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, 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
JUNE 30, 1996 AND DECEMBER 31, 1995
(Unaudited)
June 30, December 31,
1996 1995
------- ------------
ASSETS
------
CASH AND CASH EQUIVALENTS $ 1,791,461 $ 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 112,971 170,742
----------- -----------
Total assets $40,199,702 $42,024,785
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
DISTRIBUTION PAYABLE TO LIMITED PARTNERS $ 307,103 $ -
PAYABLE TO GENERAL PARTNER 15,898 27,097
ACCOUNTS PAYABLE AND ACCRUED EXPENSES 180,938 106,703
----------- -----------
Total liabilities 503,939 133,800
----------- -----------
PARTNERS' CAPITAL (DEFICIT):
General partner (12,595) (12,601)
Limited partners 39,708,358 41,903,586
----------- -----------
Total partners' capital 39,695,763 41,890,985
----------- -----------
Total liabilities and
partners' capital $40,199,702 $42,024,785
=========== ===========
<PAGE>
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
6/30/96 6/30/95 6/30/96 6/30/95
------------ ------------ ---------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Land sales $440,938 $ - $4,010,638 $ -
Interest on loan to affiliate 212,500 212,500 425,000 425,000
Interest on investments and other 31,334 18,011 89,825 34,872
-------- --------- ---------- ---------
684,772 230,511 4,525,463 459,872
-------- --------- ---------- ---------
EXPENSES:
Cost of land sales 313,336 - 2,380,847 -
General partner fees 87,148 76,172 180,898 138,428
Property management fees 9,000 9,000 18,000 18,000
Marketing 32,295 11,706 60,667 25,239
Property taxes 42,618 45,652 86,244 91,304
Other operating 90,680 76,425 168,425 144,414
-------- --------- ---------- ---------
575,077 218,955 2,895,081 417,385
-------- --------- ---------- ---------
NET INCOME $109,695 $ 11,556 $1,630,382 $ 42,487
======== ========= ========== =========
NET INCOME ALLOCATED TO:
General partner $ (179) $ 116 $ 6 $ 425
Limited partners 109,874 11,440 1,630,376 42,062
-------- --------- ---------- ---------
$109,695 $ 11,556 $1,630,382 $ 42,487
======== ========= ========== =========
NET INCOME PER LIMITED
PARTNERSHIP UNIT (based on
50,000 units held by limited partners) $2.20 $.23 $32.61 $.84
===== ==== ====== ====
</TABLE>
<PAGE>
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE SIX MONTHS ENDED JUNE 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 6 -- 1,630,376 1,630,382
Distributions to Limited Partners -- -- (3,825,604) (3,825,604)
----------- ------ ------------ ------------
BALANCE, June 30, 1996 $ (12,595) 50,000 $ 39,708,358 $ 39,695,763
============ ====== ============ ============
</TABLE>
<PAGE>
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
----------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,630,382 $ 42,487
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 57,771 18,994
Decrease in payable to general partner (11,199) -
Increase (decrease) in accounts
payable and accrued expenses 74,235 (22,751)
----------- ----------
Net cash provided by operating activities 3,946,999 38,730
CASH FLOWS FOR FINANCING ACTIVITIES:
Distributions to limited partners (3,518,501) -
----------- ----------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 428,498 38,730
CASH AND CASH EQUIVALENTS, beginning of period 1,362,963 1,329,484
----------- ----------
CASH AND CASH EQUIVALENTS, end of period $ 1,791,461 $1,368,214
=========== ==========
</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 quarter ended June 30, 1996 (the period), the Registrant sold
one land parcel, with an original cost of $179,117 and closing and other
costs of $134,219, to an unaffiliated third party. This parcel sale
resulted in a gain of $127,602. The transaction, which closed in June,
provided for a cash sales price of $440,938 on a 1.64-acre parcel. The
Registrant is also currently in preliminary negotiations with an
unaffiliated third party for the sale of a two-acre parcel.
The Registrant declared a cash distribution to the limited partners of
$306,722 for the quarter ended June 30, 1996, to be paid in August 1996.
This distribution represents net cash proceeds from the above-mentioned
parcel sale. Year-to-date distributions declared from parcel sales
amounted to $3,825,604. During the period, cash proceeds from the land
parcel sale were invested in temporary investment securities pending
distribution to the limited partners.
The increase in revenues of $454,261 for the period over the same period
of the prior year resulted from the land sale, which contributed $440,938
to this increase. Interest and other income also increased by $13,323 due
to the increase in temporary investment securities held during the period,
resulting from the first and second quarter land sale proceeds received,
prior to distribution to the limited partners.
Total expenses for the period increased by $356,122 over the comparable
period of the prior year primarily due to the cost of the land sale, which
includes the original land and infrastructure costs totaling $179,117 and
costs totaling $134,219 related to closing the sale transaction. General
partner fees increased during the period because in the comparable period
of the prior year, the general partner, in its discretion, permanently
waived $17,578 of the partnership management fees otherwise payable by the
Registrant. Marketing costs also increased by $20,589 during the period
due to increased marketing efforts at the Perimeter Center. Other
operating expenses were higher in 1996 than in 1995 primarily due to
utility refunds received during 1995.
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 - JUNE 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 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: August 6, 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: August 6, 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 JUNE 30, 1996 AND THE STATEMENT OF
OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000824098
<NAME> SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<CASH> 1,791,461
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 30,696,855
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 40,199,702
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 39,695,763
<TOTAL-LIABILITY-AND-EQUITY> 40,199,702
<SALES> 4,010,638
<TOTAL-REVENUES> 4,525,463
<CGS> 2,380,847
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,630,382
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,630,382
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,630,382
<EPS-PRIMARY> 32.61
<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, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH BALANCE SHEET.
</LEGEND>
<CIK> 0000824134
<NAME> FFCA INVESTOR SERVICES CORPORATION 88-B
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-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>
