-----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, Q0SViA4AZc7OigEws8WzvdFrtasNhR7R/ORFHgtgY6fv3J5oBNdoqhhuNPUwlCgo pw2Hkqj8LCpP5gHfUxhtew== /in/edgar/work/20000810/0000950147-00-001190/0000950147-00-001190.txt : 20000921 0000950147-00-001190.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950147-00-001190 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000824098 STANDARD INDUSTRIAL CLASSIFICATION: [6500 ] IRS NUMBER: 860588512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-17626 FILM NUMBER: 691055 BUSINESS ADDRESS: STREET 1: 17207 NORTH 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-B CENTRAL INDEX KEY: 0000824134 STANDARD INDUSTRIAL CLASSIFICATION: [6500 ] IRS NUMBER: 860588514 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-17853 FILM NUMBER: 691056 BUSINESS ADDRESS: STREET 1: 17207 NORTH PERIMETER DRIVE STREET 2: THE 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 0001.txt QUARTERLY REPORT FOR THE QTR ENDED 6/30/00 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 June 30, 2000 [ ] 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 0-17626 Commission File Number 0-17853 SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP and FFCA INVESTOR SERVICES CORPORATION 88-B --------------------------------------------------- (Exact Name of Co-Registrants as Specified in Their Organizational Documents) Delaware 86-0588512 ----------------------------------- ---------------------------- (Partnership State of Organization) (Partnership I.R.S. Employer Identification Number) Delaware 86-0588514 ----------------------------------- ---------------------------- (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 (480) 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. SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP BALANCE SHEETS JUNE 30, 2000 AND DECEMBER 31, 1999 (Unaudited) June 30, December 31, 2000 1999 ------------ ------------ ASSETS LAND: Held for sale $ 1,105,172 $ 5,109,126 Subject to sale agreements 1,744,690 3,118,364 Subject to sale agreement with affiliate 623,963 788,287 ------------ ------------ Total land 3,473,825 9,015,777 LOAN RECEIVABLE FROM AFFILIATE -- 7,598,415 CASH AND CASH EQUIVALENTS 20,487,721 16,667,333 PREPAID EXPENSES AND OTHER 247,964 159,228 ------------ ------------ Total assets $ 24,209,510 $ 33,440,753 ============ ============ LIABILITIES AND PARTNERS' CAPITAL DISTRIBUTION PAYABLE TO LIMITED PARTNERS $ 16,679,590 $ 14,314,676 ACCOUNTS PAYABLE AND ACCRUED EXPENSES 156,327 163,786 ------------ ------------ Total liabilities 16,835,917 14,478,462 ------------ ------------ PARTNERS' CAPITAL (DEFICIT): General partner 11,673 (3,844) Limited partners 7,361,920 18,966,135 ------------ ------------ Total partners' capital 7,373,593 18,962,291 ------------ ------------ Total liabilities and partners' capital $ 24,209,510 $ 33,440,753 ============ ============ 1 SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999 (Unaudited)
Three Months Ended Six Months Ended ------------------------- ------------------------- 6/30/00 6/30/99 6/30/00 6/30/99 ----------- ----------- ----------- ----------- REVENUES: Land sales $ 9,633,413 $ -- $16,237,212 $ -- Interest on loan to affiliate 70,958 212,500 283,458 425,000 Additional interest from affiliate 1,130,058 -- 1,130,058 -- Interest on investments and other 234,850 21,323 423,562 46,336 ----------- ----------- ----------- ----------- 11,069,279 233,823 18,074,290 471,336 ----------- ----------- ----------- ----------- EXPENSES: Cost of land sales 2,971,523 -- 6,429,666 -- General partner fees 31,033 62,536 75,913 124,386 Property management fees 9,000 9,000 18,000 18,000 Marketing -- 2,836 -- 8,549 Property taxes 11,358 38,634 31,867 89,429 Other operating 69,094 77,203 159,628 132,618 ----------- ----------- ----------- ----------- 3,092,008 190,209 6,715,074 372,982 ----------- ----------- ----------- ----------- NET INCOME $ 7,977,271 $ 43,614 $11,359,216 $ 98,354 =========== =========== =========== =========== NET INCOME ALLOCATED TO: General partner $ 13,154 $ 436 $ 15,517 $ 984 Limited partners 7,964,117 43,178 11,343,699 97,370 ----------- ----------- ----------- ----------- $ 7,977,271 $ 43,614 $11,359,216 $ 98,354 =========== =========== =========== =========== NET INCOME PER LIMITED PARTNERSHIP UNIT (based on 50,000 units held by limited partners) $ 159.28 $ .86 $ 226.87 $ 1.95 =========== =========== =========== ===========
2 SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENT OF CHANGES IN PARTNERS' CAPITAL FOR THE SIX MONTHS ENDED JUNE 30, 2000 (Unaudited)
Limited Partners General ---------------------------- Partner Number Total Amount of Units Amount Amount ------------ ------------ ------------ ------------ BALANCE, December 31, 1999 $ (3,844) 50,000 $ 18,966,135 $ 18,962,291 Net Income 15,517 -- 11,343,699 11,359,216 Distribution to Limited Partners -- -- (22,947,914) (22,947,914) -------- ------ ------------ ------------ BALANCE, June 30, 2000 $ 11,673 50,000 $ 7,361,920 $ 7,373,593 ======== ====== ============ ============
3 SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999 (Unaudited)
2000 1999 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 11,359,216 $ 98,354 Adjustments to net income: Gain on sale of property (113,298) -- Change in assets and liabilities: Decrease in land held for sale 4,003,954 2,200,287 Decrease (increase) in land subject to sales agreements 749,711 (2,200,287) Decrease (increase) in prepaid expenses and other (88,736) 67,600 Increase (decrease) in accounts payable and accrued expenses (7,459) 5,977 ------------ ------------ Net cash provided by operating activities 15,903,388 171,931 ------------ ------------ CASH FLOW FROM INVESTING ACTIVITY: Receipt of loan payoff from affiliate 7,598,415 -- Proceeds from sale of property to affiliate 901,585 -- ------------ ------------ Net cash provided by investing activities 8,500,000 -- ------------ ------------ CASH FLOWS FOR FINANCING ACTIVITIES: Limited partner distributions declared (22,947,914) -- Increase (decrease) in distribution payable 2,364,914 (441,000) ------------ ------------ Net cash used in financing activities (20,583,000) (441,000) ------------ ------------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,820,388 (269,069) CASH AND CASH EQUIVALENTS, beginning of period 16,667,333 2,292,149 ------------ ------------ CASH AND CASH EQUIVALENTS, end of period $ 20,487,721 $ 2,023,080 ============ ============
4 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Scottsdale Land Trust Limited Partnership (the Registrant) received $50,000,000 in gross proceeds from its public offering of the Units on November 23, 1988. After deducting organizational and offering expenses, the Registrant had $43,250,000 in net proceeds available for investment. The net proceeds were used to purchase the property (The Perimeter Center), fund the construction of the infrastructure and fund the $8.5 million loan to Franchise Finance Corporation of America (FFCA), in accordance with the partnership agreement. In May 2000, the entire principal balance of the loan was paid in full by FFCA together with accrued interest and additional interest in the amount of $1.13 million (as discussed below). The Registrant's primary sources of revenue have been land sales, interest payments received from FFCA under the loan agreement (interest payments were made through May 1, 2000, at which time the loan was paid in full) and interest earned on the Registrant's temporary investments. As land parcels are sold, distributions of the net cash sale proceeds are made in accordance with the partnership agreement. Once all of The Perimeter Center parcels are sold, the Registrant will liquidate and distribute its assets in accordance with the partnership agreement. As of July 31, 2000, all land parcels were sold or are under contract for sale. A proxy statement was filed with the Securities and Exchange Commission in April 2000, requesting an investor vote on the sale of an additional land parcel to FFCA and on the dissolution of the partnership upon sale of the remaining parcels under contract. Both proposals passed during the quarter ended June 30, 2000. Cash reserves remaining in the Registrant total approximately $3.7 million. These reserves may be used from time to time to pay amounts assessed by city or county taxing authorities for developmental or other costs. During the quarter ended June 30, 2000 (the "period"), the Registrant closed one land sale transaction, representing 16.67 acres, to an unaffiliated third party. This land sale transaction provided cash sale proceeds of approximately $8.7 million. The parcel had a total original cost of $1.6 million and closing and other costs (including broker commissions) of approximately $547,000. This parcel sale resulted in a gain totaling approximately $6.5 million. Also in the second quarter, the Registrant received $8.5 million on the payoff of the principal balance of the FFCA loan, together with accrued interest and additional interest of $1.13 million. Upon FFCA's payoff of the loan, the Registrant recognized the sale of the original FFCA land parcel. The $8.5 million loan payoff included approximately $900,000 of land sale proceeds. The original cost of the FFCA parcel was approximately $788,000, resulting in a gain of approximately $112,000. Distributions payable from the parcel sale to the unaffiliated third party and the loan principal payoff amounted to approximately $16.7 million for the period. At July 27, 2000, the three remaining land parcels (approximately 17 acres) were all under contract for sale at prices aggregating approximately $9.2 million. The original cost of these three parcels totaled approximately $3.5 million. Two of the parcels are under contract with unaffiliated third parties and one parcel is under contract with FFCA. The FFCA contract was entered into on February 7, 2000, to purchase a parcel (approximately 3.6 acres) adjacent to its corporate headquarters. This related party sale has been approved by a vote of the limited partners of the Partnership. Since the contracts with the unaffiliated parties are subject to a due diligence process, the Registrant cannot predict which, if any, of the contracts will result in the sale of a land parcel or the timing or the amount of any future cash distributions. Once the remaining parcels are sold, the Partnership will liquidate and distribute its assets in accordance with the partnership agreement. Revenues totaled approximately $11.1 million for the quarter ended June 30, 2000 as compared to approximately $234,000 for the comparable quarter in 1999. Total revenues for the six months ended June 30, 2000 were approximately $18.1 million as compared to approximately $471,000 for the same period in 1999. Revenues in 2000 were higher because land sales comprised the majority of the revenues in 2000 and there were no land sales during the first six months of 1999. Interest income on the loan to an affiliate had a net decrease of approximately $142,000 as compared to the second quarter of the prior year due to the payoff of the loan on May 1, 2000, resulting in the Registrant receiving one month's interest during the quarter as compared to a full quarter of interest reported in the comparable quarter of 1999. The payoff of the FFCA loan to the Registrant also resulted in payment of additional interest from affiliate 5 of approximately $1.13 million. Interest on investments and other income for the period increased by approximately $214,000 from the comparable quarter of the prior year due to the increase in temporary investment securities held during the period. The higher cash balance in 2000 resulted from net land sale proceeds held during the quarter prior to distribution of the cash to the limited partners. Total expenses (excluding the cost of land sales) for the quarter ended June 30, 2000 decreased by approximately $70,000 from the comparable quarter of the prior year. Year to date expenses (excluding the cost of land sales) show a similar decrease from the comparable period of the prior year. These decreases were primarily due to lower property taxes and lower general partner fees. Property taxes decreased due to the sale of land parcels. The general partner fee decreased from the comparable period because the fee is based on Assets Under Management, as defined in the partnership agreement, and as parcels are sold the general partner fee is reduced accordingly. These reductions were partially offset by an increase in costs related to the proxy statement filed in April 2000. 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. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The financial instruments held by the Registrant at June 30, 2000 consist of cash equivalents. The Registrant intends to hold the investments to maturity; therefore, these financial instruments do not subject the Registrant to a material exposure to changes in interest rates. PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS A Notice of Consent Solicitation and a Consent Solicitation Statement, both dated May 12, 2000, were sent to the investors. No meeting was held in connection with the Consent Solicitation or Consent Solicitation Statement. The following table sets forth each of the items that the investors were asked to vote upon and the results of the vote as of June 26, 2000, the date on which the Consent Solicitation was terminated: Proposal Results -------- ------- 1. A proposal to sell a parcel of land to a For 26,873 related party Against 1,186 Abstain 722 2. A proposal to terminate and liquidate the For 27,800 Partnership when all remaining unsold parcels Against 390 have been sold. Abstain 591 6 FFCA INVESTOR SERVICES CORPORATION 88-B BALANCE SHEET - JUNE 30, 2000 ASSETS Cash $100 Investment in Scottsdale Land Trust Limited Partnership, 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-B (88-B) was organized on August 11, 1987 to act as the assignor limited partner in Scottsdale Land Trust Limited Partnership (SLT). The assignor limited partner is the owner of record of the limited partnership units of SLT. All rights and powers of 88-B 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-B has no other business purpose and will not engage in any other activity or incur any debt. 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP By FFCA MANAGEMENT COMPANY LIMITED PARTNERSHIP General Partner By PERIMETER CENTER MANAGEMENT COMPANY Corporate General Partner Date: August 4, 2000 By /s/ John Barravecchia ----------------------------------------- John Barravecchia, Executive Vice President, Treasurer and Chief Financial Officer 8 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-B Date: August 4, 2000 By /s/ John Barravecchia ----------------------------------------- John Barravecchia, President, Secretary and Treasurer, Chief Financial Officer 9 EX-27.1 2 0002.txt FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF JUNE 30, 2000 AND THE STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 824098 SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP 1 U.S. DOLLARS 6-MOS DEC-31-2000 JUN-30-2000 1 20,487,721 0 0 0 3,473,825 0 0 0 24,209,510 0 0 0 0 0 7,373,593 24,209,510 0 18,074,290 0 0 0 0 0 11,359,216 0 11,359,216 0 0 0 11,359,216 226.87 0
EX-27.2 3 0003.txt FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF JUNE 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH BALANCE SHEET. 824134 FFCA INVESTOR SERVICES CORPORATION 88-B 1 U.S. DOLLARS 6-MOS DEC-31-2000 JUN-30-2000 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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