-----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, JcJa46JkiyXRfYr3IL41qA6s4Oon06fdbT6dUNXLoaYVQWzmvpvhLDhfToe0ffQb 6CPLfKyBg+6y+pTOrsOZ0g== 0000950147-00-000720.txt : 20000515 0000950147-00-000720.hdr.sgml : 20000515 ACCESSION NUMBER: 0000950147-00-000720 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000512 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: 629699 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: 629700 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 3/31/00 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 March 31, 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 MARCH 31, 2000 AND DECEMBER 31, 1999 (Unaudited) March 31, December 31, 2000 1999 ------------ ------------ ASSETS LAND: Held for sale $ 1,744,556 $ 5,109,126 Subject to sale agreements 2,740,607 3,118,364 Subject to sale agreements with affiliate 1,412,250 788,287 ------------ ------------ Total land 5,897,413 9,015,777 LOAN RECEIVABLE FROM AFFILIATE 7,598,415 7,598,415 CASH AND CASH EQUIVALENTS 8,992,569 16,667,333 PREPAID EXPENSES AND OTHER 89,718 159,228 ------------ ------------ Total assets $ 22,578,115 $ 33,440,753 ============ ============ LIABILITIES AND PARTNERS' CAPITAL DISTRIBUTION PAYABLE TO LIMITED PARTNERS $ 6,268,628 $ 14,314,676 ACCOUNTS PAYABLE AND ACCRUED EXPENSES 233,703 163,786 ------------ ------------ Total liabilities 6,502,331 14,478,462 ------------ ------------ PARTNERS' CAPITAL (DEFICIT): General partner (1,481) (3,844) Limited partners 16,077,265 18,966,135 ------------ ------------ Total partners' capital 16,075,784 18,962,291 ------------ ------------ Total liabilities and partners' capital $ 22,578,115 $ 33,440,753 ============ ============ 1 SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999 (Unaudited) 2000 1999 ---------- ---------- REVENUES: Land sales $6,603,799 $ -- Interest on loan to affiliate 212,500 212,500 Interest on investments and other 188,712 25,013 ---------- ---------- 7,005,011 237,513 ---------- ---------- EXPENSES: Cost of land sales 3,458,143 -- General partner fees 44,880 61,850 Property management fees 9,000 9,000 Marketing -- 5,713 Property taxes 20,509 50,795 Other operating 90,534 55,415 ---------- ---------- 3,623,066 182,773 ---------- ---------- NET INCOME $3,381,945 $ 54,740 ========== ========== NET INCOME ALLOCATED TO: General partner $ 2,363 $ 547 Limited partners 3,379,582 54,193 ---------- ---------- $3,381,945 $ 54,740 ========== ========== NET INCOME PER LIMITED PARTNERSHIP UNIT (based on 50,000 units held by limited partners) $ 67.59 $ 1.08 ========== ========== 2 SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENT OF CHANGES IN PARTNERS' CAPITAL FOR THE THREE MONTHS ENDED MARCH 31, 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 2,363 -- 3,379,582 3,381,945 Distribution to Limited Partners -- -- (6,268,452) (6,268,452) ------------ ------------ ------------ ------------ BALANCE, March 31, 2000 $ (1,481) 50,000 $ 16,077,265 $ 16,075,784 ============ ============ ============ ============
3 SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999 (Unaudited) 2000 1999 ------------ ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 3,381,945 $ 54,740 Adjustments to net income: Change in assets and liabilities: Decrease in land held for sale 3,364,570 -- Increase in land subject to sales agreements (246,206) -- Decrease in prepaid expenses and other 69,510 140,428 Increase (decrease) in accounts payable and accrued liabilities 69,917 (25,205) ------------ ----------- Net cash provided by operating activities 6,639,736 169,963 ------------ ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Limited partner distribution declared (6,268,452) -- Decrease in distribution payable (8,046,048) (441,000) ------------ ----------- Net cash used in financing activities (14,314,500) (441,000) ------------ ----------- NET DECREASE IN CASH AND CASH EQUIVALENTS (7,674,764) (271,037) CASH AND CASH EQUIVALENTS, beginning of period 16,667,333 2,292,149 ------------ ----------- CASH AND CASH EQUIVALENTS, end of period $ 8,992,569 $ 2,021,112 ============ =========== 4 SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 (1) SUBSEQUENT EVENT: As provided in the Partnership agreement, the Partnership entered into an agreement on December 29, 1988 to sell approximately five acres of the Property (the Parcel) to FFCA at a purchase price determined by independent appraisal to be the fair market value of the unimproved Parcel and related improvements. In connection with the sale agreement, the Partnership also funded the construction of an office building on the Parcel that is the corporate headquarters of FFCA. This loan to FFCA for the acquisition of the Parcel, the office building and the parcel improvements totaled $8.5 million. On May 1, 2000, this loan matured and the principal, together with accrued interest, was paid. In addition, FFCA paid Additional Interest in the amount of $1.13 million, as provided in the loan agreement. The sale of the Parcel to FFCA was recognized in the Partnership's financial statements on May 1, 2000 when the amounts loaned to FFCA were repaid to the Partnership. 5 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 has made monthly payments to the Registrant of interest only, through maturity of the loan on May 1, 2000, at which time the principal balance of the loan was paid off, together with accrued interest, and Additional Interest in the amount of $1.13 million. Reserves remaining in the Registrant are 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 have been land sales, interest payments received from FFCA under the loan agreement (interest payments were made through May 1, 2000 at which time the loan was paid in full) 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. As of May 3, 2000, all land parcels were sold or are under contract for sale. A proxy statement was filed with the Securities and Exchange Commission in April 2000, requesting an investor vote on the sale of a parcel of property to a related party and on the dissolution of the partnership upon sale of the remaining parcels under contract. During the quarter ended March 31, 2000 (the period), the Registrant closed two land sale transactions comprising three parcels aggregating approximately 13 acres to unaffiliated third parties. The land sale transactions during the period provided cash sale proceeds of approximately $6.6 million. The parcels had a total original cost of $3.1 million and closing and other costs of approximately $328,000. These parcel sales resulted in gains totaling $3.2 million. Distributions declared from the parcel sale net proceeds amounted to approximately $6.3 million for the period. At May 3, 2000, the four remaining land parcels (approximately 34 acres) were all under contract for sale at prices aggregating approximately $17.8 million. The original cost of these four parcels totaled approximately $5.1 million. Three of the parcels are under contract to unaffiliated third parties and one parcel is under contract with a related party. The related party contract was entered into on February 7, 2000 with Franchise Finance Corporation of America, an affiliate of the General Partner, to purchase a parcel (approximately 3.6 acres) adjacent to its corporate headquarters. This sale is subject to the approval, by vote, of the majority of the limited partner interest of the Partnership. Additionally, all of these contracts are subject to a due diligence process and, therefore, the Registrant cannot predict which, if any of these contracts will result in the sale of a land parcel or the timing or the amount of any future cash distributions. Once the remaining parcels are sold, the Partnership will liquidate and distribute its assets in accordance with the Partnership agreement. Total revenues were approximately $7 million for the quarter ended March 31, 2000 as compared to approximately $238,000 for the comparable quarter in 1999. Revenues in 2000 were higher because land sales comprised the majority of the revenues in 2000 and there were no land sales during the first quarter of 1999. 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 that quarter prior to distribution of the cash to the limited partners. Total expenses (excluding the cost of land sales) decreased by approximately $18,000 for the period over the comparable period of the prior year due primarily to lower property taxes and lower general partner fees due to the sale of land parcels. These reductions were offset by costs related to the Proxy Statement filed in April 2000. 6 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 March 31, 2000 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 - MARCH 31, 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. 8 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly 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 12, 2000 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 duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FFCA INVESTOR SERVICES CORPORATION 88-B Date: May 12, 2000 By /s/ John Barravecchia ----------------------------------------- John Barravecchia, President, Secretary and Treasurer 10 EX-27.1 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF MARCH 31, 2000 AND THE STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000 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-31-2000 MAR-31-2000 1 8,992,569 0 0 0 5,897,413 0 0 0 22,578,115 0 0 0 0 0 16,075,784 22,578,115 0 7,005,011 0 3,458,143 0 0 0 3,381,945 0 3,381,945 0 0 0 3,381,945 67.59 0
EX-27.2 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF MARCH 31, 2000 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-31-2000 MAR-31-2000 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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