-----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, F89vuvdVt0KPMVTgfUg9Hld7i8e+5xP1Tb/mx6zcLaRJ9c+qpKzakBG3lYSbu6ZH Z0ffc6Y3PM1aXAHr9hZMrg== 0000950147-98-000868.txt : 19981105 0000950147-98-000868.hdr.sgml : 19981105 ACCESSION NUMBER: 0000950147-98-000868 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARTICIPATING INCOME PROPERTIES II LP CENTRAL INDEX KEY: 0000820806 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 860588505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-18504 FILM NUMBER: 98737320 BUSINESS ADDRESS: STREET 1: 17207 N PERIMETER DR STREET 2: SCOTTSDALE PERIMETER DRIVE CITY: SCOTTSDALE STATE: AZ ZIP: 85255 BUSINESS PHONE: 6025854500 MAIL ADDRESS: STREET 1: 17207 N PERIMETER DR CITY: SCOTTSDALE STATE: AZ ZIP: 85255-5402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FFCA INVESTOR SERVICES CORP 88-C CENTRAL INDEX KEY: 0000820807 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 860588507 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-18512 FILM NUMBER: 98737321 BUSINESS ADDRESS: STREET 1: 17207 N PERIMETER DR STREET 2: SCOTTSDALE PERIMETER CENTER CITY: SCOTTSDALE STATE: AZ ZIP: 85255 BUSINESS PHONE: 6025854500 MAIL ADDRESS: STREET 1: 17207 N PERIMETER DR CITY: SCOTTSDALE STATE: AZ ZIP: 85255-5402 10-Q 1 QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1998 ------------------------------------------------- [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ---------------------- ----------------------- Commission file number 0-18504 Commission file number 0-18512 PARTICIPATING INCOME PROPERTIES II, L.P. and FFCA INVESTOR SERVICES CORPORATION 88-C - -------------------------------------------------------------------------------- (Exact Name of Co-Registrants as Specified in Their Organizational Documents) Delaware 86-0588505 - -------------------------------------------------------------------------------- (Partnership State of Organization) (Partnership I.R.S. Employer Identification Number) Delaware 86-0588507 - -------------------------------------------------------------------------------- (Corporation State of Incorporation) (Corporation I.R.S. Employer Identification Number) The Perimeter Center 17207 North Perimeter Drive Scottsdale, Arizona 85255 - -------------------------------------------------------------------------------- (Address of principal executive offices) (zip code) Co-Registrants' telephone number including area code (602) 585-4500 --------------------------- 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 [ ] PART 1 - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. PARTICIPATING INCOME PROPERTIES II, L.P. BALANCE SHEETS SEPTEMBER 30, 1998 AND DECEMBER 31, 1997 (Unaudited)
September 30, December 31, 1998 1997 ------------ ------------ ASSETS CASH AND CASH EQUIVALENTS $ 3,844,492 $ 3,984,265 RECEIVABLES FROM LESSEES 215,000 197,300 DEFERRED COSTS 169,880 -- PROPERTY SUBJECT TO OPERATING LEASES, at cost Land 11,709,570 11,709,570 Buildings 54,004,577 54,004,577 Equipment 3,832,921 3,832,921 ------------ ------------ 69,547,068 69,547,068 Less - Accumulated depreciation 22,596,287 20,814,945 ------------ ------------ 46,950,781 48,732,123 ------------ ------------ Total assets $ 51,180,153 $ 52,913,688 ============ ============ LIABILITIES AND PARTNERS' CAPITAL DISTRIBUTION PAYABLE TO LIMITED PARTNERS $ 2,215,092 $ 2,132,357 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 37,078 72,006 DEFERRED INCOME 388,586 594,251 ------------ ------------ Total liabilities 2,640,756 2,798,614 ------------ ------------ PARTNERS' CAPITAL (DEFICIT): General partners (233,184) (217,427) Limited partners 48,772,581 50,332,501 ------------ ------------ Total partners' capital 48,539,397 50,115,074 ------------ ------------ Total liabilities and partners' capital $ 51,180,153 $ 52,913,688 ============ ============
PARTICIPATING INCOME PROPERTIES II, L.P. STATEMENTS OF INCOME FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited)
Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended 9/30/98 9/30/97 9/30/98 9/30/97 ------------ ------------ ----------- ----------- REVENUES: Rental $ 1,865,905 $ 1,865,905 $ 5,597,715 $ 5,597,715 Participating rentals 663,497 610,885 1,867,999 1,761,110 Interest and other 44,400 43,892 133,885 142,650 Gain on sale of equipment -- 27,350 -- 29,488 ------------ ------------ ----------- ----------- 2,573,802 2,548,032 7,599,599 7,530,963 ------------ ------------ ----------- ----------- EXPENSES: General partner and affiliate fees 221,223 216,424 650,829 642,774 Depreciation 573,268 739,229 1,781,342 2,261,768 Operating 47,214 47,421 162,504 153,879 ------------ ------------ ----------- ----------- 841,705 1,003,074 2,594,675 3,058,421 ------------ ------------ ----------- ----------- NET INCOME $ 1,732,097 $ 1,544,958 $ 5,004,924 $ 4,472,542 ============ ============ =========== =========== NET INCOME ALLOCATED TO: General partners $ 17,321 $ 15,450 $ 50,049 $ 44,725 Limited partners 1,714,776 1,529,508 4,954,875 4,427,817 ------------ ------------ ----------- ----------- $ 1,732,097 $ 1,544,958 $ 5,004,924 $ 4,472,542 ============ ============ =========== =========== NET INCOME PER LIMITED PARTNERSHIP UNIT (based on 82,834 units held by limited partners) $ 20.70 $ 18.46 $ 59.82 $ 53.45 ============ ============ =========== ===========
PARTICIPATING INCOME PROPERTIES II, L.P. STATEMENT OF CHANGES IN PARTNERS' CAPITAL FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 (Unaudited)
Limited Partners General --------------------------- Partners Number Total Amount of Units Amount Amount ------------ ------------ ------------ ------------ BALANCE, December 31, 1997 $ (217,427) 82,834 $ 50,332,501 $ 50,115,074 Net income 50,049 -- 4,954,875 5,004,924 Distributions to partners (65,806) -- (6,514,795) (6,580,601) ------------ ------------ ------------ ------------ BALANCE, September 30, 1998 $ (233,184) 82,834 $ 48,772,581 $ 48,539,397 ============ ============ ============ ============
PARTICIPATING INCOME PROPERTIES II, L.P. STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited)
1998 1997 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 5,004,924 $ 4,472,542 Adjustments to net income: Depreciation 1,781,342 2,261,768 Gain on sale of equipment -- (29,488) Change in assets and liabilities: Increase in receivables from lessees (17,700) (29,172) Increase in deferred costs (169,880) -- Decrease in payable to general partners -- (18,239) Increase (decrease) in accounts payable and accrued liabilities (34,928) 1,812 Decrease in deferred income (205,665) (205,665) ----------- ----------- Net cash provided by operating activities 6,358,093 6,453,558 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of equipment -- 179,500 CASH FLOWS FOR FINANCING ACTIVITIES: Distributions to partners (6,497,866) (6,407,591) ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (139,773) 225,467 CASH AND CASH EQUIVALENTS, beginning of period 3,984,265 3,790,885 ----------- ----------- CASH AND CASH EQUIVALENTS, end of period $ 3,844,492 $ 4,016,352 =========== ===========
PART I.- FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS --------------------------------------------- On February 2, 1998, Participating Income Properties II, L.P., a Delaware limited partnership, (the Registrant), entered into a letter of intent with Flying J. Inc. to sell substantially all of the Registrant's assets for cash of approximately $80 million. Subsequently, the Registrant entered into purchase agreements with respect thereto on September 4, 1998. In accordance with the partnership agreement, sale of substantially all of the assets would result in dissolution of the partnership and liquidation of the Registrant's remaining assets, net of liabilities. The limited partners have received a proxy statement describing the proposed transaction and were asked to consent to the proposed transaction by October 26, 1998. The following is a summary of the results of the voting: 46,619 units For, 4,679 units Against, 1,942 units Abstain. An affirmative vote of limited partners holding a majority of the partnership units was achieved. In addition to the majority vote, certain other conditions and contingencies must now be satisfied prior to the consummation of the sale transaction as set forth in the letter of intent between the Registrant and Flying J. Inc. Among these conditions are the finalization of financing arrangements by Flying J. Inc. in order for it to complete the purchase of the assets of the Registrant. The sale and subsequent liquidation of the Registrant will occur as soon as practical if, and to the extent that, all conditions and contingencies have been satisfied or waived. There can be no assurance as to whether or when the transaction will be consummated. The Registrant declared a cash distribution to the limited partners of $2,214,442 for the quarter ended September 30, 1998 (the period) which, combined with the first and second quarter distributions of $4,300,353, amounts to $6,514,795 year-to-date. During the period, all net proceeds not invested in real estate were invested in Government Agency discount notes and bank repurchase agreements (which are secured by United States Treasury and Government obligations). During the period, the Registrant received base rental revenue pursuant to its lease arrangements in the amount of $1,865,905, unchanged from the comparable period of the prior year (year-to-date base rental revenues are similarly unchanged). Base rental revenue for the period includes the recognition of approximately $69,000 of income previously deferred. In addition, the Registrant received or accrued participating rentals of $663,497 for the period representing an increase over participating rentals of $610,885 for the comparable period in 1997. The increase was due to increased volumes at the travel plaza properties. Participating rentals for the corresponding year-to-date periods were similarly affected. Total expenses decreased by $161,369 during the period ($463,746 year-to-date) as compared to the prior periods due to a decrease in depreciation expense related to the sale of travel plaza equipment in the last twelve months. The decrease in total assets reflected in the Registrant's financial statements filed with this report is mainly attributable to the depreciation allowance, which is deducted for accounting purposes from the cost of the assets on the Registrant's books. In the opinion of management, the financial information included in this report reflects all adjustments necessary for fair presentation. All such adjustments are of a normal recurring nature. FFCA INVESTOR SERVICES CORPORATION 88-C BALANCE SHEET - SEPTEMBER 30, 1998 ASSETS Cash $100 Investment in Participating Income Properties II, L.P., at cost 100 ---- Total Assets $200 ==== LIABILITY Payable to Parent $100 STOCKHOLDER'S EQUITY Common Stock; $l par value; 100 shares authorized, issued and outstanding 100 ---- Liability and Stockholder's Equity $200 ==== Note: FFCA Investor Services Corporation 88-C (88-C) was organized on August 11, 1987 to act as the assignor limited partner in Participating Income Properties II, L.P. (PIP-II). The assignor limited partner is the owner of record of the limited partnership units of PIP-II. All rights and powers of 88-C have been assigned to the holders, who are the registered and beneficial owners of the units. Other than to serve as assignor limited partner, 88-C has no other business purpose and will not engage in any other activity or incur any debt. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have caused this report to be signed on their behalf by the undersigned thereunto duly authorized. PARTICIPATING INCOME PROPERTIES II, L.P. By FRANCHISE FINANCE CORPORATION OF AMERICA II Corporate General Partner Date: October 30, 1998 By /s/ John Barravecchia ------------------------------------------ John Barravecchia, Chief Financial Officer SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the co-registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FFCA INVESTOR SERVICES CORPORATION 88-C Date: October 30, 1998 By /s/ John Barravecchia ------------------------------------------ John Barravecchia, President EX-27.1 2 FINANCIAL DATA SCHEDULE FOR 3RD QUARTER 10-Q
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF SEPTEMBER 30, 1998 AND THE STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 820806 PARTICIPATING INCOME PROPERTIES II, L.P. 1 U.S. DOLLARS 9-MOS DEC-31-1998 JAN-01-1998 SEP-30-1998 1 3,844,492 0 215,000 0 0 0 69,547,068 22,596,287 51,180,153 0 0 0 0 0 48,539,397 51,180,153 0 7,599,599 0 2,594,675 0 0 0 5,004,924 0 5,004,924 0 0 0 5,004,924 59.82 0
EX-27.2 3 FINANCIAL DATA SCHEDULE FOR 3RD QUARTER 10-Q
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH BALANCE SHEET. 820807 FFCA INVESTOR SERVICES CORPORATION 88-C 1 U.S. DOLLARS 9-MOS DEC-31-1998 SEP-30-1998 JAN-01-1998 1 100 0 0 0 0 0 0 0 200 0 0 0 0 100 0 200 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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