-----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, WTDxFTKXo4GwNgKKas7VAoOb0n7KP2fJN2f/mnujDkJJsFGgIUU9i1Tf9iIptukN cdnfRvl8ljHzxg5t8PAcKg== 0000950147-98-000366.txt : 19980512 0000950147-98-000366.hdr.sgml : 19980512 ACCESSION NUMBER: 0000950147-98-000366 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980511 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000824098 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [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: 98615867 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: REAL ESTATE [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: 98615868 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 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 March 31, 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 0-17626 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 (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 l. Financial Statements. ------ -------------------- SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP BALANCE SHEETS MARCH 31, 1998 AND DECEMBER 31, 1997 (Unaudited)
March 31, December 31, 1998 1997 ------------ ------------ ASSETS ------ LAND: Held for sale $ 16,192,164 $ 17,232,102 Subject to sale agreements 1,039,938 911,184 Subject to sale agreement with affiliate 788,287 788,287 ------------ ------------ Total land 18,020,389 18,931,573 LOAN RECEIVABLE FROM AFFILIATE 7,598,415 7,598,415 CASH AND CASH EQUIVALENTS 3,272,629 5,844,446 PREPAID EXPENSES AND OTHER 167,120 167,103 ------------ ------------ Total assets $ 29,058,553 $ 32,541,537 ============ ============ LIABILITIES AND PARTNERS' CAPITAL --------------------------------- DISTRIBUTION PAYABLE TO LIMITED PARTNERS $ 1,605,967 $ 4,228,540 ACCOUNTS PAYABLE AND ACCRUED EXPENSES 68,499 106,893 ------------ ------------ Total liabilities 1,674,466 4,335,433 ------------ ------------ PARTNERS' CAPITAL (DEFICIT): General partner (8,947) (9,839) Limited partners 27,393,034 28,215,943 ------------ ------------ Total partners' capital 27,384,087 28,206,104 ------------ ------------ Total liabilities and partners' capital $ 29,058,553 $ 32,541,537 ============ ============
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (Unaudited)
1998 1997 ----------- ----------- REVENUES: Land sales $ 1,777,248 $ 2,894,380 Interest on loan to affiliate 212,500 212,500 Interest on investments and other 48,878 37,208 ----------- ----------- 2,038,626 3,144,088 ----------- ----------- EXPENSES: Cost of land sales 1,082,505 1,991,042 General partner fees 66,486 89,258 Property management fees 9,000 9,000 Marketing 3,154 3,720 Property taxes 33,095 44,465 Other operating 60,476 119,532 ----------- ----------- 1,254,716 2,257,017 ----------- ----------- NET INCOME $ 783,910 $ 887,071 =========== =========== NET INCOME ALLOCATED TO: General partner $ 892 $ (163) Limited partners 783,018 887,234 ----------- ----------- $ 783,910 $ 887,071 =========== =========== NET INCOME PER LIMITED PARTNERSHIP UNIT (based on 50,000 units held by limited partners) $ 15.66 $ 17.74 =========== ===========
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENT OF CHANGES IN PARTNERS' CAPITAL FOR THE THREE MONTHS ENDED MARCH 31, 1998 (Unaudited)
Limited Partners General --------------------------- Partner Number Total Amount of Units Amount Amount ------------ ------------ ------------ ------------ BALANCE, December 31, 1997 $ (9,839) 50,000 $ 28,215,943 $ 28,206,104 Net Income 892 -- 783,018 783,910 Distribution to Limited Partners -- -- (1,605,927) (1,605,927) ------------ ------------ ------------ ------------ BALANCE, March 31, 1998 $ (8,947) 50,000 $ 27,393,034 $ 27,384,087 ============ ============ ============ ============
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (Unaudited)
1998 1997 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 783,910 $ 887,071 Adjustments to net income: Change in assets and liabilities: Decrease in land held for sale 1,039,938 2,143,476 Increase in land subject to sales agreements (128,754) (379,543) Increase in prepaid expenses and other (17) (66,330) Decrease in payable to general partner -- (473) Increase (decrease) in accounts payable and accrued liabilities (38,394) 9,305 ----------- ----------- Net cash provided by operating activities 1,656,683 2,593,506 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Limited partner distribution declared (1,605,927) (2,667,272) Increase (decrease) in distribution payable (2,622,573) 1,727,772 ----------- ----------- Net cash used in financing activities (4,228,500) (939,500) ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,571,817) 1,654,006 CASH AND CASH EQUIVALENTS, beginning of period 5,844,446 2,418,201 ----------- ----------- CASH AND CASH EQUIVALENTS, end of period $ 3,272,629 $ 4,072,207 =========== ===========
PART I - FINANCIAL INFORMATION - ------------------------------ 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. Pursuant to the loan agreement, FFCA makes monthly payments of interest only to the Registrant and is current on such payments. The entire principal balance of the loan is due in May 2000, or earlier if all of The Perimeter Center land parcels are sold prior to that date. The Registrant's primary sources of revenue are land sales, interest payments received from FFCA under the loan agreement 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 all of its other assets and distribute them in accordance with the partnership agreement. Funds pending distribution to the limited partners are temporarily invested in U.S. Government Agency discount notes and bank repurchase agreements (which are secured by United States Treasury and Government obligations). Reserves remaining in the Registrant are approximately $1.7 million. These reserves may be used from time to time to pay amounts assessed by the city or county taxing authorities for developmental or other costs. During the quarter ended March 31, 1998 (the period), the Registrant sold two land parcels aggregating 5.1 acres to unaffiliated third parties. Land sale transactions during the quarter provided aggregate cash sales proceeds of approximately $1.8 million. The parcels had a total original cost of approximately $911,000 and closing and other costs of approximately $171,000. These parcel sales resulted in gains totaling approximately $695,000. Cash distributions declared from the parcel sales amounted to $1.6 million for the period. At March 31, 1998, the Registrant had one parcel of land (approximately 10.5 acres) under contract for sale for a purchase price of approximately $4.2 million to an unaffiliated third party. The original cost of the parcel is approximately $1 million. Approximately 85 acres (excluding the parcel in escrow) remain available for sale within The Perimeter Center and the Partnership has entered into preliminary negotiations for the sale of several land parcels. The Partnership cannot determine which, if any, of these negotiations will result in the sale of a land parcel and, therefore, cannot predict the timing or amount of any future cash distributions. Land sales comprise the majority of the total revenues of the Registrant. Total revenues were approximately $2 million for the quarter ended March 31, 1998 as compared to approximately $3 million for the comparable quarter in 1997. The average sales price per acre of land sold during the period increased 22% to approximately $348,500 per acre from approximately $286,500 per acre for land sold during the quarter ended March 31, 1997. Gain as a percentage of land sale revenues increased to 39% for the quarter ended March 31, 1998, as compared to 31% for the quarter ended March 31, 1997. Interest and other income for the period increased by $11,670 over the comparable period of the prior year due to the increase in temporary investment securities resulting from a higher average cash balance invested during the March 1998 quarter. This high cash balance results from net sale proceeds held during the quarter prior to distribution of the cash to the limited partners. Total expenses (excluding the cost of land sales) decreased by $93,764 for the period from the comparable period of the prior year due primarily to decreases in the general partner fee ($22,772), property taxes ($11,370) and other operating expenses ($59,056). The general partner fee decreased during the 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. Property taxes decreased due to the sale of land parcels during 1997. The decrease in other operating expenses resulted primarily from a decrease in repairs and maintenance costs. In January 1997, the Perimeter Center Owners' Association (the Association) began paying for all common area maintenance required at the Perimeter Center and is assessing common area maintenance fees to all of the land owners within the Perimeter Center (including the Registrant). The Registrant is charged a common area maintenance fee (based on square footage owned) by the Association. 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-B --------------------------------------- BALANCE SHEET - MARCH 31, 1998 ------------------------------ 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. 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: May 11, 1998 By /s/ John Barravecchia --------------------------------------------- John Barravecchia, Executive Vice President, Treasurer and 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-B Date: May 11, 1998 By /s/ John Barravecchia ------------------------------------------------------- John Barravecchia, President, Secretary and Treasurer EX-27.1 2 FINANCIAL DATA SCHEDULE FOR 1ST QUARTER 10-Q
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF MARCH 31, 1998 AND THE STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 824098 SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP 1 U. S. DOLLARS 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 1 3,272,629 0 0 0 18,020,389 0 0 0 29,058,553 0 0 0 0 0 27,384,087 29,058,553 1,777,248 2,038,626 1,082,505 0 0 0 0 783,910 0 783,910 0 0 0 783,910 15.66 0
EX-27.2 3 FINANCIAL DATA SCHEDULE FOR 1ST QUARTER 10-Q
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH BALANCE SHEET. 824134 FFCA INVESTOR SERVICES CORPORATION 88-B 1 U. S. DOLLARS 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 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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