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Previous: WELLS REAL ESTATE FUND II-OW, 10-Q, 1996-11-12 |
Next: GATEWAY TAX CREDIT FUND LTD, 10-Q, 1996-11-12 |
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, 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
SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
(Unaudited)
September 30, December 31,
1996 1995
------------ ------------
ASSETS
------
CASH AND CASH EQUIVALENTS $ 1,470,884 $ 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 104,291 170,742
------------ ------------
Total assets $ 39,870,445 $ 42,024,785
============ ============
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
PAYABLE TO GENERAL PARTNER $ -- $ 27,097
ACCOUNTS PAYABLE AND ACCRUED EXPENSES 194,247 106,703
------------ ------------
Total liabilities 194,247 133,800
------------ ------------
PARTNERS' CAPITAL (DEFICIT):
General partner (12,791) (12,601)
Limited partners 39,688,989 41,903,586
------------ ------------
Total partners' capital 39,676,198 41,890,985
------------ ------------
Total liabilities and
partners' capital $ 39,870,445 $ 42,024,785
============ ============
<PAGE>
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
9/30/96 9/30/95 9/30/96 9/30/95
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES:
Land sales $ -- $ -- $ 4,010,638 $ --
Interest on loan to affiliate 212,500 212,500 637,500 637,500
Interest on investments and other 19,951 18,171 109,776 53,043
----------- ----------- ----------- -----------
232,451 230,671 4,757,914 690,543
----------- ----------- ----------- -----------
EXPENSES:
Cost of land sales -- -- 2,380,847 --
General partner fees 90,123 69,489 271,021 207,917
Property management fees 9,000 9,000 27,000 27,000
Marketing 16,675 10,688 77,342 35,927
Property taxes 45,882 48,537 132,126 139,841
Other operating 90,336 100,025 258,761 244,439
----------- ----------- ----------- -----------
252,016 237,739 3,147,097 655,124
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ (19,565) $ (7,068) $ 1,610,817 $ 35,419
=========== =========== =========== ===========
NET INCOME (LOSS) ALLOCATED TO:
General partner $ (196) $ (71) $ (190) $ 354
Limited partners (19,369) (6,997) 1,611,007 35,065
----------- ----------- ----------- -----------
$ (19,565) $ (7,068) $ 1,610,817 $ 35,419
=========== =========== =========== ===========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT (based on
50,000 units held by limited partners) $ (.39) $ (.14) $ 32.22 $ .70
=========== =========== =========== ===========
</TABLE>
<PAGE>
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
Limited Partners
General -----------------------------
Partner Number Total
Amount of Units Amount Amount
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1995 $ (12,601) 50,000 $ 41,903,586 $ 41,890,985
Net Income (Loss) (190) -- 1,611,007 1,610,817
Distributions to Limited Partners -- -- (3,825,604) (3,825,604)
------------ ------------ ------------ ------------
BALANCE, September 30, 1996 $ (12,791) 50,000 $ 39,688,989 $ 39,676,198
============ ============ ============ ============
</TABLE>
<PAGE>
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,610,817 $ 35,419
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 66,451 18,435
Decrease in payable to general partner (27,097) --
Increase (decrease) in accounts
payable and accrued expenses 87,441 (67,458)
----------- -----------
Net cash provided by (used in) operating activities 3,933,422 (13,604)
----------- -----------
CASH FLOWS FOR FINANCING ACTIVITIES:
Distributions to limited partners (3,825,501) --
----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 107,921 (13,604)
CASH AND CASH EQUIVALENTS, beginning of period 1,362,963 1,329,484
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 1,470,884 $ 1,315,880
=========== ===========
</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, 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 period, the
Registrant entered into preliminary negotiations for the sale of several
of the smaller land parcels located within The Perimeter Center. 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. Year-to-date
distributions declared from parcel sales amounted to $3,825,604.
Revenues for the period primarily consisted of interest earned on the FFCA
loan, and remained constant as compared to the same period of the prior
year. Total expenses for the period increased by $14,277 over the
comparable period of the prior year due to increases in general partner
fees and marketing expenses, offset partially by decreases in property
taxes and other operating expenses. General partner fees increased during
the period because in the comparable period of the prior year, the general
partner, in its discretion, permanently waived $24,261 of the partnership
management fees otherwise payable by the Registrant. Marketing costs
increased by $5,987 during the period due to increased marketing efforts
at The Perimeter Center. The decrease in property taxes resulted from the
sale of land parcels earlier this 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.
<PAGE>
FFCA INVESTOR SERVICES CORPORATION 88-B
---------------------------------------
BALANCE SHEET - SEPTEMBER 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.
<PAGE>
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: October 7, 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 caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FFCA INVESTOR SERVICES CORPORATION 88-B
Date: October 7, 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 SEPTEMBER 30, 1996 AND
THE STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000824098
<NAME> SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 1,470,884
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 30,696,855
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 39,870,445
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 39,676,198
<TOTAL-LIABILITY-AND-EQUITY> 39,870,445
<SALES> 4,010,638
<TOTAL-REVENUES> 4,757,914
<CGS> 2,380,847
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,610,817
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,610,817
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,610,817
<EPS-PRIMARY> 32.22
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE BALANCE SHEET AS OF SEPTEMBER 30, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
BALANCE SHEET.
</LEGEND>
<CIK> 0000824134
<NAME> FFCA INVESTOR SERVICES CORPORATION 88-B
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<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>
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