-----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, WDB9dEgLTYEHRZnA7Vy6iR8YLFrVohUOZ4zn+JqoX6Yf18i/x3jrbFMjJ2ZjozIT BF00Wm28DG5t5AFzRS8hDw== 0000950147-98-000904.txt : 19981113 0000950147-98-000904.hdr.sgml : 19981113 ACCESSION NUMBER: 0000950147-98-000904 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981112 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: 98744582 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: 98744583 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 F.T.Q.E. 9/30/98 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 0-17626 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 (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 SEPTEMBER 30, 1998 AND DECEMBER 31, 1997 (Unaudited) September 30, December 31, 1998 1997 ------------ ------------ ASSETS LAND: Held for sale $13,873,028 $17,232,102 Subject to sale agreements 1,989,551 911,184 Subject to sale agreement with affiliate 788,287 788,287 ----------- ----------- Total land 16,650,866 18,931,573 LOAN RECEIVABLE FROM AFFILIATE 7,598,415 7,598,415 CASH AND CASH EQUIVALENTS 4,313,768 5,844,446 PREPAID EXPENSES AND OTHER 171,426 167,103 ----------- ----------- Total assets $28,734,475 $32,541,537 =========== =========== LIABILITIES AND PARTNERS' CAPITAL DISTRIBUTION PAYABLE TO LIMITED PARTNERS $ 2,442,852 $ 4,228,540 ACCOUNTS PAYABLE AND ACCRUED EXPENSES 162,552 106,893 ----------- ----------- Total liabilities 2,605,404 4,335,433 ----------- ----------- PARTNERS' CAPITAL (DEFICIT): General partner (7,802) (9,839) Limited partners 26,136,873 28,215,943 ----------- ----------- Total partners' capital 26,129,071 28,206,104 ----------- ----------- Total liabilities and partners' capital $28,734,475 $32,541,537 =========== =========== SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS 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: Land sales $2,520,642 $10,582,692 $5,391,715 $16,507,620 Interest on loan to affiliate 212,500 212,500 637,500 637,500 Interest on investments and other 45,768 81,305 128,113 172,369 ---------- ----------- ---------- ----------- 2,778,910 10,876,497 6,157,328 17,317,489 ---------- ----------- ---------- ----------- EXPENSES: Cost of land sales 867,176 6,143,843 2,625,610 9,910,299 General partner fee 64,428 79,427 196,499 250,297 Property management fee 9,000 9,000 27,000 27,000 Marketing - 6,691 10,071 16,725 Property taxes 53,572 31,520 122,470 115,984 Other operating 72,888 102,918 205,899 302,196 ---------- ----------- ---------- ----------- 1,067,064 6,373,399 3,187,549 10,622,501 ---------- ----------- ---------- ----------- NET INCOME $1,711,846 $ 4,503,098 $2,969,779 $ 6,694,988 ========== =========== ========== =========== NET INCOME ALLOCATED TO: General partner $ 584 $ 642 $ 2,037 977 Limited partners 1,711,262 4,502,456 2,967,742 6,694,011 ---------- ----------- ---------- ----------- $1,711,846 $ 4,503,098 $2,969,779 $ 6,694,988 ========== =========== ========== =========== NET INCOME PER LIMITED PARTNERSHIP UNIT (based on 50,000 units held by limited partners) $ 34.22 $ 90.05 $ 59.35 $ 133.88 ========== =========== ========== ===========
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENT OF CHANGES IN PARTNERS' CAPITAL FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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 2,037 - 2,967,742 2,969,779 Distributions to Limited Partners - - (5,046,812) (5,046,812) ------- ------ ----------- ----------- BALANCE, September 30, 1998 $(7,802) 50,000 $26,136,873 $26,129,071 ======= ====== =========== =========== SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,969,779 $ 6,694,988 Change in assets and liabilities: Decrease in land held for sale 3,359,074 10,397,576 Increase in land subject to sales agreements (1,078,367) (1,531,146) Decrease (increase) in prepaid expenses and other (4,323) 7,771 Decrease in payable to general partner -- (4,054) Increase (decrease) in accounts payable and accrued expenses 55,659 (84,716) ----------- ----------- Net cash provided by operating activities 5,301,822 15,480,419 ----------- ----------- CASH FLOWS FOR FINANCING ACTIVITIES: Limited partner distributions declared (5,046,812) (15,463,752) Increase (decrease) in distribution payable (1,785,688) 9,088,252 ----------- ----------- Net cash used in financing activities (6,832,500) (6,375,500) ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,530,678) 9,104,919 CASH AND CASH EQUIVALENTS, beginning of period 5,844,446 2,418,201 ----------- ----------- CASH AND CASH EQUIVALENTS, end of period $ 4,313,768 $11,523,120 =========== =========== 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 September 30, 1998 (the period), the Registrant sold a 2.1 acre land parcel to an unaffiliated third party and 3.7 acres to the State of Arizona for additional right-of-way along the future Outer Loop Freeway. These sales provided cash proceeds of approximately $2.5 million. The parcels had a total original cost of approximately $790,000 and closing and other costs of approximately $80,000. These parcel sales resulted in gains totaling approximately $1.7 million. Cash distributions declared from the parcel sales amounted to approximately $2.4 million for the period. At September 30, 1998, the Registrant had three parcels of land (approximately 10 acres) under contract for sale for a purchase price of approximately $4 million to unaffiliated third parties. The original cost of the parcels was approximately $2 million. Approximately 77 acres (excluding the parcels in escrow) remain available for sale within The Perimeter Center. The Registrant has entered into preliminary negotiations for the sale of several of the remaining land parcels. The Registrant 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 $2.8 million for the quarter ended September 30, 1998 as compared to approximately $10.9 million for the comparable quarter in 1997. Total revenues for the nine months ended September 30, 1998 were $6.2 million as compared to $17.3 million for the same period in 1997. The average sales price per acre of land sold during the nine months ended September 30, 1998 increased 36% to approximately $393,000 per acre from approximately $290,000 per acre for land sold during the nine months ended September 30, 1997. Gain as a percentage of land sale revenues increased to 51% for the nine months ended September 30, 1998, as compared to 40% for the nine months ended September 30, 1997. Interest and other income for the quarter decreased by $35,537 from the comparable quarter of the prior year, resulting from a lower average cash balance invested during the quarter ended September 30, 1998. Year-to-date amounts were similarly affected, although to a lesser extent. Total expenses (excluding the cost of land sales) decreased by $29,668 for the quarter as compared to the prior year due primarily to decreases in the general partner fee ($14,999) and other operating expenses ($30,030), offset somewhat by an increase in property tax expense ($22,052). Year-to-date expense amounts were similarly affected. 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. The decrease in other operating expenses resulted primarily from a decrease in property maintenance costs, as common area maintenance fees (based on square footage owned) are charged to all of the land owners within The Perimeter Center (including the Registrant). Accordingly, as the Registrant sells parcels, its common area maintenance fees decrease. Property taxes increased, despite the sale of land parcels during the past twelve months, due to higher assessed land values. 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 - SEPTEMBER 30, 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: November 10, 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: November 10, 1998 By /s/ John Barravecchia -------------------------------------------- John Barravecchia, President, Secretary and Treasurer EX-27.1 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF SEPTEMBER 30, 1998 AND THE STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 824098 SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP 1 U.S. DOLLARS 9-MOS DEC-31-1998 SEP-30-1998 1 4,313,768 0 0 0 16,650,866 0 0 0 28,734,475 0 0 0 0 0 26,129,071 28,734,475 5,391,715 6,157,328 2,625,610 0 0 0 0 2,969,779 0 2,969,779 0 0 0 2,969,779 59.35 0
EX-27.2 3 FINANCIAL DATA SCHEDULE
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. 824134 FFCA INVESTOR SERVICES CORPORATION 88-B 1 U.S. DOLLARS 9-MOS DEC-31-1998 SEP-30-1998 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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