-----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, NQGl+aas5ULDBCpLG3pdhDX6+mlMmihrpCW4qx4/zw4eEYSGlvvup630MCHUMLZD E6xRj5jILyDQ1RviqRLVKQ== 0000950147-97-000769.txt : 19971111 0000950147-97-000769.hdr.sgml : 19971111 ACCESSION NUMBER: 0000950147-97-000769 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971110 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: SEC FILE NUMBER: 000-17626 FILM NUMBER: 97710911 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: 97710912 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 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, 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 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 (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 SEPTEMBER 30, 1997 AND DECEMBER 31, 1996 (Unaudited)
September 30, December 31, 1997 1996 ------------ ------------ ASSETS ------ LAND: Held for Sale $ 15,928,713 $ 26,326,289 Subject to Sale Agreements 4,511,312 2,980,166 Subject to Sale Agreement With Affiliate 788,287 788,287 ------------ ------------ Total land 21,228,312 30,094,742 LOAN RECEIVABLE FROM AFFILIATE 7,598,415 7,598,415 CASH AND CASH EQUIVALENTS 11,523,120 2,418,201 PREPAID EXPENSES AND OTHER 140,522 148,293 ------------ ------------ Total assets $ 40,490,369 $ 40,259,651 ============ ============ LIABILITIES AND PARTNERS' CAPITAL --------------------------------- DISTRIBUTION PAYABLE TO LIMITED PARTNERS $ 10,028,208 $ 939,956 PAYABLE TO GENERAL PARTNER 54,427 58,481 ACCOUNTS PAYABLE AND ACCRUED EXPENSES 76,211 160,927 ------------ ------------ Total liabilities 10,158,846 1,159,364 ------------ ------------ PARTNERS' CAPITAL (DEFICIT): General partner (11,552) (12,529) Limited partners 30,343,075 39,112,816 ------------ ------------ Total partners' capital 30,331,523 39,100,287 ------------ ------------ Total liabilities and partners' capital $ 40,490,369 $ 40,259,651 ============ ============
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited)
Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended 9/30/97 9/30/96 9/30/97 9/30/96 ------------ ------------ ------------ ------------ REVENUES: Land sales $ 10,582,692 $ -- $ 16,507,620 $ 4,010,638 Interest on loan to affiliate 212,500 212,500 637,500 637,500 Interest on investments and other 81,305 19,951 172,369 109,776 ------------ ------------ ------------ ------------ 10,876,497 232,451 17,317,489 4,757,914 ------------ ------------ ------------ ------------ EXPENSES: Cost of land sales 6,143,843 -- 9,910,299 2,380,847 General partner fee 79,427 90,123 250,297 271,021 Property management fee 9,000 9,000 27,000 27,000 Marketing 6,691 16,675 16,725 77,342 Property taxes 31,520 45,882 115,984 132,126 Other operating 102,918 90,336 302,196 258,761 ------------ ------------ ------------ ------------ 6,373,399 252,016 10,622,501 3,147,097 ------------ ------------ ------------ ------------ NET INCOME (LOSS) $ 4,503,098 $ (19,565) $ 6,694,988 $ 1,610,817 ============ ============ ============ ============ NET INCOME (LOSS) ALLOCATED TO: General partner $ 642 $ (196) $ 977 $ (190) Limited partners 4,502,456 (19,369) 6,694,011 1,611,007 ------------ ------------ ------------ ------------ $ 4,503,098 $ (19,565) $ 6,694,988 $ 1,610,817 ============ ============ ============ ============ NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT (based on 50,000 units held by limited partners) $ 90.05 $ (.39) $ 133.88 $ 32.22 ============ ============ ============ ============
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENT OF CHANGES IN PARTNERS' CAPITAL FOR THE NINE MONTHS ENDED SEPTEMBER 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 977 -- 6,694,011 6,694,988 Distributions to Limited Partners -- -- (15,463,752) (15,463,752) ------------ ------------ ------------ ------------ BALANCE, September 30, 1997 $ (11,552) 50,000 $ 30,343,075 $ 30,331,523 ============ ============ ============ ============
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited)
1997 1996 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 6,694,988 $ 1,610,817 Change in assets and liabilities: Decrease in land held for sale 10,397,576 179,117 Decrease (increase) in land subject to sales agreements (1,531,146) 2,016,693 Decrease in prepaid expenses and other 7,771 66,451 Decrease in payable to general partner (4,054) (27,097) Increase (decrease) in accounts payable and accrued expenses (84,716) 87,441 ------------ ------------ Net cash provided by operating activities 15,480,419 3,933,422 ------------ ------------ CASH FLOWS FOR FINANCING ACTIVITIES: Distributions to limited partners (6,375,500) (3,825,501) ------------ ------------ NET INCREASE IN CASH AND CASH EQUIVALENTS 9,104,919 107,921 CASH AND CASH EQUIVALENTS, beginning of period 2,418,201 1,362,963 ------------ ------------ CASH AND CASH EQUIVALENTS, end of period $ 11,523,120 $ 1,470,884 ============ ============
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. 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 all of its other assets and distribute them in accordance with the partnership agreement. Funds pending distribution to the limited partners are temporarily 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 $1.4 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. During the quarter ended September 30, 1997 (the period), the Registrant sold 12 land parcels aggregating 35.3 acres to unaffiliated third parties. Land sale transactions during the quarter provided aggregate cash sales proceeds of $10,582,692 and closing and other costs of $554,862, resulting in net cash proceeds of $10,027,830. Sales for the nine months ended September 30, 1997 totaled 19 land parcels aggregating 55.7 acres and resulted in net cash proceeds of $15,463,752. The Registrant declared a cash distribution to the limited partners of $10,027,830 for the quarter ended September 30, 1997 (to be paid in November 1997) which, combined with the first and second quarterly distributions totaling $5,435,922, amounts to $15,463,752 year to date. Land sales comprise the majority of total revenues for the quarter ended September 30, 1997 (there were no land sales during the comparable quarter ended September 30, 1996). The average sales price per acre of land sold during the period increased 32% to approximately $299,800 per acre from approximately $227,500 per acre for land sold during the year ended December 31, 1996. It also represents an increase over the average sales price per acre for land sold in the first two quarters of 1997 ($291,000 per acre). Gain as a percentage of land sale revenues remained constant at 42% and 40% for the quarter and nine months ended September 30, 1997, respectively, compared to 41% for the nine months ended September 30, 1996. The Registrant sold two parcels of land in October 1997 representing 17.2 acres and has an additional 23.6 acres in escrow under contract to sell. These October sales and parcels in escrow have a combined weighted average sales price of $340,000 per acre. Including the October 1997 parcel sales, 61% of the original land held for sale at The Perimeter Center is either sold or in escrow. The timing of land sales varies from quarter to quarter and the Registrant cannot determine which, if any, of its 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 for the period increased by $61,354 over the comparable period of the prior year due to the increase in temporary investment securities resulting from a higher average cash balance invested in the September 1997 quarter. This high cash balance results from net sale proceeds held during the quarter prior to distribution of the cash to the limited partners. Total expenses (excluding the cost of land sales) for the period decreased by $22,460 from the comparable period of the prior year due to decreases in the general partner fee ($10,696), marketing expenses ($9,984) and property taxes ($14,362) and are partially offset by an increase in other operating expenses. The general partner fee decreased during the period because the fee is based on Assets Under Management, as defined in the partnership agreement, and as parcels are sold the general partner fee 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. In January 1997, the Perimeter Center Owners' Association (the Association) began paying for all common area 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. Other operating costs during the period increased $12,582 over the comparable quarter of 1996 due to higher water usage. 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 - SEPTEMBER 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 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: November 7, 1997 By /s/ John Barravecchia ------------------------------------------ John Barravecchia, 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: November 7, 1997 By /s/ John Barravecchia ------------------------------------------ John Barravecchia, President EX-27.1 2 FINANCIAL DATA SCHEDULE FOR 3RD QUARTER 10-Q
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF SEPTEMBER 30, 1997 AND THE STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 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-31-1997 SEP-30-1997 1 11,523,120 0 0 0 21,228,312 0 0 0 40,490,369 0 0 0 0 0 30,331,523 40,490,369 16,507,620 17,317,489 9,910,299 0 0 0 0 6,694,988 0 6,694,988 0 0 0 6,694,988 133.88 0
EX-27.2 3 FINANCIAL DATA SCHEDULE FOR 3RD QUARTER 10-Q
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF SEPTEMBER 30, 1997 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-31-1997 SEP-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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