-----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, QZdq7vVzhvPb31ladyC8BLilubpdWNFHHmhAUXF8blSyWAsc+euGZ9IAKtk6JQi3 SV2QdKyQ7QJNrv/t2+FlCg== 0000950147-97-000526.txt : 19970813 0000950147-97-000526.hdr.sgml : 19970813 ACCESSION NUMBER: 0000950147-97-000526 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970812 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: 97656869 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: 97656870 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 10-Q 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, 1997 ----------------------------------------------- [ ] 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, 1997 AND DECEMBER 31, 1996 (Unaudited) June 30, December 31, 1997 1996 -------- ------------ ASSETS ------ CASH AND CASH EQUIVALENTS $ 4,178,575 $ 2,418,201 ----------- ----------- LAND: Held for Sale 17,519,283 26,326,289 Subject to Sale Agreements 8,509,722 2,980,166 Subject to Sale Agreement With Affiliate 788,287 788,287 ----------- ----------- Total land 26,817,292 30,094,742 ----------- ----------- LOAN RECEIVABLE FROM AFFILIATE 7,598,415 7,598,415 PREPAID EXPENSES AND OTHER 144,820 148,293 ----------- ----------- Total assets $38,739,102 $40,259,651 =========== =========== LIABILITIES AND PARTNERS' CAPITAL --------------------------------- DISTRIBUTION PAYABLE TO LIMITED PARTNERS $ 2,768,878 $ 939,956 PAYABLE TO GENERAL PARTNER - 58,481 ACCOUNTS PAYABLE AND ACCRUED EXPENSES 113,969 160,927 ----------- ----------- Total liabilities 2,882,847 1,159,364 ----------- ----------- PARTNERS' CAPITAL (DEFICIT): General partner (12,195) (12,529) Limited partners 35,868,450 39,112,816 ----------- ----------- Total partners' capital 35,856,255 39,100,287 ----------- ----------- Total liabilities and partners' capital $38,739,102 $40,259,651 =========== =========== SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited)
Three Months Three Months Six Months Six Months Ended Ended Ended Ended 6/30/97 6/30/96 6/30/97 6/30/96 ------------ ------------ ----------- ----------- REVENUES: Land sales $3,030,548 $440,938 $5,924,928 $4,010,638 Interest on loan to affiliate 212,500 212,500 425,000 425,000 Interest on investments and other 53,856 31,334 91,064 89,825 --------- -------- ---------- ---------- 3,296,904 684,772 6,440,992 4,525,463 --------- -------- ---------- ---------- EXPENSES: Cost of land sales 1,775,414 313,336 3,766,456 2,380,847 General partner fees 81,612 87,148 170,870 180,898 Property management fees 9,000 9,000 18,000 18,000 Marketing 6,315 32,295 10,034 60,667 Property taxes 39,999 42,618 84,464 86,244 Other operating 79,745 90,680 199,278 168,425 ---------- -------- ----------- ----------- 1,992,085 575,077 4,249,102 2,895,081 ---------- -------- ----------- ----------- NET INCOME $1,304,819 $109,695 $2,191,890 $1,630,382 ========== ======== ========== ========== NET INCOME (LOSS) ALLOCATED TO: General partner $ 497 $ (179) $ 334 $ 6 Limited partners 1,304,322 109,874 2,191,556 1,630,376 ---------- ---------- ---------- ---------- $1,304,819 $109,695 $2,191,890 $1,630,382 ========== ======== ========== ========== NET INCOME PER LIMITED PARTNERSHIP UNIT (based on 50,000 units held by limited partners) $26.09 $2.20 $43.83 $32.61 ====== ===== ====== ======
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENT OF CHANGES IN PARTNERS' CAPITAL FOR THE SIX MONTHS ENDED JUNE 30, 1997 (Unaudited)
Limited Partners General ----------------------- Partner Number Total Amount of Units Amount Amount --------- -------- ----------- ----------- BALANCE, December 31, 1996 $(12,529) 50,000 $39,112,816 $39,100,287 Net Income 334 -- 2,191,556 2,191,890 Distribution to Limited Partners -- -- (5,435,922) (5,435,922) -------- ------ ----------- ----------- BALANCE, June 30, 1997 $(12,195) 50,000 $35,868,450 $35,856,255 ======== ====== =========== ===========
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited)
1997 1996 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,191,890 $ 1,630,382 Change in assets and liabilities: Decrease in land held for sale 8,807,006 179,117 Decrease (increase) in land subject to sales agreements (5,529,556) 2,016,693 Decrease in prepaid expenses and other 3,473 57,771 Decrease in payable to general partner (58,481) (11,199) Increase (decrease) in accounts payable and accrued expenses (46,958) 74,235 ----------- ----------- Net cash provided by operating activities 5,367,374 3,946,999 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Limited partner distributions declared (5,435,922) (3,518,501) Increase in distribution payable 1,828,922 -- ----------- ----------- Net cash used in financing activities (3,607,000) (3,518,501) ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 1,760,374 428,498 CASH AND CASH EQUIVALENTS, beginning of period 2,418,201 1,362,963 ----------- ----------- CASH AND CASH EQUIVALENTS, end of period $ 4,178,575 $ 1,791,461 =========== ===========
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 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. 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, 1997 (the period), the Registrant sold three land parcels aggregating 10.3 acres to unaffiliated third parties. These transactions provided for an aggregate cash sales price of $3,030,548, an aggregate original cost of $1,513,516 and closing and other costs of $261,898, resulting in a gain of $1,255,134 for the period. The Registrant declared a cash distribution to the limited partners of $2,768,650 for the quarter ended June 30, 1997 (to be paid in August 1997) which represents the net cash proceeds from the above-mentioned parcel sales. Year-to-date distributions declared totaled $5,435,922. During the period, cash proceeds from the land parcel sales were invested in temporary investment securities pending distribution to the limited partners. Land sales revenues comprise the majority of total revenues for the quarters ended June 30, 1997 and 1996. The average sales price per acre of land sold during the period increased 10% to approximately $295,500 per acre from approximately $268,200 per acre for the comparable period of 1996. Land sales revenues were higher in 1997 than in 1996 primarily because the Registrant sold 10.3 acres of land during the quarter ended June 30, 1997 as compared to 1.6 acres sold during the quarter ended June 30, 1996. The Registrant is currently in negotiations with unaffiliated third parties for the sale of approximately 60 acres of land (representing one-third of the land originally held for sale) with prices ranging from $6.00 to $10.00 per square foot. The timing of land sales varies from quarter to quarter and 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 distribution from such sale proceeds. Interest and other income increased by $22,522 due to the increase in temporary investment securities held during the period, resulting from a higher average cash balance invested in the June 1997 quarter, prior to distribution of cash to the limited partners. Total expenses for the period increased by $1,417,008 from the comparable period of the prior year due to increases in the cost of land sales ($1,462,078), offset partially by decreases in general partner fees ($5,536), marketing expenses ($25,980) and other operating expenses ($10,935). General partner fees decreased during the period because the fees are based on Assets Under Management, as defined in the partnership agreement, and as parcels are sold the general partner fees will be reduced accordingly. Marketing expenses vary from quarter to quarter based primarily on the timing of various marketing and promotional events planned for the period. The decrease in other operating expenses resulted primarily from a decrease in repairs and maintenance costs. In January 1997, the Perimeter Center Owners' Association (the Association) began paying for all repairs and maintenance required at the Perimeter Center and is assessing common area maintenance fees to all of the land owners within the Perimeter Center (including the Registrant). The Registrant is charged a common area maintenance fee (based on square footage owned) by the Association and this has resulted in a decrease in repairs and maintenance costs of approximately $8,200 during the period over the same period of the prior year. 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. Part I -- Financial Information - ------------------------------- Item 3. Quantitative and Qualitative Disclosures About Market Risk ---------------------------------------------------------- The Co-Registrants do not use derivative financial instruments. FFCA INVESTOR SERVICES CORPORATION 88-B --------------------------------------- BALANCE SHEET - JUNE 30, 1997 ----------------------------- 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 LIMITED PARTNERSHIP General Partner By PERIMETER CENTER MANAGEMENT COMPANY Corporate General Partner Date: August 12, 1997 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 duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FFCA INVESTOR SERVICES CORPORATION 88-B Date: August 12, 1997 By /s/ John Barravecchia ------------------------------------------- John Barravecchia, President, Secretary and Treasurer EX-27 2 FINANCIAL DATA SCHEDULE FOR 2ND QUARTER 10-Q
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF JUNE 30, 1997 AND THE STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 824098 SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP 1 US DOLLARS 6-MOS DEC-31-1997 JUN-30-1997 1 4,178,575 0 0 0 26,817,292 0 0 0 38,739,102 0 0 0 0 0 35,856,255 38,739,102 5,924,928 6,440,992 3,766,456 0 0 0 0 2,191,890 0 2,191,890 0 0 0 2,191,890 43.83 0
EX-27 3 FINANCIAL DATA SCHEDULE FOR 2ND QUARTER 10-Q
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF JUNE 30,1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH BALANCE SHEET. 824134 FFCA INVESTOR SERVICES CORPORATION 88-B 1 US DOLLARS 6-MOS DEC-31-1997 JUN-30-1997 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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