-----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, RlnF+H1kttkArkwCZkarujef4i/iWc9MuGvc+84TDG18KFvCzppay+dIttY0lgUe ndX7ERlqTDHK4jlrmFBLrw== 0000950147-96-000316.txt : 19960809 0000950147-96-000316.hdr.sgml : 19960809 ACCESSION NUMBER: 0000950147-96-000316 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960808 SROS: NONE 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: 1934 Act SEC FILE NUMBER: 000-17626 FILM NUMBER: 96606238 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: 1934 Act SEC FILE NUMBER: 000-17853 FILM NUMBER: 96606239 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 FORM 10Q 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, 1996 ----------------------------------------------- [ ] 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 JUNE 30, 1996 AND DECEMBER 31, 1995 (Unaudited) June 30, December 31, 1996 1995 ------- ------------ ASSETS ------ CASH AND CASH EQUIVALENTS $ 1,791,461 $ 1,362,963 LAND HELD FOR SALE 29,908,568 30,087,685 LAND SUBJECT TO SALES AGREEMENTS - 2,016,693 LAND SUBJECT TO SALES AGREEMENT WITH AFFILIATE 788,287 788,287 LOAN RECEIVABLE FROM AFFILIATE 7,598,415 7,598,415 PREPAID EXPENSES AND OTHER 112,971 170,742 ----------- ----------- Total assets $40,199,702 $42,024,785 =========== =========== LIABILITIES AND PARTNERS' CAPITAL --------------------------------- DISTRIBUTION PAYABLE TO LIMITED PARTNERS $ 307,103 $ - PAYABLE TO GENERAL PARTNER 15,898 27,097 ACCOUNTS PAYABLE AND ACCRUED EXPENSES 180,938 106,703 ----------- ----------- Total liabilities 503,939 133,800 ----------- ----------- PARTNERS' CAPITAL (DEFICIT): General partner (12,595) (12,601) Limited partners 39,708,358 41,903,586 ----------- ----------- Total partners' capital 39,695,763 41,890,985 ----------- ----------- Total liabilities and partners' capital $40,199,702 $42,024,785 =========== =========== SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (Unaudited)
Three Months Three Months Six Months Six Months Ended Ended Ended Ended 6/30/96 6/30/95 6/30/96 6/30/95 ------------ ------------ ---------- ---------- REVENUES: Land sales $440,938 $ - $4,010,638 $ - Interest on loan to affiliate 212,500 212,500 425,000 425,000 Interest on investments and other 31,334 18,011 89,825 34,872 -------- --------- ---------- --------- 684,772 230,511 4,525,463 459,872 -------- --------- ---------- --------- EXPENSES: Cost of land sales 313,336 - 2,380,847 - General partner fees 87,148 76,172 180,898 138,428 Property management fees 9,000 9,000 18,000 18,000 Marketing 32,295 11,706 60,667 25,239 Property taxes 42,618 45,652 86,244 91,304 Other operating 90,680 76,425 168,425 144,414 -------- --------- ---------- --------- 575,077 218,955 2,895,081 417,385 -------- --------- ---------- --------- NET INCOME $109,695 $ 11,556 $1,630,382 $ 42,487 ======== ========= ========== ========= NET INCOME ALLOCATED TO: General partner $ (179) $ 116 $ 6 $ 425 Limited partners 109,874 11,440 1,630,376 42,062 -------- --------- ---------- --------- $109,695 $ 11,556 $1,630,382 $ 42,487 ======== ========= ========== ========= NET INCOME PER LIMITED PARTNERSHIP UNIT (based on 50,000 units held by limited partners) $2.20 $.23 $32.61 $.84 ===== ==== ====== ====
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENT OF CHANGES IN PARTNERS' CAPITAL FOR THE SIX MONTHS ENDED JUNE 30, 1996 (Unaudited)
Limited Partners General -------------------- Partner Number Total Amount of Units Amount Amount ------ -------- ------ ------ BALANCE, December 31, 1995 $ (12,601) 50,000 $ 41,903,586 $ 41,890,985 Net Income 6 -- 1,630,376 1,630,382 Distributions to Limited Partners -- -- (3,825,604) (3,825,604) ----------- ------ ------------ ------------ BALANCE, June 30, 1996 $ (12,595) 50,000 $ 39,708,358 $ 39,695,763 ============ ====== ============ ============
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (Unaudited)
1996 1995 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,630,382 $ 42,487 Change in assets and liabilities: Decrease in land held for sale 179,117 - Decrease in land subject to sales agreements 2,016,693 - Decrease in prepaid expenses and other 57,771 18,994 Decrease in payable to general partner (11,199) - Increase (decrease) in accounts payable and accrued expenses 74,235 (22,751) ----------- ---------- Net cash provided by operating activities 3,946,999 38,730 CASH FLOWS FOR FINANCING ACTIVITIES: Distributions to limited partners (3,518,501) - ----------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS 428,498 38,730 CASH AND CASH EQUIVALENTS, beginning of period 1,362,963 1,329,484 ----------- ---------- CASH AND CASH EQUIVALENTS, end of period $ 1,791,461 $1,368,214 =========== ==========
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, including selling expenses, the financial advisory fee, property acquisition fee and due diligence expense reimbursement, 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 FFCA loan, 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. All unexpended funds are 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 approximate $1.3 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. Aside from the sale of land parcels, the Registrant's primary sources of revenue are interest payments received from FFCA under the Loan Agreement and interest earned on the Registrant's temporary investments. During the quarter ended June 30, 1996 (the period), the Registrant sold one land parcel, with an original cost of $179,117 and closing and other costs of $134,219, to an unaffiliated third party. This parcel sale resulted in a gain of $127,602. The transaction, which closed in June, provided for a cash sales price of $440,938 on a 1.64-acre parcel. The Registrant is also currently in preliminary negotiations with an unaffiliated third party for the sale of a two-acre parcel. The Registrant declared a cash distribution to the limited partners of $306,722 for the quarter ended June 30, 1996, to be paid in August 1996. This distribution represents net cash proceeds from the above-mentioned parcel sale. Year-to-date distributions declared from parcel sales amounted to $3,825,604. During the period, cash proceeds from the land parcel sale were invested in temporary investment securities pending distribution to the limited partners. The increase in revenues of $454,261 for the period over the same period of the prior year resulted from the land sale, which contributed $440,938 to this increase. Interest and other income also increased by $13,323 due to the increase in temporary investment securities held during the period, resulting from the first and second quarter land sale proceeds received, prior to distribution to the limited partners. Total expenses for the period increased by $356,122 over the comparable period of the prior year primarily due to the cost of the land sale, which includes the original land and infrastructure costs totaling $179,117 and costs totaling $134,219 related to closing the sale transaction. General partner fees increased during the period because in the comparable period of the prior year, the general partner, in its discretion, permanently waived $17,578 of the partnership management fees otherwise payable by the Registrant. Marketing costs also increased by $20,589 during the period due to increased marketing efforts at the Perimeter Center. Other operating expenses were higher in 1996 than in 1995 primarily due to utility refunds received during 1995. 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 - JUNE 30, 1996 ----------------------------- 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 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, L.P. General Partner By PERIMETER CENTER MANAGEMENT COMPANY Corporate General Partner Date: August 6, 1996 By /s/ John R. Barravecchia --------------------------------------------- John R. Barravecchia, Chief Financial Officer 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: August 6, 1996 By /s/ John R. Barravecchia --------------------------------- John R. Barravecchia, President EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF JUNE 30, 1996 AND THE STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000824098 SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP US DOLLARS 6-MOS DEC-31-1996 JUN-30-1996 1 1,791,461 0 0 0 30,696,855 0 0 0 40,199,702 0 0 0 0 0 39,695,763 40,199,702 4,010,638 4,525,463 2,380,847 0 0 0 0 1,630,382 0 1,630,382 0 0 0 1,630,382 32.61 0
EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH BALANCE SHEET. 0000824134 FFCA INVESTOR SERVICES CORPORATION 88-B US DOLLARS 6-MOS DEC-31-1996 JUN-30-1996 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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