-----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, IIg85sUWjEeaP3kHFqLnsC+3+SLBUw/O1beUzTwjZe4omqCa+hFlGhmdLsXrKpke vESpz1VW4K7F046kOX2FKQ== 0000950147-99-000827.txt : 19990809 0000950147-99-000827.hdr.sgml : 19990809 ACCESSION NUMBER: 0000950147-99-000827 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990806 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: 99679524 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: 99679525 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 QTRLY REPORT FOR QTR ENDED 06/30/99 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, 1999 [ ] 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, 1999 AND DECEMBER 31, 1998 (Unaudited) June 30, December 31, 1999 1998 ------------ ------------ ASSETS LAND: Held for sale $ 10,286,157 $ 12,486,444 Subject to sale agreements 5,262,658 3,062,371 Subject to sale agreement with affiliate 788,287 788,287 ------------ ------------ Total land 16,337,102 16,337,102 LOAN RECEIVABLE FROM AFFILIATE 7,598,415 7,598,415 CASH AND CASH EQUIVALENTS 2,023,080 2,292,149 PREPAID EXPENSES AND OTHER 187,102 254,702 ------------ ------------ Total assets $ 26,145,699 $ 26,482,368 ============ ============ LIABILITIES AND PARTNERS' CAPITAL DISTRIBUTION PAYABLE TO LIMITED PARTNERS $ 307 $ 441,307 ACCOUNTS PAYABLE AND ACCRUED EXPENSES 204,170 198,193 ------------ ------------ Total liabilities 204,477 639,500 ------------ ------------ PARTNERS' CAPITAL (DEFICIT): General partner (6,543) (7,527) Limited partners 25,947,765 25,850,395 ------------ ------------ Total partners' capital 25,941,222 25,842,868 ------------ ------------ Total liabilities and partners' capital $ 26,145,699 $ 26,482,368 ============ ============ SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited)
Three Months Three Months Six Months Six Months Ended Ended Ended Ended 6/30/99 6/30/98 6/30/99 6/30/98 ---------- ---------- ---------- ---------- REVENUES: Land sales $ -- $1,093,825 $ -- $2,871,073 Interest on loan to affiliate 212,500 212,500 425,000 425,000 Interest on investments and other 21,323 33,467 46,336 82,345 --------- ---------- --------- ---------- 233,823 1,339,792 471,336 3,378,418 --------- ---------- --------- ---------- EXPENSES: Cost of land sales -- 675,929 -- 1,758,434 General partner fees 62,536 65,585 124,386 132,071 Property management fees 9,000 9,000 18,000 18,000 Marketing 2,836 6,917 8,549 10,071 Property taxes 38,634 35,803 89,429 68,898 Other operating 77,203 72,535 132,618 133,011 --------- ---------- --------- ---------- 190,209 865,769 372,982 2,120,485 --------- ---------- --------- ---------- NET INCOME $ 43,614 $ 474,023 $ 98,354 $1,257,933 ========= ========== ========= ========== NET INCOME ALLOCATED TO: General partner $ 436 $ 561 $ 984 $ 1,453 Limited partners 43,178 473,462 97,370 1,256,480 --------- ---------- --------- ---------- $ 43,614 $ 474,023 $ 98,354 $1,257,933 ========= ========== ========= ========== NET INCOME PER LIMITED PARTNERSHIP UNIT (based on 50,000 units held by limited partners) $ .86 $ 9.47 $ 1.95 $ 25.13 ========= ========== ========= ==========
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENT OF CHANGES IN PARTNERS' CAPITAL FOR THE SIX MONTHS ENDED JUNE 30, 1999 (Unaudited) Limited Partners General ----------------------- Partner Number Total Amount of Units Amount Amount --------- -------- ----------- ----------- BALANCE, December 31, 1998 $ (7,527) 50,000 $25,850,395 $25,842,868 Net Income 984 -- 97,370 98,354 -------- ------ ----------- ----------- BALANCE, June 30, 1999 $ (6,543) 50,000 $25,947,765 $25,941,222 ======== ====== =========== =========== SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited) 1999 1998 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 98,354 $ 1,257,933 Adjustments to net income: Change in assets and liabilities: Decrease in land held for sale 2,200,287 913,036 Decrease (increase) in land subject to sales agreements (2,200,287) 578,404 Decrease in prepaid expenses and other 67,600 16,961 Increase in accounts payable and accrued expenses 5,977 5,070 ----------- ----------- Net cash provided by operating activities 171,931 2,771,404 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Limited partner distributions declared -- (2,604,079) Decrease in distribution payable (441,000) (3,229,921) ----------- ----------- Net cash used in financing activities (441,000) (5,834,000) ----------- ----------- NET DECREASE IN CASH AND CASH EQUIVALENTS (269,069) (3,062,596) CASH AND CASH EQUIVALENTS, beginning of period 2,292,149 5,844,446 ----------- ----------- CASH AND CASH EQUIVALENTS, end of period $ 2,023,080 $ 2,781,850 =========== =========== 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. When the Registrant receives full payment on the loan, the cash proceeds will be distributed to the limited partners in accordance with the partnership agreement, net of cash reserves, if any, needed for future operations of the Registrant. Cash reserves remaining in the Registrant at June 30, 1999 total approximately $1.9 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. 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 and distribute its assets in accordance with the partnership agreement. During the quarter ended June 30, 1999 (the period), the Registrant closed no land sale transactions; therefore, there were no cash distributions declared. At June 30, 1999, the Registrant had five parcels of land (approximately 25 acres) under contract for sale, at a price aggregating approximately $11.7 million, to four unaffiliated third parties. The original cost of these five parcels totaled approximately $5.3 million. One of these parcels, representing 4.5 acres, was sold subsequent to June 30, 1999 for approximately $2 million. The parcel had a total original cost of approximately $890,000 and closing and other costs of approximately $135,000. This parcel sale resulted in a gain in July 1999 totaling approximately $1 million. Approximately 60 acres (excluding the parcels in escrow) remain available for sale and 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. Total revenues were approximately $234,000 for the quarter ended June 30, 1999 as compared to approximately $1.3 million for the comparable quarter in 1998. Total revenues for the six months ended June 30, 1999 were approximately $471,000 as compared to approximately $3.4 million for the same period in 1998. Revenues in 1998 were higher because land sales comprised the majority of the revenues in 1998. Interest on investments and other income for the period decreased by approximately $12,000 from the comparable period of the prior year due to the decrease in temporary investment securities held during the quarter ended June 30, 1999. The higher cash balance in 1998 resulted from net land sale proceeds held during that quarter prior to distribution of the cash to the limited partners. Year-to-date amounts were similarly affected. Total expenses (excluding the cost of land sales) for the quarter ended June 30, 1999 were comparable to the prior year. Year to date expenses (excluding the cost of land sales) increased by approximately $11,000 for the six month period over the comparable period of the prior year due primarily to an increase in property taxes which was offset somewhat by a decrease in general partner fees. Property taxes increased, despite the sale of land parcels during the past twelve months, due to higher assessed land values. The general partner fee decreased during the six month period over the 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 June 30, 1999 consist of cash equivalents and a loan receivable from an affiliate. 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. FFCA INVESTOR SERVICES CORPORATION 88-B BALANCE SHEET - JUNE 30, 1999 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: August 4, 1999 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: August 4, 1999 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 JUNE 30, 1999 AND THE STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999 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-31-1999 JUN-30-1999 1 2,023,080 0 0 0 16,337,102 0 0 0 26,145,699 0 0 0 0 0 25,941,222 26,145,699 0 471,336 0 0 0 0 0 98,354 0 98,354 0 0 0 98,354 1.95 0
EX-27.2 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF JUNE 30, 1999 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-31-1999 JUN-30-1999 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
-----END PRIVACY-ENHANCED MESSAGE-----