was removed. The Partnership submitted its plan of reorganization to the Bankruptcy Court but was unable to obtain the necessary votes to have its plan of reorganization approved by the Court. As a result, the Partnership was forced to withdraw its plan of reorganization and the Partnership's creditors are now able to submit their own plans to the Court. Consequently, the Partnership will lose the Grove through foreclosure. The Partnership believes, however, that any plan confirmed by the Court may not require the Partnership to disgorge all of its cash. There can be no assurance, however, that the Partnership will be able to retain its cash. If the Grove is foreclosed upon, the Partnership will be dissolved and its remaining cash after establishment of sufficient reserves, if any, will be distributed to its partners. A hearing is scheduled for April 9, 1997 to determine all remaining issues involved in the Bankruptcy. The Registrant sells most of its product pursuant to an agreement with a citrus processing plant. Under this agreement, the Registrant is obligated to sell 90% of the Groves harvested fruit at variable prices, but in no event less than $1.00 per pound solid. Employees The Registrant has no employees. The Grove is managed by a third party management company for a fixed fee of $148,400 (indexed to the consumer price index) per year plus incentive fees. Incentive fees of $64,764 and $52,398 were paid for the years ended December 31, 1996 and 1995 respectively. Partnership Agreement Amendment In August 1995, the Managing General Partner amended Section 12.4 of the Registrant's partnership agreement to clarify and remove any ambiguities pertaining to the requirements for calling and voting at a meeting of Investor Limited Partners, or taking action by written consent of partners in lieu thereof. Such requirements include, among other matters, that any action by written consent may be initiated only by the General Partner or by one or more Investor Limited Partners holding not less than 10% of the outstanding Units. Change in Control On December 22, 1994, pursuant to an Investment Agreement entered into among Nomura Asset Capital Corporation ("NACC"), Mr. Arthur J. Halleran Jr. and certain other individuals who comprised the senior management of WFA, Mr. Halleran, the sole general partner of Linnaeus Associates Limited Partnership ("Linnaeus"), the sole general partner of WFA, transferred the general partnership interest in Linnaeus to W.L. Realty, L.P. ("W.L. Realty"). W.L. Realty is a Delaware limited partnership, the general partner of which was, until July 18, 1995, A.I. Realty Company, LLC ("Realtyco"), an entity then owned by certain employees of NACC. On July 18, 1995 Londonderry Acquisition II Limited Partnership ("Londonderry II"), a Delaware limited partnership, and affiliate of Apollo Real Estate Advisors, L.P. ("Apollo"), acquired, among other things, Realtyco's general partner interest in W.L. Realty and a sixty four percent (64%) limited partnership interest in W.L. Realty, and the general partnership interest in the Associate General Partner. As a result of the foregoing acquisitions, Londonderry II is the sole general partner of W.L. Realty which is the sole general partner of Linnaeus, and which in turn is the sole general partner of WFA. As a result of the foregoing, effective July 18, 1995, Londonderry II, an affiliate of Apollo, became the controlling entity of the General Partner. In connection with the transfer of control, the officers and directors of the General Partner resigned and Londonderry II appointed new officers and directors. See Item 9, "Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act. Item 2. Description of Properties. The Registrant owns no properties other than the Grove which is described under Item 1 above. Set forth below is a table showing the gross carrying value and accumulated depreciation and federal tax basis of the Property as of December 31, 1996: Gross Carrying Accumulated Federal Value Depreciation Rate Method Tax Basis $24,469,930 $6,738,967 5-30 S/L $7,057,565
The realty tax rate and realty taxes paid for the Grove in 1996 were $18.1381/1000 or $157,336, respectively. Item 3. Legal Proceedings. The Registrant is not a part, nor are any of its properties subject, to any material pending legal proceedings except for the bankruptcy filing discussed in Item 1 above. Item 4. Submission of Matters to a Vote of Security Holders. No matter was submitted to a vote of security holders during the period covered by this report. PART II Item 5. Market for the Registrant's United Limited Partnership Interests and Related Security Holder Matters. (a) Market Information. The Registrant is a partnership and thus has no common stock. There is no active market for the Units. Trading in the Units is sporadic and occurs solely through private transactions. (b) Holders. As of March 1, 1997, there were 1,391 holders of record who owned the 15,500 outstanding Units. (c) Distributions. No distributions from operations were made during the years ended December 31, 1996 and 1995. See Item 6, "Management's Discussion and Analysis or Plan of Operation" for a discussion of Registrant's financial ability to make distributions. Item 6. Management's Discussion and Analysis or Plan of Operation. Liquidity and Capital Resources The two mortgages encumbering the Grove were scheduled to mature on January 31, 1996. Due to the unpredictable nature of fruit prices which are affected by many factors outside the control of the Registrant such as weather conditions and supply and demand, over the past eight years the Registrant's net cash flow has fluctuated from a low of $509,000 to a high of $4,500,000. Beginning in 1990, the average cash flow (under $1,500,000) was insufficient to service total debt service at maturity. As a result, starting in November 1995, the Partnership entered into discussions with the first mortgage holder, NationsBank of Florida ("Nations") and the second mortgage holder, Caulkins Citrus Company ("Caulkins"), in an attempt to renegotiate the debt. At December 31, 1996, the total debt encumbering the Grove was approximately $22.9 million. Nations granted the Partnership a four month extension on the maturity to enable the Partnership to engage in discussions with Caulkins. After extensive discussions, Caulkins, without notice, terminated negotiations in February 1996 by declaring a default, commencing foreclosure proceedings and obtaining a court order to appoint a receiver to collect revenues and take over control of the Grove. In December 1996, an affiliate of Caulkins purchased and took assignment of the bankruptcy claim of Nations. As a result, Caulkins and its affiliate hold both the first and second mortgages on the Grove. On March 4, 1996, the Partnership filed for protection under Chapter 11 of the United States Bankruptcy Act in the Federal District Court for the State of Florida, Southern District (Case No. 96-30843-BKC-SHF). The General Partner determined to seek to reorganize under the Bankruptcy Act in order to attempt to maximize the value of the Registrant's assets. In connection with the bankruptcy filing, the Partnership resumed legal possession of the Grove and its accounts, and the receiver was removed. The Partnership submitted its plan of reorganization to the Bankruptcy Court but, as a result of the Grove's value being less than the existing debt, was unable to obtain the necessary votes to have its plan of reorganization approved by the Court. As a result, the Partnership was forced to withdraw its plan of reorganization and the Partnership's creditors are now able to submit their own plans to the Court. Consequently, the Partnership will lose the Grove through foreclosure. The Partnership believes, however, that any plan confirmed by the Court may not require the Partnership to disgorge all of its cash. There can be no assurance, however, that the Partnership will be able to retain its cash. If the Grove is foreclosed upon, the Partnership will be dissolved and its remaining cash after establishment of sufficient reserves, if any, will be distributed to its partners. A hearing is scheduled for April 9, 1997 to determine all remaining issues involved in the Bankruptcy. Cash and cash equivalents at December 31, 1996 were $4,330,081 and compared to $2,676,875 at December 31, 1995. The increase is a result of the retention of the annual second mortgage payment which was not paid in 1996 due to the bankruptcy filing. Cash generated from operating activities was $1,653,154 as compared to cash used in operating activities of $435,400 in the prior year. Increases and decreases of cash and cash equivalents from year to year are typically due to differences in timing of the harvesting of the crop. Accounts receivable at December 31, 1996 of $197,822 decreased compared to the December 31, 1995 balance of $329,413. Accounts receivable consist of amounts due for fruit harvested as of December 31st for which the cash will not be received until after January 1st. Inventory (fruit remaining on trees) at December 31, 1996, decreased to $1,275,164 as compared to $1,792,035 at December 31, 1995. Inventory includes a portion of the inventoriable horticultural care and depreciation costs for the calendar year. The other portion of such costs is allocated to cost of sales for fruit harvested in the same year but which were not included in inventory the prior year. Results of Operations Seasonal revenues are not comparable to calendar year revenue due to the nature of the Grove's business insofar as the harvesting of a single season's crop is not completed within a single calendar year and due to the timing differences of final settlements. Nevertheless, net loss of the Registrant decreased from $1,780,419 for the year ended December 31, 1995 to $432,844 for the year ended December 31, 1996. The reduction in net loss is primarily attributable to the Registrant's reduction in expenses due to the bankruptcy proceedings. The Registrant reduced its interest expense for the year ended December 31, 1996 as compared to the year ended December 31, 1995 by $1,286,000. Interest expense was reduced due to the Registrant's stopping of payments under its existing indebtedness. The reduction in harvesting expenses was due to timing of payments from harvesting of the 1995-1996 crop and the 1996-1997 crop. These reductions were partially offset by a reduction of fruit sales from $5,052,504 in 1995 to $4,737,398 in 1996 and an increase in cost of fruit sales from $2,272,638 in 1995 to $2,329,564 in 1996. In addition, general and administrative expenses increased by $104,980 in 1996 as compared to 1995. The increase in general and administrative expense is due to additional costs associated with the Registrant's bankruptcy proceeding. Cost of fruit sales consists of (1) a portion of the inventoriable horticultural care and depreciation costs for the current calendar year, which is not allocated to inventory (fruit remaining on trees) for the current calendar year and (2) the portion of such inventoriable costs which was allocated to inventory for the prior year. The total production expenditures for a calendar year generally fluctuate only for changes in required horticultural care; accordingly, cost of goods sold is heavily influenced by the portions of current and prior year crops picked during a given reporting period. This accounts for the bulk of the increase in the 1996 costs of good sold. Item 7. Financial Statements INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (Debtor-in-Possession) FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT DECEMBER 31, 1996 AND 1995 INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (Debtor-in-Possession) FINANCIAL STATEMENTS INDEX FINANCIAL STATEMENTS INDEPENDENT AUDITORS' REPORT BALANCE SHEETS AS OF DECEMBER 31, 1996 AND 1995 STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIENCY) FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 NOTES TO FINANCIAL STATEMENTS INDEPENDENT AUDITORS' REPORT To the Partners of Indian River Citrus Investors Limited Partnership (Debtor-in-Possession) We have audited the accompanying balance sheets of Indian River Citrus Investors Limited Partnership (a Massachusetts limited partnership) (Debtor-in-Possession) as of December 31, 1996 and 1995, and the related statements of operations, partners' capital (deficiency) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express or disclaim an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 1995, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. As discussed in Note 1, the Partnership has filed for reorganization under Chapter 11 of the Federal Bankruptcy Code. The accompanying financial statements do not purport to reflect or provide for the consequences of the bankruptcy proceedings. In particular, such financial statements do not purport to show (a) as to assets, their realizable value on a liquidation basis or their availability to satisfy liabilities; (b) as to pre-petition liabilities, the amounts that may be allowed for claims or contingencies, or the status and priority thereof; (c) as to partner accounts, the effect of any changes that may be made in the capitalization of the Partnership; or (d) as to operations, the effect of any changes that may be made in its business. The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Note 1, the Partnership's recurring losses from operations, negative working capital, and partner capital deficiency raise substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also discussed in Note 1. The financial statements do not include adjustments that might result from the outcome of the uncertainties referred to herein and in the preceding paragraph. Because of the possible material effects of the uncertainties referred to in the two preceding paragraphs, we are unable to express and we do not express an opinion on the financial statements for 1996. /s/Deloitte & Touche LLP Orlando, Florida March 21, 1997 INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION) BALANCE SHEETS DECEMBER 31, 1996 AND 1995 ASSETS 1996 1995 ----------- -------- Current Assets: Cash and cash equivalents (Note 2)................................ $ 4,330,081 $ 2,676,875 Accounts receivable (Note 3)...................................... 197,822 329,413 Inventory (Note 2)................................................ 1,275,164 1,792,035 Other assets...................................................... 27,180 64,660 -------------- -------------- Total current assets.............................................. 5,830,247 4,862,983 Property, net (Notes 2 and 4)......................................... 17,730,963 18,401,799 Deferred financing costs (Note 5).................................... - 4,692 ------------------- ---------------- $23,561,210 $23,269,474 =========== =========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY) Liabilities Not Subject to Compromise: Current Liabilities: Notes payable (Note 6)............................................$ - $ 22,869,735 Accrued interest.................................................. - 767,970 Other accrued liabilities (including accrued liabilities to related parties totaling $236,022 and $61,793 in 1996 and 1995, respectively................... 395,066 183,510 ------------ ------------ Total current liabilities......................................... 395,066 23,821,215 Liabilities Subject to Compromise (Note 7)............................ 24,150,729 - ----------- -------------- Total Liabilities 24,545,795 23,821,215 ----------- ---------- Partners' Capital (Deficiency): (Note 1) Limited Partners, $1,000 stated value per Unit; 15,500 Units authorized, issued and outstanding in 1996 and 1995 264,478 654,038 General partner................................................... (1,249,063) (1,205,779) ------------ ----------- Total partners' deficiency........................................ (984,585) (551,741) ------------- ------------ $ 23,561,210 $23,269,474 ============ ===========
The accompanying notes are an integral part of these inancial statements. INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION) STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 1996 1995 ---- ---- Fruit Sales Fruit sales (Notes 2 and 11)........................ $ 4,737,398 $ 5,052,504 Less harvesting expenses............................. 1,151,867 1,351,243 ----------- ------------ Net fruit sales...................................... 3,585,531 3,701,261 Cost of fruit sales (Note 2)................................. 2,329,564 2,272,638 ------------ ------------ Operating margin.............................................. 1,255,967 1,428,623 ------------ ------------ Interest income.............................................. 125,708 158,095 Expenses: Interest expense (Note 1)............................ 920,029 2,614,444 Grove management fees (Note 10)..................... 227,589 212,905 Partnership management fees (Note 9)................. 336,000 336,140 Real estate taxes.................................... 157,336 68,129 Amortization (Notes 5)............................... 4,692 45,665 General and administrative........................... 80,381 80,381 Depreciation (Notes 2 and 4)......................... - 9,473 ----------------- --------------- Total................................................ 1,726,027 3,367,137 ---------- ------------ Earnings before reorganization items......................... (344,352) (1,780,419) ------------ ----------- Reorganization items: General and administrative........................... (104,980) - Interest earned on accumulated cash.................. 16,488 - -------------- ----------------- (88,492) - -------------- ----------------- Net loss (Note 12)............................................ $ (432,844) $(1,780,419) ============ ============ Net loss allocated to General Partner......................... $ (43,284) $ (178,042) ============= ============= Net loss allocated to Limited Partners........................ $ (389,560) $(1,602,377) ============ ============ Net loss per Unit of Limited Partnership ..................... Interest (Note 8).................................... $ (25.13) $ (103.38) ============== ==============
The accompanying notes are an integral part of these inancial statements. INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION) STATEMENTS OF PARTNERS' CAPITAL (DEFICIENCY) FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 Units of General Total Limited Limited Partners' Partners' Partnership Partners' Capital Capital Interest Capital (Deficiency) (Deficiency) Balance, December 31, 1994 15,500 $2,256,415 $ (1,027,737) $ 1,228,678 Net loss (1,602,377) (178,042) (1,780,419) ----------- ----------- --------- ----------- Balance, December 31, 1995 15,500 654,038 (1,205,779) (551,741) Net loss (389,560) (43,284) (432,844) ------------ ----------- -------------- ----------- Balance, December 31, 1996 15,500 $ 264,478 $(1,249,063) $ (984,585) ====== =========== =========== ==========
The accompanying notes are an integral part of these inancial statements. INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION) STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 1996 1995 ------------ -------- Cash flow provided by (used in) operating activities: Cash received from customers $ 4,868,989 $ 4,822,193 Cash paid to suppliers (2,827,264) (3,643,410) Interest received 125,708 166,038 Interest paid (449,555) (1,780,221) ----------- ----------- Net cash provided by (used in) operating activities before reorganization items 1,717,878 (435,400) ------------ ------------- Operating cash flows from reorganization items: Interest received on cash accumulated because of the Chapter 11 proceeding 16,488 - Cash paid to suppliers during reorganization (81,160) - ------------- ------------ Net cash provided by reorganization items (64,672) - ------------- ----------- Net cash provided by (used in) operating activities 1,653,206 (435,400) ----------- ----------- Cash flow used in investing activities: Capital expenditures - (12,353) ----------------- ----------- Net cash used in investing activities - (12,353) ----------------- ----------- Net increase (decrease) in cash and cash equivalents 1,653,206 (447,753) Cash and cash equivalents, beginning 2,676,875 3,124,628 ----------- ----------- Cash and cash equivalents, ending $4,330,081 $2,676,875 ========== ==========
The accompanying notes are an integral part of these inancial statements. INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION) STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 (CONTINUED) 1996 1995 --------------- --------- Reconciliation of net loss to net cash provided by (used in) operating activities: Net loss...................................................... $ (432,844) $(1,780,419) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization....................... 4,692 55,138 Decrease (increase) in: Accounts receivable.............................. 131,591 (230,311) Inventory......................................... 516,871 (22,919) Other assets.................................... 37,480 (15,904) Increase (decrease) in: Accrued interest..................................... - (418,652) Other liabilities................................. 211,556 59,304 Postpetition payables and other liabilities................... 513,024 - Depreciation capitalized to inventory......................... 670,836 665,488 Accrued interest on refinanced notes payable.............................................. - 1,252,875 ------------------ ------------- Net cash provided by (used in) operating activities........... $ 1,653,206 $ (435,400) =========== ===========
The accompanying notes are an integral part of these financial statements. INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP(DEBTOR-IN-POSSESSION) NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 1. ORGANIZATION AND BANKRUPTCY Indian River Citrus Investors Limited Partnership (Debtor-in-possession) (the "Partnership") was organized in December 1984 under the Uniform Limited Partnership Act of the Commonwealth of Massachusetts to acquire from Caulkins Citrus Company, Limited approximately 3,150 gross acres of land located in Martin County, Florida, and to operate a commercial citrus grove (the "Grove") for the production of oranges. The Partnership will terminate on December 31, 2010, or sooner, in accordance with the terms of the Limited Partnership Agreement (the "Agreement"), as amended November 13, 1985. In accordance with the Agreement, as amended, net income or net losses, tax credits and net cash flow, as defined, are generally allocated 99% to the Limited Partners and 1% to the General Partner for the period ended December 31, 1985, and 90% to the Limited Partners and 10% to the General Partner, thereafter. Gains, losses and proceeds from capital transactions are generally allocated 70% to the Limited Partners and 30% to the General Partner. These allocations are subject to certain priority returns to the Limited Partners, as defined in the Agreement. The two mortgages encumbering the property were scheduled to mature on January 31, 1996. The holder of the first mortgage, NationsBank, granted the Partnership a four month extension on the maturity to enable the Partnership to negotiate with the second mortgage holder, Caulkins Citrus Company (Caulkins). In February 1996, Caulkins broke off negotiations and commenced foreclosure proceedings, obtaining a court order to appoint a receiver to collect revenues and take control of the Grove. On March 4, 1996 the Partnership filed a voluntary petition in the Circuit Court of the 19th Circuit in and for Martin County, Florida seeking to reorganize the Grove under Chapter 11 of the Bankruptcy Code. The Partnership submitted its plan of reorganization to the Bankruptcy Court but was unable to obtain the necessary votes to have its plan of reorganization approved by the Court. As a result, the Partnership was forced to withdraw its plan of reorganization, and the Partnership's creditors are now able to submit their own plans to the Court. The Partnership expects to lose the Grove through foreclosure. Upon foreclosure, the Partnership will be dissolved and its remaining cash after establishment of sufficient reserves, if any, will be distributed to its partners. The Partnership received approval from the Bankruptcy Court to pay or otherwise honor certain of its prepetition obligations, including interest payable on the first mortgage. Interest on he second mortgage was stayed as of the petition date and therefore, the Partnership has discontinued accruing interest on this obligation. Unrecorded interest for the post petition period in excess of reported interest is approximately $1,286,000. INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION) NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 1. ORGANIZATION AND BANKRUPTCY (continued) The financial statements contained herein have been prepared in accordance with generally accepted accounting principles applicable to a going concern and do not purport to reflect or to provide for all consequences of the ongoing Chapter 11 reorganization case. As noted above, the Partnership may be unable to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities that might be necessary should the Partnership be unable to continue as a going concern. Due to the events described above, the continued operations of the Grove cannot be determined. The financial statements contained herein may not be indicative of the results of future operations or financial position of the Partnership. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Fruit Sales - Fruit sales are recognized when fruit is delivered to processors. Sales are comprised of advances received for fruit delivered during the fruit season and the receipt of any final settlements, 90% of which are received by December 31 of the year in which harvesting is completed. Inventory - Inventory consists of fruit remaining on the trees at December 31, 1996 and 1995. Inventory is valued at the lower of cost or market. Inventory cost includes caretaking costs and inventoriable depreciation at December 31, 1996 and 1995, which are both allocated between fruit harvested and fruit remaining on the trees. Market value was determined by utilizing crop estimates, specified minimum contract prices and quoted market prices reported by the Florida Citrus Processor's Association. Property - The Partnership provides for depreciation on the grove and improvements, the building and the trucks using the straight-line method over estimated useful lives of 30 years, 10 years and 5 years, respectively. Depreciation expense of $0 and $9,473 was recognized on the building during the years ended December 31, 1996 and 1995, respectively. Depreciation of the grove and improvements and trucks is included in inventory and ultimately charged to cost of fruit sales as the fruit is harvested and sold. Depreciation of $670,784 and $665,488 was included in inventory for the years ended December 31, 1996 and 1995, respectively. Maintenance, repairs and minor renewals are charged to expense as incurred while major renewals and betterments are capitalized. INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION) NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Income Taxes - Since the Partnership is not a taxable entity, the revenues and expenses flow through to the partners for tax purposes. The tax returns and the amount of distributable Partnership income or loss are subject to examination by the federal and state taxing authorities. If such examinations result in changes to distributable partnership income or loss, the tax liability of the partners would be changed accordingly. Statement of Cash Flow - The Partnership considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The majority of cash and cash equivalents are in excess of federal deposit insurance coverage at December 31, 1996 and 1995. Financial Instruments - The estimated fair values of cash, receivables and other accrued liabilities held by the Partnership approximate carrying values. Due to the bankruptcy filing, it is not practical to estimate the fair value of liabilities subject to compromise. Concentration of Credit Risk - Financial instruments which potentially expose the Partnership to concentration of credit risk consist primarily of temporary cash investments. The Partnership's policy is to place temporary cash investments with high credit quality financial institutions. The Partnership's cash investments consist of bank deposits and money market funds. Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of the revenues and expenses during the reporting period. Actual results could differ from those estimates. Recently Issued Accounting Standards-In March, 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121 ("FAS 121"), Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, effective for fiscal years beginning after December 15, 1995. FAS 121 requires that long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. On a going concern basis, no impairment of the grove is indicated. However, the financial statements do not include any adjustments relating to recoverability which may be a consequence of the ongoing Chapter 11 case. INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION) NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 3. ACCOUNTS RECEIVABLE Accounts receivable consist of amounts due for fruit harvested and are carried at net realizable value. Net realizable value was calculated based on the fruit delivered utilizing spot and contract market prices published by the Florida Citrus Processor's Association per the terms of the fruit purchase agreements. As of December 31, 1996 and 1995, there was no provision for doubtful accounts. 4. PROPERTY At December 31, property consists of the following: 1996 1995 ------------ -------- Land ............................................... $ 5,225,071 $ 5,225,071 Grove and improvements................................... 19,119,148 19,106,795 Building ....................................... 94,732 94,732 Trucks ............................................... 30,979 30,979 -------------- -------------- Total ............................................... 24,469,930 24,469,930 Less accumulated depreciation............................ (6,738,967) (6,068,131) ------------ ------------ Property - net........................................... $17,730,963 $18,401,799 =========== ===========
5. DEFERRED FINANCING COSTS Deferred financing costs consist of costs associated with obtaining financing and are amortized on a straight-line basis over the lives of the related debt. Deferred financing costs at December 31, 1996 and 1995 are net of accumulated amortization of $119,464 and $114,772, respectively. Amortization of deferred financing costs of $4,692 and $45,665 has been recognized in the accompanying financial statements for the years ended December 31, 1996 and 1995, respectively. INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION) NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 6. NOTES PAYABLE Notes payable of the Partnership at December 31, 1996 and 1995 were as follows: 1996 1995 ---- -------- ---- ---- Note payable to NationsBank of Florida dated April 12, 1993. Interest paid monthly at the bank's prime rate less 1% (ranging from 5% to 8%). Principal and accrued interest were due on January 31, 1996. The note is collateralized by a first mortgage on the Grove property and $2,000,000 is guaranteed by the General Partner. The note was purchased in December 1996 by ABU, Inc., an affiliate of Caulkins Citrus Company (see Note 7). $8,000,000 $8,000,000 Purchase money second mortgage note payable at 10% to Caulkins Citrus Company, Limited dated December 31, 1985. Annual payments due beginning January 31, 1987, based on the lesser of $500,000 for each of the first three years ($1,000,000 for each year of the next four years) or available cash flow, as defined. Any accrued but unpaid interest for any year will be added to the principal balance as of the annual date. At no time shall the total principal exceed $17,500,000. Principal and accrued interest thereon were due on or before January 31, 1996. This note is collateralized by a second mortgage on the Grove property (see Note 7). 14,869,735 14,909,826 Less discount on the purchase money second mortgage note adjusting the stated interest rate to 14.5% (estimated fair market rate on the date of the note) (40,091) --- Notes payable $22,869,735 $22,869,735 =========== =========== The discount on the purchase money second mortgage note was calculated based on the projected principal balance assuming payments based on the Partnership's projected cash flow, as defined. The amortized discount approximates the effective interest rate method. The borrower's incremental borrowing rate used to discount the projected note payments was that assumed for similar debt as of the date of issuance (i.e. 14.5%).
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION) NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 7. LIABILITIES SUBJECT TO COMPROMISE Liabilities subject to compromise at December 31, 1996 consist of the following: First mortgage on property (see Note 6) $ 8,000,000 Accrued interest on first mortgage 175,000 Second mortgage on property (see Note 6) 14,869,735 Accrued interest on second mortgage 1,038,444 Trade and other miscellaneous claims 67,550 --------------- $24,150,729
8. NET LOSS PER UNIT Net loss per unit of Limited Partnership interest in computed based on 15,500 units outstanding at December 31, 1996 and 1995. 9. RELATED PARTY TRANSACTIONS The General Partner receives an annual management fee of $200,000. Accordingly, partnership management fees of $200,000 were expensed for each of the two years in the period ended December 31, 1996. First Winthrop Corporation ("First Winthrop") receives fees adjusted by the annual consumer price index, for accounting, clerical and administrative services provided to the Partnership. During each of the two years ended December 31, 1996 and 1995, fees of approximately $136,000 were expensed. 10. MANAGEMENT FEES As of April 1, 1993, the Partnership entered into a property management agreement with AgriManagement for a fixed fee of $148,400 plus two incentive fees described as Incentive Fee A and Incentive Fee B. Incentive Fee A is 2.5% of net cash flow from operations. Incentive Fee B is 15% of net cash flow from operations (as defined) less the sum of $1,800,000, base fees, accounting services and Incentive Fee B. Grove management fees of $227,590 and $212,905 were expensed for the years ended December 31, 1996 and 1995, respectively. INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION) NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 11. SIGNIFICANT CUSTOMERS The Partnership sells most of its fruit under two fruit sales agreements with citrus processing plants. Under the terms of the first agreement, the Partnership was obligated to deliver and sell to this processing plant at least 80% of the Grove's harvested fruit for the 1987 through 1991 harvests and 10% of the Grove's harvested fruit thereafter through the 1994-1995 harvest, or until it had delivered a total of 600,000 boxes of fruit to the plant. For the years ended December 31, 1996 and 1995, 11% and 12% respectively, of the Partnership's fruit sales were recognized under this agreement. The Partnership entered into another fruit sales agreement under which it was obligated to deliver and sell 90% of the fruit not committed under the agreement described above through the 1996-1997 harvest. This agreement provides for a variable minimum sales price, but not less than $1.00 per pound solid, through the 1996-1997 harvest. For the years ended December 31, 1996 and 1995, 89% and 88% of the Partnership's fruit sales were recognized under this agreement, respectively. 12. TAXABLE LOSS The Partnership's taxable loss from operations for the years ended December 31, 1996 and 1995 was calculated as follows: 1996 1995 Net loss per accompanying statements of operations......................................... $ (432,844) $(1,780,419) Tax depreciation less than (in excess of) that used for financial reporting purposes.............................................. 142,357 (69,996) Reversal of prior year I.R.C. Section 263A costs in excess of (less than) amount capitalized to inventory for tax purposes but not for financial reporting purposes, and other items affecting operating margin...................................... 27,336 (444,202) Portfolio income directly allocated to partners......... (142,196) (158,095) Imputed interest expense not recorded for tax purposes.............................................. 51,436 502,559 Current year costs capitalized under I.R.C. Section 263A in excess of (less than) amount capitalized for financial reporting purposes...................... 84,288 215,894 ------------- -------------- Taxable loss............................................ $ (269,623) $(1,734,259) =========== ===========
Item 8. Changes In and Disagreements on Accounting and Financial Disclosure. None. However, the principal accountants' report on the Partnership's financial statements for the year ending December 31, 1996 set forth in Item 7 contains a disclaimer of opinion as a result of the substantial uncertainty related to the bankruptcy filing. PART III Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act. Registrant has no officers or directors. The General Partner manages and controls substantially all of Registrant's affairs and has general responsibility and ultimate authority in all matters effective its business. As of March 1, 1997, the names of the directors and executive officers of the General Partner and the position held by each of them, are as follows: Has Served as Position Held with the a Director or Name Managing General Partner Officer Since Michael L. Ashner Chief Executive Officer 1-96 and Director Richard J. McCready President and Chief Operating Officer 7-95 Jeffrey Furber Executive Vice President 7-95 and Clerk Edward Williams Chief Financial Officer 4-96 Vice President and Treasurer Peter Braverman Senior Vice President 1-96 Michael L. Ashner, age 45, has been the Chief Executive Officer of Winthrop Financial Associates, A Limited Partnership ("WFA") since January 15, 1996. From June 1994 until January 1996, Mr. Ashner was a Director, President and Co-chairman of National Property Investors, Inc., a real estate investment company ("NPI"). Mr. Ashner was also a Director and executive officer of NPI Property Management Corporation ("NPI Management") from April 1984 until January 1996. In addition, since 1981 Mr. Ashner has been President of Exeter Capital Corporation, a firm which has organized and administered real estate limited partnerships. Richard J. McCready, age 38, is the President and Chief Operating Officer of WFA and its subsidiaries. Mr. McCready previously served as a Managing Director, Vice President and Clerk of WFA and a Director, Vice President and Clerk of the Managing General Partner and all other subsidiaries of WFA. Mr. McCready joined the Winthrop organization in 1990. Jeffrey Furber, age 37, has been the Executive Vice President of WFA and the President of Winthrop Management since January 1996. Mr. Furber served as a Managing Director of WFA from January 1991 to December 1995 and as a Vice President from June 1984 until December 1990. Edward V. Williams, age 56, has been the Chief Financial Officer of WFA since April 1996. From June 1991 through March 1996, Mr. Williams was Controller of NPI and NPI Management. Prior to 1991, Mr. Williams held other real estate related positions including Treasurer of Johnstown American Companies and Senior Manager at Price Waterhouse. Peter Braverman, age 45, has been a Senior Vice President of WFA since January 1996. From June 1995 until January 1996, Mr. Braverman was a Vice President of NPI and NPI Management. From June 1991 until March 1994, Mr. Braverman was President of the Braverman Group, a firm specializing in management consulting for the real estate and construction industries. From 1988 to 1991, Mr. Braverman was a Vice President and Assistant Secretary of Fischbach Corporation, a publicly traded, international real estate and construction firm. One or more of the above persons are also directors or officers of a general partner (or general partner of a general partner) of the following limited partnerships which either have a class of securities registered pursuant to Section 12(g) of the Securities and Exchange Act of 1934, or are subject to the reporting requirements of Section 15(d) of such Act: Winthrop Partners 79 Limited Partnership; Winthrop Partners 80 Limited Partnership; Winthrop Partners 81 Limited Partnership; Winthrop Residential Associates I, A Limited Partnership; Winthrop Residential Associates II, A Limited Partnership; Winthrop Residential Associates III, A Limited Partnership; 1626 New York Associates Limited Partnership; 1999 Broadway Associates Limited Partnership; Nantucket Island Associates Limited Partnership; One Financial Place Limited Partnership; Presidential Associates I Limited Partnership; Riverside Park Associates Limited Partnership; Springhill Lake Investors Limited Partnership; Twelve AMH Associates Limited Partnership; Winthrop California Investors Limited Partnership; Winthrop Growth Investors I Limited Partnership; Winthrop Interim Partners I, A Limited Partnership; Southeastern Income Properties Limited Partnership; Southeastern Income Properties II Limited Partnership; Winthrop Miami Associates Limited Partnership; and Winthrop Apartment Investors Limited Partnership. Except as indicated above, neither the Partnership nor the General Partner has any significant employees within the meaning of Item 401(b) of Regulation S-B. There are no family relationships among the officers and directors of the General Partner. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Partnership under Rule 16a-3(e) during the Partnership's most recent fiscal year and Forms 5 and amendments thereto furnished to the Partnership with respect to its most recent fiscal year, the Partnership is not aware of any director, officer or beneficial owner of more than ten percent of the units of limited partnership interest in the Partnership that failed to file on a timely basis, as disclosed in the above Forms, reports required by section 16(a) of the Exchange Act during the most recent fiscal year or prior fiscal years. Item 10. Executive Compensation. The Partnership is not required to and did not pay any compensation to the officers or directors of the General Partner. The General Partner does not presently pay any compensation to any of its officers or directors. Item 11. Security Ownership of Certain Beneficial Owners and Management. (a) Security ownership of certain beneficial owners. No person or group is known by the Registrant to be the beneficial owner of more than 5% of the outstanding Units at March 1, 1997. Under the Amended and Restated Agreement of Limited Partnership of the Registrant (the "Partnership Agreement"), the voting rights of the Limited Partners are limited and, in some circumstances, are subject to the prior receipt of certain opinions of counsel or judicial decisions. Under the Partnership Agreement, the right to manage the business of the Registrant is vested in the General Partner. (b) Security ownership of management. As of March 1, 1997, the directors and executive officers of the General Partner do not own any Units of limited partnerships in the Partnership. (c) Changes in control. There exists no arrangement known to the Registrant the operation of which may at a subsequent date result in a change in control of the Registrant. Item 12. Certain Relationships and Related Transactions. The General Partner and its affiliates are entitled to receive various fees, commissions, cash distributions, allocations of taxable income, or loss and expense reimbursements from the Partnership. The General Partner receives and annual management fee of $200,000. This amount has been expensed for the years ended December 31, 1995 and 1996. In addition, First Winthrop Corporation, an affiliate of the General Partner, receives $100,000 each year, as adjusted by the annual consumer price index, for accounting, clerical and administrative services provided to the Registrant. During the years ended December 31, 1996 and 1995, such fees in the amount of approximately $136,000 were expensed. PART IV Item 13. Exhibits and Reports on Form 8-K. (a) Exhibits: The Exhibits listed on the accompanying Index to Exhibits are filed as part of this Annual Report and incorporated in this Annual Report as set forth in said Index. (b) Reports on Form 8-K - None SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP By: WINTHROP AGRICULTURAL MANAGEMENT II, INC., General Partner By: /s/ Michael L. Ashner Michael Ashner Chief Executive Officer Date: March 28, 1997 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature/Name Title Date /s/ Michael Ashner Chief Executive March 28, 1997 - ------------------ Michael Ashner Officer and Director /s/ Edward Williams Chief Financial Officer March 28, 1997 Edward Williams INDEX TO EXHIBITS Exhibit No. Title of Document Page 3, 4 Agreement and Certificate of Limited Partnership, as amended to date (1) 3A Amendment to Amended and Restated Agreement of Limited Partnership dated August 22, 1995 (2) 10A Long-Term Fruit Purchase(Orange) Agreement Tropicana Products, Inc., Indian River Citrus Investors Limited Partnership (3) 10B Property Management Agreement between Bariston Management, Inc. and Indian River Citrus Investors Limited Partnership, dated August 27, 1987, as amended (3) 10C Purchase and Sale Agreement dated as of December 28, 1984 by and between Registrant and Caulkins Citrus Company Limited (including, as exhibits thereto, the forms of Temporary Harvesting Easement, Caulkins Second Mortgage Note, Grove Management Agreement, Fruit Purchase Agreement and Indemnity Agreement) filed January 9, 1985 (3) First Amendment to Purchase and Sale Agreement dated as of November 1, 1985 by and between Registrant and Caulkins Citrus Company Limited (including as exhibits thereto the forms of Caulkins Second Mortgage Note, Grove Management Agreement and Fruit Purchase Agreement) filed November 14, 1985 (4) 10D Securities Indemnity Agreement dated as of December 18, 1984 by and among Caulkins Citrus Company Limited, the Registrant, Winthrop Agricultural Management II, Inc. and First Winthrop Corporation filed January 9, 1985 (1) 10E.1 Management Agreement dated as of December 28, 1984 by and between the Registrant and Winthrop Agricultural Management II, Inc. filed January 9, 1985 (3) 10E.2 Amendment to Management Agreement dated as of November 13, 1985 by and between Registrant and Winthrop Agricultural Management II, Inc. filed November 14, 1985 (4) 10F Incentive Asset Management Agreement dated as of December 12, 1985 by and between the Registrant and Winthrop Financial Associates, A Limited Partnership, filed December 12, 1985 (4) 10G Accounting Services Agreement dated as of April 2, 1985 by and between the Registrant and First Winthrop Corporation filed April 8, 1985 (4) Amendment of Accounting Services Agreement dated as of November 13, 1985 by and between the Registrant and Winthrop Agricultural Management II, Inc. filed November 14, 1985 (4) 10H Form of Promissory Note and Assignment of Registrant filed April 8, 1985 (4) 10I Form of Assumption Agreement by the General Partner of Registrant filed November 14, 1985 (4) 10J Fruit Participation Contract dated April 17, 1990 by and between Caulkins Indiantown Citrus Company and the Partnership (4) 10K Grove Management Agreement dated as of April 1, 1993 between the Registrant and AgriManagement, Incorporated (5) 10L Termination Agreement dated as of March 31, 1993 terminating (i) the Management Agreement dated as of April 15, 1986 between the General Partner and Bariston Associates, Inc.; (ii) the Incentive Asset Management Agreement dated as of April 15, 1986 between WFA and Bariston Associates, Inc.; and (iii) the Accounting Services Agreement dated as of April 15, 1986 between First Winthrop Corporation and Bariston Associates, Inc. (6) 10M Amended and Restated Consulting Agreement dated as of March 31, 1993 (6) 25 Power of Attorney filed January 9, 1985 (4) 27 Financial Data Schedule 99B Agricultural Engineering Evaluation of Caulkins Citrus Company Grove dated January 25, 1985 prepared by Kenneth A. Harris, P.E. filed April 18, 1985 (4) Supplemental letter dated November 8, 1985 from Kenneth A. Harris, P.E. filed November 14, 1985 (4) 99C Horticultural Evaluation of Caulkins Citrus Company Grove dated December 10, 1984 and Update of the Horticultural Evaluation dated March 12, 1985 filed April 18, 1985 (4) 99D Summary of Horticultural Evaluation of Caulkins Citrus Company Grove Supplemental dated Novem- ber 12, 1985 from John R. King, Ph.D. (included as Exhibit C of Prospectus) (4) - ----------------- (1) Incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1985. (2) Incorporated by reference to the Registrant's Current Report on Form 8-K filed with Securities and Exchange on September 6, 1995. (3) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1987. (4) Incorporated by reference to the Registrant's Registration Statement on Form S-1, as amended, File No. 2-95219. (5) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1990. (6) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993. EX-27 2 ARTICLE 5 FDS FOR 1996 10-KSB
5 This schedule contains summary financial information extracted from audited financial statements for the one year period ending December 31, 1996 and is qualified in its entirety by reference to such financial statements. 0000760612 INDIAN RIVER CITRUS INVESTORS LTD PRT 1 U. S. DOLLAR YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 1 4,330,081 0 197,822 0 1,275,164 5,830,247 24,469,930 (6,738,967) 23,561,210 395,066 0 0 0 0 (984,585) 23,561,210 3,585,531 3,711,239 2,329,564 2,329,564 805,998 0 920,029 (432,844) 0 (432,844) 0 0 0 (432,844) (27.93) (27.93)
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