-----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, JupdXF38OcZcMlsiGvyKo9K4LfkZklAAXuF7j7ahui3IgKpFm22bwMGvljdfenHm zhUWTlF1/hQAt+vXpvtONg== 0000950147-99-001261.txt : 19991117 0000950147-99-001261.hdr.sgml : 19991117 ACCESSION NUMBER: 0000950147-99-001261 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991115 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: 99751641 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: 99751642 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 FOR THE QTR ENDED 9/30/99 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 September 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 SEPTEMBER 30, 1999 AND DECEMBER 31, 1998 (Unaudited) September 30, December 31, 1999 1998 ------------ ------------ ASSETS LAND: Held for sale $ 7,092,894 $ 12,486,444 Subject to sale agreements 7,564,545 3,062,371 Subject to sale agreement with affiliate 788,287 788,287 ------------ ------------ Total land 15,445,726 16,337,102 LOAN RECEIVABLE FROM AFFILIATE 7,598,415 7,598,415 CASH AND CASH EQUIVALENTS 4,111,129 2,292,149 PREPAID EXPENSES AND OTHER 106,742 254,702 ------------ ------------ Total assets $ 27,262,012 $ 26,482,368 ============ ============ LIABILITIES AND PARTNERS' CAPITAL DISTRIBUTION PAYABLE TO LIMITED PARTNERS $ 1,923,987 $ 441,307 ACCOUNTS PAYABLE AND ACCRUED EXPENSES 146,227 198,193 ------------ ------------ Total liabilities 2,070,214 639,500 ------------ ------------ PARTNERS' CAPITAL (DEFICIT): General partner (5,129) (7,527) Limited partners 25,196,927 25,850,395 ------------ ------------ Total partners' capital 25,191,798 25,842,868 ------------ ------------ Total liabilities and partners' capital $ 27,262,012 $ 26,482,368 ============ ============ 2 SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited)
Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended 9/30/99 9/30/98 9/30/99 9/30/98 ----------- ----------- ----------- ----------- REVENUES: Land sales $ 2,058,710 $ 2,520,642 $ 2,058,710 $ 5,391,715 Interest on loan to affiliate 212,500 212,500 637,500 637,500 Interest on investments and other 42,905 45,768 89,241 128,113 ----------- ----------- ----------- ----------- 2,314,115 2,778,910 2,785,451 6,157,328 ----------- ----------- ----------- ----------- EXPENSES: Cost of land sales 1,025,906 867,176 1,025,906 2,625,610 General partner fees 61,831 64,428 186,217 196,499 Property management fees 9,000 9,000 27,000 27,000 Marketing 1,950 -- 10,499 10,071 Property taxes (22,412) 53,572 67,017 122,470 Other operating 63,584 72,888 196,202 205,899 ----------- ----------- ----------- ----------- 1,139,859 1,067,064 1,512,841 3,187,549 ----------- ----------- ----------- ----------- NET INCOME $ 1,174,256 $ 1,711,846 $ 1,272,610 $ 2,969,779 =========== =========== =========== =========== NET INCOME ALLOCATED TO: General partner $ 1,415 $ 584 $ 2,398 $ 2,037 Limited partners 1,172,841 1,711,262 1,270,212 2,967,742 ----------- ----------- ----------- ----------- $ 1,174,256 $ 1,711,846 $ 1,272,610 $ 2,969,779 =========== =========== =========== =========== NET INCOME PER LIMITED PARTNERSHIP UNIT (based on 50,000 units held by limited partners) $ 23.46 $ 34.22 $ 25.40 $ 59.35 =========== =========== =========== ===========
3 SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENT OF CHANGES IN PARTNERS' CAPITAL FOR THE NINE MONTHS ENDED SEPTEMBER 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 2,398 -- 1,270,212 1,272,610 Distribution to Limited Partners -- -- (1,923,680) (1,923,680) ------- ------ ------------ ------------ BALANCE, September 30, 1999 $(5,129) 50,000 $ 25,196,927 $ 25,191,798 ======= ====== ============ ============
4 SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) 1999 1998 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,272,610 $ 2,969,779 Adjustments to net income: Change in assets and liabilities: Decrease in land held for sale 5,393,550 3,359,074 Increase in land subject to sales agreements (4,502,174) (1,078,367) Decrease (increase) in prepaid expenses and other 147,960 (4,323) Increase (decrease) in accounts payable and accrued expenses (51,966) 55,659 ----------- ----------- Net cash provided by operating activities 2,259,980 5,301,822 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Limited partner distributions declared (1,923,680) (5,046,812) Increase (decrease) in distribution payable 1,482,680 (1,785,688) ----------- ----------- Net cash used in financing activities (441,000) (6,832,500) ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,818,980 (1,530,678) CASH AND CASH EQUIVALENTS, beginning of period 2,292,149 5,844,446 ----------- ----------- CASH AND CASH EQUIVALENTS, end of period $ 4,111,129 $ 4,313,768 =========== =========== 5 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 September 30, 1999 total approximately $2 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 September 30, 1999 (the period), the Registrant sold one 4.5 acre land parcel to an unaffiliated third party. This land sale provided cash sale proceeds of approximately $2,060,000. 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 of approximately $1,030,000. Cash distributions declared from the parcel sale proceeds amounted to $1,923,680 for the period. At September 30, 1999, the Registrant had seven parcels of land (approximately 46 acres) under contract for sale, at prices aggregating approximately $21.3 million, to five unaffiliated third parties. The original cost of these seven parcels totaled approximately $7.6 million. One of these parcels, representing 4.8 acres, was sold subsequent to September 30, 1999 for approximately $1.9 million. The parcel had a total original cost of approximately $856,000 and closing and other costs of approximately $64,000. This parcel sale resulted in a gain in October 1999 totaling approximately $1 million. Approximately 34 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 $2.3 million for the quarter ended September 30, 1999 as compared to $2.8 million for the comparable quarter in 1998. Total revenues for the nine months ended September 30, 1999 were $2.8 million as compared to $6.2 million for the same period in 1998. Revenues were higher in the nine month period of 1998 because more land sales closed during that period as compared to 1999. Interest on investments and other income for the nine month period decreased by $38,872 from the comparable period of the prior year due to the decrease in temporary investment securities held during the nine months ended September 30, 1999. The higher cash balance in 1998 resulted from net land sale proceeds held during that period prior to distribution of the cash to the limited partners. The quarterly decrease was not significant. 6 Total expenses (excluding the cost of land sales) decreased by $85,935 for the quarter ended September 30, 1999 from the comparable quarter the prior year. Year-to-date expenses (excluding the cost of land sales) decreased by approximately $75,000 for the nine month period over the comparable period of the prior year. These decreases were 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 twelve months. In addition, the current year's property tax assessment was lower than anticipated, so the property tax accrual was adjusted accordingly. The general partner fee decreased from 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 September 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. 7 FFCA INVESTOR SERVICES CORPORATION 88-B BALANCE SHEET - SEPTEMBER 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. 8 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 4, 1999 By /s/ John Barravecchia -------------------------------------------- John Barravecchia, Executive Vice President, Treasurer and Chief Financial Officer 9 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 4, 1999 By /s/ John Barravecchia --------------------------------------- John Barravecchia, President, Secretary and Treasurer 10 EX-27.1 2 FDS-SCOTTSDALE LAND TRUST LTD PARTNERSHIP
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF SEPTEMBER 30, 1999 AND THE STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 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-31-1999 SEP-30-1999 1 4,111,129 0 0 0 15,445,726 0 0 0 27,262,012 0 0 0 0 0 25,191,798 27,262,012 0 2,785,451 0 1,025,906 0 0 0 1,272,610 0 1,272,610 0 0 0 1,272,610 25.40 0
EX-27.2 3 FDS-FFCA INVESTOR SERVICES CORPORATION 88-B
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF SEPTEMBER 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 9-MOS DEC-31-1999 SEP-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
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