43: They Held Together & Held the Ranch Together

Scrawled across the brown envelope lying on the kitchen table in big bold letters was the question, “Gail – What have you done? EXPLAIN!”

The kitchens, bedrooms or back porches of the partners of Guide Rock, Ltd., were filled with discussions, tears, resignation, trepidation, anxiety, hope, and probably anger. Some families were getting ready to sign the papers, others were getting ready to sell their RV’s or mobile homes, others were preparing to pull up stakes and walk away from their investment, the ranch they loved and even the little trees they had nurtured for years. Some families were united in their decisions; other families were in great conflict creating a battle over the kitchen table and threats of permanently hurting the marital partnerships. The tension in the ranch families was palatable. It was the spring of 1985 and we had come so far together yet reality was pulling us apart.

Long gone were the halcyon days of the 1970’s when we followed the lead of Denver personalities John Rayburn and Red Miller to join the fantastic membership opportunity at the Flying X Ranch. We believed John Rayburn when he said that the ranch is a “perpetual private wilderness area and recreation ranch owned and operated by a limited membership. The land will be preserved forever in its wilderness state.” It was a place we could count on to put our roots down. After all John said, “Some members have already retired on the Ranch, enjoying the privacy, security, low cost, pollution free air, wildlife, great fishing, horseback riding, and many other benefits of the Ranch.” My husband, Willie, and I thought this would be the place for us. After all, the membership included a 99 year lease on approximately a “2 ½ acre cabin plot to do with as the member wishes”. What a deal and the dues were only $125 a year!

Shortly after the membership executed its right to purchase the ranch from the Proctors in 1979, reality started to set in. The first board was honored to be selected to participate in the governance that would move the ranch into the next phase of ownership. Seven new members were added to the board with Rudy and Denver Proctor remaining on the board. The new members elected on September 11, 1979, were Blake Berdine, John Groom, Gail Heidbrink, Floyd Howes, Ray Hanchett, Jim Kurtz, and Jim Van Velzor.

By the spring of 1980, the new board was coming to the realization that the membership had purchased a ranch that was heavily burdened with debt. Many loans/credits were tied to interest rates of 18 -21%. The board discussions shifted from promotions and sales to debt refinancing and negotiations. Audits, sales of receivables and cash flow concerns replaced fish stocking and plans for the weekend square dance, even the Planned Urban Development (PUD) was slipping lower on the priority list. Assessments were charged to cover debt. The members were beginning to feel panic – and the membership roll declined.

By 1984, a restructuring of the membership (titled the 84 PLAN), was offered to bring in more members and desperately needed cash. The plan offered “active” and “inactive” memberships along with “use” memberships that did not included any ownership or voting rights. For the PLAN to succeed, the equivalent of 200 units (active and inactive ownership units) needed to be purchased. Only 91 units were secured. The PLAN failed, and more members walked.

In December of 1984, a revised plan was offered, based upon 80 participants. Our expectations for member participation were getting even lower. By now it was clear that to save the ranch, there would be only a few left to hold it together.
Our attorney, Rex Johnson, was a very creative fellow and proposed that we consider formulating Limited Partnership in the state of Wyoming, having the members of the Flying X sell the ranch to the new Guide Rock, Ltd. Partnership and placing the Flying X Ranch entity as the General Partner. The partnership units were to be restructured whereby the partners would have an active partnership on which annual dues were payable and inactive partnerships that would not carry any obligations until the final payment on the primary land note to the McGill’s was made in 1998. On that day, all partnerships would be equal and would be equally assessed. The inactive partnerships could be sold to help recoup some of the investment for the partners. This plan would require 80 participants.

Along with the restructuring of the membership, a restructuring of the debt was also required. Property had to be sold for debt reduction, concessions had to be obtained from the Proctor’s and others involved in the ranch formation and the high interest notes from unsecured creditors had to be eliminated or the success of any new plan was destined to failure.

With the debt restructure, the remaining members had more confidence that by turning the ranch into a bare bones operation, we could make it to 1998. A mortgage burning celebration was the light at the end of our tunnel. Until the restructuring, members could just walk away. Under the new plan, the partners signed an agreement – we guaranteed to complete our obligations or sell our units, until the primary land note was paid. Since I had signed the agreement on behalf of Willie and I, our kitchen table, and later the back patio, witnessed long discussions into the night. It was the right decision for us and we shared many happy memories on the ranch in the years that followed.

There were 43 families and/or individuals that participated and agreed to secure the ranch for us all to enjoy today. Soon there will be a plaque in the ranch house with the names of the 43. Many are gone now, but when you meet one of the survivors, greet them and maybe say thank you. Without their faith and financial support, we would not have the ranch to enjoy today.

They held it together so we may all hold it dear to us today.

- Gail (Heidbrink) Thompson