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, 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
----- -----
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item l. Financial Statements.
------- ---------------------
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
BALANCE SHEETS
MARCH 31, 1996 AND DECEMBER 31, 1995
(Unaudited)
March 31, December 31,
1996 1995
ASSETS ------------ ------------
------
CASH AND CASH EQUIVALENTS $ 4,952,107 $ 1,362,963
LAND HELD FOR SALE 30,087,685 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 125,555 170,742
----------- -----------
Total assets $43,552,049 $42,024,785
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
DISTRIBUTION PAYABLE TO LIMITED PARTNERS $ 3,518,882 $ -
PAYABLE TO GENERAL PARTNER 62,500 27,097
ACCOUNTS PAYABLE AND ACCRUED EXPENSES 77,877 106,703
----------- -----------
Total liabilities 3,659,259 133,800
----------- -----------
PARTNERS' CAPITAL (DEFICIT):
General partner (12,416) (12,601)
Limited partners 39,905,206 41,903,586
----------- -----------
Total partners' capital 39,892,790 41,890,985
----------- -----------
Total liabilities and partners' capital $43,552,049 $42,024,785
=========== ===========
<PAGE>
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
1996 1995
---------- ---------
REVENUES:
Land sales $3,569,700 $ -
Interest on loan to affiliate 212,500 212,500
Interest on investments and other 58,491 16,861
---------- ---------
3,840,691 229,361
---------- ---------
EXPENSES:
Cost of land sales 2,067,511 -
General partner fees 93,750 62,256
Property management fees 9,000 9,000
Marketing 28,372 13,112
Property taxes 43,626 45,652
Other operating 77,745 68,410
---------- ---------
2,320,004 198,430
---------- ---------
NET INCOME $1,520,687 $ 30,931
========== =========
NET INCOME ALLOCATED TO:
General partner $ 185 $ 309
Limited partners 1,520,502 30,622
---------- ---------
$1,520,687 $ 30,931
========== =========
NET INCOME PER LIMITED PARTNERSHIP UNIT
(based on 50,000 units outstanding) $30.41 $.61
========== =========
<PAGE>
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE THREE MONTHS ENDED MARCH 31, 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 185 - 1,520,502 1,520,687
Distribution to
Limited Partners - - (3,518,882) (3,518,882)
-------- ------ ----------- -----------
BALANCE, March 31, 1996 $(12,416) 50,000 $39,905,206 $39,892,790
======== ====== =========== ===========
<PAGE>
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
----------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,520,687 $ 30,931
Adjustments to net income:
Change in assets and liabilities:
Decrease in land subject to sales agreements 2,016,693 -
Decrease in prepaid expenses and other 45,187 9,497
Increase in payable to general partner 35,403 33,376
Decrease in accounts payable and
accrued liabilities (28,826) (54,083)
----------- ----------
Net cash provided by operating activities 3,589,144 19,721
CASH AND CASH EQUIVALENTS, beginning of period 1,362,963 1,329,484
----------- ----------
CASH AND CASH EQUIVALENTS, end of period $ 4,952,107 $1,349,205
=========== ==========
</TABLE>
<PAGE>
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 payable to
Shearson Lehman Hutton Inc., 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 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. 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 March 31, 1996 (the period), the Registrant sold
two land parcels, with an aggregate cost of $2,016,693, to unaffiliated
third parties. These parcel sales resulted in gains aggregating
$1,502,189. One transaction, which closed in January, provided for a cash
sales price of approximately $2.6 million on an 11.8-acre parcel and gave
the buyer an option and right of first refusal on an adjacent six acres of
land for a period of up to three years. The other transaction, which
closed in February, provided for a cash sales price of approximately $1
million on a 4.8-acre parcel and gave the buyer an option to purchase an
additional 6.5 adjacent acres of land for a period of 30 months.
The Registrant declared a cash distribution to the limited partners of
$3,518,882 for the quarter ended March 31, 1996, to be paid in April 1996.
This distribution represents net cash proceeds from the parcel sales
transactions which closed in January and February. During the period, cash
proceeds from the land parcel sales were invested in temporary investment
securities pending distribution to the limited partners.
The increase in revenues from $229,361 for the quarter ended March 31,
1995 to $3,840,691 for the quarter ended March 31, 1996 resulted from
these two land sales, which contributed $3,569,700 to the increase in
revenues during the period. Interest and other income also increased by
$41,630, due to the increase in temporary investment securities held
during the period resulting from the land sale proceeds received in
January and February.
Total expenses for the period increased to $2,320,004 from $198,430 in
1995 primarily due to the cost of the land sales, which includes the
original land and infrastructure costs totaling $2,016,693 and costs
totaling $50,818 related to closing the sale transactions. General partner
fees increased during the period over the prior period because in the
prior period the general partner, in its discretion, permanently waived
$31,494 of the partnership management fees otherwise payable by the
Registrant. Marketing costs also increased by $15,260 during the period
due to increased marketing efforts at the Perimeter Center.
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-B
---------------------------------------
BALANCE SHEET - MARCH 31, 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.
<PAGE>
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: April 29, 1996 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-B
Date: April 29, 1996 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 MARCH 31, 1996
AND THE STATEMENT OF OPERATIONS FOR THE THREE MONTHS
ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000824098
<NAME> SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 4,952,107
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 30,875,972
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 43,552,049
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 39,892,790
<TOTAL-LIABILITY-AND-EQUITY> 43,552,049
<SALES> 3,569,700
<TOTAL-REVENUES> 3,840,691
<CGS> 2,067,511
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,520,687
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,520,687
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,520,687
<EPS-PRIMARY> 30.41
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE BALANCE SHEET AS OF MARCH 31, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
BALANCE SHEET.
</LEGEND>
<CIK> 0000824134
<NAME> FFCA INVESTOR SERVICES CORPORATION 88-B
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<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>
