-----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, LKy5IJW+tW+3+xZwumPnf1I1BilHZ/+gvivo4wdKasW4vkH2zXS7iZn/OOES6I3q qPE0xRKNxUPny7V53hlWLQ== /in/edgar/work/0000950147-00-500069/0000950147-00-500069.txt : 20001114 0000950147-00-500069.hdr.sgml : 20001114 ACCESSION NUMBER: 0000950147-00-500069 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001113 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: 761957 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: 761958 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 e-5684.txt QUARTERLY REPORT FOR THE QTR ENDED 9/30/00 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 September 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 SEPTEMBER 30, 2000 AND DECEMBER 31, 1999 (Unaudited) September 30, December 31, 2000 1999 ----------- ------------ ASSETS LAND: Held for sale $ 1,105,172 $ 5,109,126 Subject to sale agreements -- 3,118,364 Subject to sale agreement with affiliate -- 788,287 ----------- ------------ Total land 1,105,172 9,015,777 LOAN RECEIVABLE FROM AFFILIATE -- 7,598,415 CASH AND CASH EQUIVALENTS 9,845,165 16,667,333 PREPAID EXPENSES AND OTHER 227,624 159,228 ----------- ------------ Total assets $11,177,961 $ 33,440,753 =========== ============ LIABILITIES AND PARTNERS' CAPITAL DISTRIBUTION PAYABLE TO LIMITED PARTNERS $ 7,042,057 $ 14,314,676 ACCOUNTS PAYABLE AND ACCRUED EXPENSES 185,425 163,786 ----------- ------------ Total liabilities 7,227,482 14,478,462 ----------- ------------ PARTNERS' CAPITAL (DEFICIT): General partner 12,320 (3,844) Limited partners 3,938,159 18,966,135 ----------- ------------ Total partners' capital 3,950,479 18,962,291 ----------- ------------ Total liabilities and partners' capital $11,177,961 $ 33,440,753 =========== ============ 1 SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited)
Three Months Ended Nine Months Ended -------------------------- ------------------------- 9/30/00 9/30/99 9/30/00 9/30/99 ---------- ------------ ----------- ---------- REVENUES: Land sales $6,248,402 $ 2,058,710 $22,485,614 $2,058,710 Interest on loan to affiliate -- 212,500 283,458 637,500 Additional interest from affiliate -- -- 1,130,058 -- Interest on investments and other 206,883 42,905 630,445 89,241 ---------- ------------ ----------- ---------- 6,455,285 2,314,115 24,529,575 2,785,451 ---------- ------------ ----------- ---------- EXPENSES: Cost of land sales 2,694,260 1,025,906 9,123,926 1,025,906 General partner fees 23,074 61,831 98,987 186,217 Property management fees 9,000 9,000 27,000 27,000 Marketing -- 1,950 -- 10,499 Property taxes 16,076 (22,412) 47,943 67,017 Other operating 94,022 63,584 253,650 196,202 ---------- ------------ ----------- ---------- 2,836,432 1,139,859 9,551,506 1,512,841 ---------- ------------ ----------- ---------- NET INCOME $3,618,853 $ 1,174,256 $14,978,069 $1,272,610 ========== ============ =========== ========== NET INCOME ALLOCATED TO: General partner $ 647 $ 1,415 $ 16,164 $ 2,398 Limited partners 3,618,206 1,172,841 14,961,905 1,270,212 ---------- ------------ ----------- ---------- $3,618,853 $ 1,174,256 $14,978,069 $1,272,610 ========== ============ =========== ========== NET INCOME PER LIMITED PARTNERSHIP UNIT (based on 50,000 units held by limited partners) $ 72.36 $ 23.46 $ 299.24 $ 25.40 ========== ============ =========== ==========
2 SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENT OF CHANGES IN PARTNERS' CAPITAL FOR THE NINE MONTHS ENDED SEPTEMBER 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 16,164 -- 14,961,905 14,978,069 Distribution to Limited Partners -- -- (29,989,881) (29,989,881) -------- ------ ------------ ------------ BALANCE, September 30, 2000 $ 12,320 50,000 $ 3,938,159 $ 3,950,479 ======== ====== ============ ============
3 SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited)
2000 1999 ------------ ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 14,978,069 $ 1,272,610 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 5,393,550 Decrease (increase) in land subject to sales agreements 3,118,364 (4,502,174) Decrease (increase) in prepaid expenses and other (68,396) 147,960 Increase (decrease) in accounts payable and accrued expenses 21,639 (51,966) ------------ ----------- Net cash provided by operating activities 21,940,332 2,259,980 ------------ ----------- CASH FLOW FROM INVESTING ACTIVITY: Receipt of loan payoff from affiliate and sale of related parcel 8,500,000 -- ------------ ----------- Net cash provided by investing activity 8,500,000 -- ------------ ----------- CASH FLOWS FOR FINANCING ACTIVITIES: Limited partner distributions declared (29,989,881) (1,923,680) Increase (decrease) in distribution payable (7,272,619) 1,482,680 ------------ ----------- Net cash used in financing activities (37,262,500) (441,000) ------------ ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (6,822,168) 1,818,980 CASH AND CASH EQUIVALENTS, beginning of period 16,667,333 2,292,149 ------------ ----------- CASH AND CASH EQUIVALENTS, end of period $ 9,845,165 $ 4,111,129 ============ ===========
4 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS In the second quarter of 2000 a proposal was passed by a majority vote of the investors of Scottsdale Land Trust Limited Partnership (the Registrant) to dissolve the partnership upon the sale of the remaining land parcels. As of October 31, 2000, one land parcel remains available for sale. Once all of The Perimeter Center parcels are sold, the Registrant will liquidate and distribute its assets in accordance with the partnership agreement. The general partner of the Registrant intends to deposit funds in a liquidating trust until the general partner determines that all contingent liabilities have been paid or that there are no outstanding or contingent liabilities. After payment of all outstanding or contingent liabilities, the remaining trust funds, if any, will be returned to the investors in the same manner as required for liquidating distributions under the partnership agreement. The net amount ultimately available for distribution to the investors depends on various factors, such as the actual cost of the liquidation and the amount of interest income from temporary investments received by the Registrant until completely liquidated. Cash reserves remaining in the Registrant total approximately $2.6 million. During the quarter ended September 30, 2000 (the "period"), the Registrant closed two land sale transactions comprising two parcels aggregating approximately 11 acres. One of the land sales was to an unaffiliated third party, and the other was a land sale to the Registrant's affiliate, Franchise Finance Corporation of America (FFCA). This related party sale was approved earlier this year by a vote of the investors of the Registrant. The land sale transactions during the period provided cash sale proceeds of approximately $6.2 million. The parcels had a total original cost of $2.4 million and closing and other costs of approximately $325,000. These parcel sales resulted in gains totaling approximately $3.5 million. Distributions declared during the period amounted to approximately $7 million, representing the net proceeds from the parcel sales during the quarter and the limited partners' portion of the additional interest received from FFCA upon payoff of its note in May. At October 31, 2000, one remaining land parcel (approximately 6 acres) remains available for sale and the Registrant is in preliminary negotiations for the sale of this parcel. Once this remaining parcel is sold, the Registrant will liquidate and distribute its assets in accordance with the partnership agreement and deposit the remaining funds in the liquidating trust. The liquidating trust would be available to satisfy claims made directly or indirectly with respect to the liquidation of the Registrant for a period of up to 24 months following the effective date of the trust agreement, at which time, as long as there are no unresolved claims, the remaining balance of the liquidating trust will be disbursed to the investors. Revenues totaled approximately $6.5 million for the quarter ended September 30, 2000, as compared to approximately $2.3 million for the comparable quarter in 1999. Total revenues for the nine months ended September 30, 2000 were approximately $24.5 million as compared to approximately $2.8 million for the same period in 1999. Revenues in 2000 were higher because more land sale transactions closed during that period as compared to 1999. There was no interest income on the loan to an affiliate during the quarter ended September 30, 2000, due to the maturity and payment in full of the loan on May 1, 2000. Interest on investments and other income for the period increased by approximately $164,000 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 investors. Total expenses (excluding the cost of land sales) increased by approximately $28,000 for the quarter ended September 30, 2000 over the comparable quarter of the prior year. Year-to-date expenses (excluding the cost of land sales) decreased by $59,000 for the nine-month period from the comparable period of the prior year. The increase during the quarter resulted from payment of professional services. The decrease during the nine-month period is primarily due to decreases in property taxes, repairs and maintenance, and general partner fees. Property taxes and repairs and maintenance expenses decreased due to the sale of land parcels during the past nine months. The general partner fee decreased from the 5 comparable period of the prior year 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. 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 September 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. 6 FFCA INVESTOR SERVICES CORPORATION 88-B BALANCE SHEET - SEPTEMBER 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: November 6, 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: November 6, 2000 By /s/ John Barravecchia ------------------------------------ John Barravecchia, President, Secretary and Treasurer, Chief Financial Officer 9 EX-27 2 fds1.xfd FDS - SCOTTSDALE LAND TRUST
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF SEPTEMBER 30, 2000 AND THE STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000824098 SCOTTSDALE LAND TRUST 1 U.S.DOLLARS 9-MOS Jan-01-2000 Dec-31-2000 Sep-30-2000 1 9,845,165 0 0 0 1,105,172 0 0 0 11,177,961 0 0 0 0 0 3,950,479 11,177,961 0 24,529,575 0 0 0 0 0 14,978,069 0 14,978,069 0 0 0 14,978,069 299.24 0
EX-27.1STOCKFUND 3 fds2.xfd FDS - FFCA INVESTOR SERVICES CORP.
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF SEPTEMBER 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH BALANCE SHEET. 0000824134 FFCA INVESTOR SERVICES CORP 1 U.S.DOLLARS 9-MOS Jan-01-2000 Dec-31-2000 Sep-30-2000 1 9,845,165 0 0 0 1,105,172 0 0 0 11,177,961 0 0 0 0 0 3,950,479 11,177,961 0 24,529,575 0 0 0 0 0 14,978,069 0 14,978,069 0 0 0 14,978,069 299.24 0
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