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
0-18504
PARTICIPATING INCOME PROPERTIES II, L.P.
and
FFCA INVESTOR SERVICES CORPORATION 88-C
- --------------------------------------------------------------------------------
(Exact Name of Co-Registrants as Specified in Their
Organizational Documents)
Delaware 86-0588505
- --------------------------------------------------------------------------------
(Partnership State of Organization) (Partnership I.R.S. Employer
Identification Number)
Delaware 86-0588507
- --------------------------------------------------------------------------------
(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
--- ---
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item l. Financial Statements.
------- ---------------------
PARTICIPATING INCOME PROPERTIES II, L.P.
BALANCE SHEETS
JUNE 30, 1997 AND DECEMBER 31, 1996
(Unaudited)
June 30, December 31,
1997 1996
------------ ------------
ASSETS
------
CASH AND CASH EQUIVALENTS $ 3,882,738 $ 3,790,885
RECEIVABLES FROM LESSEES 200,218 173,000
PROPERTY SUBJECT TO OPERATING LEASES, at cost
Land 11,709,570 11,709,570
Buildings 54,004,577 54,004,577
Equipment 4,926,921 5,268,921
------------ ------------
Total 70,641,068 70,983,068
Less-Accumulated depreciation 20,340,324 19,119,173
------------ ------------
50,300,744 51,863,895
------------ ------------
Total assets $ 54,383,700 $ 55,827,780
============ ============
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
DISTRIBUTION PAYABLE TO LIMITED PARTNERS $ 2,174,717 $ 2,075,158
PAYABLE TO GENERAL PARTNERS -- 18,239
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 67,787 72,787
DEFERRED INCOME 731,361 868,470
------------ ------------
Total liabilities 2,973,865 3,034,654
------------ ------------
PARTNERS' CAPITAL (DEFICIT):
General partners (204,480) (190,647)
Limited partners 51,614,315 52,983,773
------------ ------------
Total partners' capital 51,409,835 52,793,126
------------ ------------
Total liabilities and partners' capital $ 54,383,700 $ 55,827,780
============ ============
<PAGE>
PARTICIPATING INCOME PROPERTIES II, L.P.
STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
6/30/97 6/30/96 6/30/97 6/30/96
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Rental $1,865,905 $1,865,905 $3,731,810 $3,731,810
Participating rentals 618,708 606,613 1,150,225 1,172,198
Interest and other 43,061 38,987 98,758 77,780
Gain on sale of equipment -- -- 2,138 --
---------- ---------- ---------- ----------
2,527,674 2,511,505 4,982,931 4,981,788
---------- ---------- ---------- ----------
EXPENSES:
General partner and
affiliate fees 217,249 217,960 426,350 431,354
Depreciation 756,141 723,820 1,522,539 1,447,640
Operating 45,246 45,151 106,458 99,310
---------- ---------- ---------- ----------
1,018,636 986,931 2,055,347 1,978,304
---------- ---------- ---------- ----------
NET INCOME $1,509,038 $1,524,574 $2,927,584 $3,003,484
========== ========== ========== ==========
NET INCOME ALLOCATED TO:
General partners $ 15,090 $ 15,246 $ 29,276 $ 30,035
Limited partners 1,493,948 1,509,328 2,898,308 2,973,449
---------- ---------- ---------- ----------
$1,509,038 $1,524,574 $2,927,584 $3,003,484
========== ========== ========== ==========
NET INCOME PER LIMITED
PARTNERSHIP UNIT (based on
82,834 units held by limited partners) $ 18.04 $ 18.22 $ 34.99 $ 35.90
========== ========== ========== ==========
</TABLE>
<PAGE>
PARTICIPATING INCOME PROPERTIES II, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE SIX MONTHS ENDED JUNE 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
Limited Partners
General -----------------------------
Partner Number Total
Amount of Units Amount Amount
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1996 $ (190,647) 82,834 $ 52,983,773 $ 52,793,126
Net income 29,276 -- 2,898,308 2,927,584
Distributions to partners (43,109) -- (4,267,766) (4,310,875)
------------ ------------ ------------ ------------
BALANCE, June 30, 1997 $ (204,480) 82,834 $ 51,614,315 $ 51,409,835
============ ============ ============ ============
</TABLE>
<PAGE>
PARTICIPATING INCOME PROPERTIES II, L.P.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,927,584 $ 3,003,484
Adjustments to net income:
Depreciation 1,522,539 1,447,640
Gain on sale of equipment (2,138) --
Change in assets and liabilities:
Increase in receivables from lessees (27,218) (18,567)
Decrease in payable to general partner (18,239) --
Increase (decrease) in accounts payable
and accrued expenses (5,000) 1,375
Decrease in deferred income (137,109) (255,478)
----------- -----------
Net cash provided by operating activities 4,260,419 4,178,454
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of equipment 42,750 --
----------- -----------
CASH FLOWS FOR FINANCING ACTIVITIES:
Partner distributions declared (4,310,875) (4,256,905)
Increase in distribution payable to limited partners 99,559 --
----------- -----------
Net cash used in financing activities (4,211,316) (4,256,905)
----------- -----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 91,853 (78,451)
CASH AND CASH EQUIVALENTS, beginning of period 3,790,885 3,818,927
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 3,882,738 $ 3,740,476
=========== ===========
</TABLE>
<PAGE>
PART I.- FINANCIAL INFORMATION
- ------------------------------
Item 2. Management's Discussion and Analysis of
- ------- Financial Condition and Results of Operations
---------------------------------------------
As of June 30, 1997, Participating Income Properties II, L.P., a Delaware
limited partnership, (the Registrant), had received $82,834,000 in gross
proceeds from its offering of Units. Net funds available for investment,
after payment of sales commissions, organizational costs and acquisition
costs, amounted to $71,956,541. The offering of Units is the Registrant's
sole source of capital, and since the final closing of limited partnership
units was held on December 11, 1989, the Registrant will not receive
additional funds from the offering. The Registrant was fully invested in
thirteen travel plaza properties by June 1991.
The Registrant declared a cash distribution to the limited partners of
$2,174,658 for the quarter ended June 30, 1997 (the period), which
combined with the first quarter distribution of $2,093,108 amounts to
$4,267,766 year to date. During the period, all net proceeds not invested
in real estate were invested in Government Agency discount notes and bank
repurchase agreements (which are secured by United States Treasury and
Government obligations).
During the period, the Registrant received base rental revenue pursuant to
its lease arrangements in the amount of $1,865,905, unchanged from the
same period of the prior year. Base rental revenue for the period includes
the recognition of approximately $69,000 of income previously deferred. In
addition, the Registrant received or accrued participating rentals of
$618,708, for the period as compared to $606,613 in the same period in
1996. The $12,095 increase in participating rentals was due to increased
travel plaza sales. Total expenses increased 3.2% as compared to the same
period in 1996, due to an increase in depreciation expense.
The decrease in total assets reflected in the Registrant's financial
statements filed with this report is mainly attributable to the
depreciation allowance, which is deducted for accounting purposes from the
cost of the assets on the Registrant's books.
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.
<PAGE>
FFCA INVESTOR SERVICES CORPORATION 88-C
---------------------------------------
BALANCE SHEET - JUNE 30, 1997
-----------------------------
ASSETS
Cash $100
Investment in Participating Income Properties II, L.P., 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-C (88-C) was organized on August 11,
1987 to act as the assignor limited partner in Participating Income Properties
II, L.P. (PIP-II).
The assignor limited partner is the owner of record of the limited
partnership units of PIP-II. All rights and powers of 88-C 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-C has no other business purpose
and will not engage in any other activity or incur any debt.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by
the undersigned thereunto duly authorized.
PARTICIPATING INCOME PROPERTIES II, L.P.
By FRANCHISE FINANCE CORPORATION
OF AMERICA II
Corporate General Partner
DATE: July 10, 1997 By /s/ John R. Barravecchia
---------------------------------------------
John R. Barravecchia, Chief Financial Officer
<PAGE>
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-C
DATE: July 10, 1997 By /s/ John R. Barravecchia
---------------------------------------------
John R. Barravecchia, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE BALANCE SHEET AS OF JUNE 30, 1997 AND
THE STATEMENT OF INCOME FOR THE SIX MONTHS ENDED
JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000820806
<NAME> PARTICIPATING INCOME PROPERTIES II, L.P.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 3,882,738
<SECURITIES> 0
<RECEIVABLES> 200,218
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 70,641,068
<DEPRECIATION> 20,340,324
<TOTAL-ASSETS> 54,383,700
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 51,409,835
<TOTAL-LIABILITY-AND-EQUITY> 54,383,700
<SALES> 0
<TOTAL-REVENUES> 4,982,931
<CGS> 0
<TOTAL-COSTS> 2,055,347
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,927,584
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,927,584
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,927,584
<EPS-PRIMARY> 34.99
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
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.
</LEGEND>
<CIK> 0000820807
<NAME> FFCA INVESTOR SERVICES CORPORATION 88-C
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 100
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 200
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 100
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 200
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>