<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended September 30, 1999
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OR
[_] 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 0-12537
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First Capital Income Properties, Ltd. - Series VIII
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(Exact name of registrant as specified in its charter)
Florida 59-2192277
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two North Riverside Plaza, Suite 700, Chicago, Illinois 60606-2607
- ------------------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
(312) 207-0020
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(Registrant's telephone number, including area code)
Not applicable
--------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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
---- ----
Documents incorporated by reference:
The First Amended and Restated Certificate and Agreement of Limited Partnership
filed as Exhibit A to the Partnership's Prospectus dated July 28, 1982,
included in the Partnership's Registration Statement on Form S-11, is
incorporated herein by reference in Part I of this report.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
September 30,
1999 December 31,
(Unaudited) 1998
- ----------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investment in commercial rental properties:
Land $ 3,985,900 $ 3,985,900
Buildings and improvements 21,256,600 20,033,500
- ----------------------------------------------------------------------------
25,242,500 24,019,400
Accumulated depreciation and amortization (10,138,700) (9,609,400)
- ----------------------------------------------------------------------------
Total investment properties, net of accumulated
depreciation and amortization 15,103,800 14,410,000
Cash and cash equivalents 443,800 2,392,000
Investments in debt securities 3,296,600 3,243,600
Rents receivable 28,500 95,200
Other assets 45,100 1,100
- ----------------------------------------------------------------------------
$ 18,917,800 $20,141,900
- ----------------------------------------------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued expenses $ 381,300 $ 353,900
Due to Affiliates, net 46,700 56,600
Distributions payable 427,800 427,800
Security deposits 61,800 31,600
Other liabilities 14,300
- ----------------------------------------------------------------------------
917,600 884,200
- ----------------------------------------------------------------------------
Partners' capital:
General Partners (deficit) (132,800) (30,300)
Limited Partners (70,000 Units issued and
outstanding) 18,133,000 19,288,000
- ----------------------------------------------------------------------------
18,000,200 19,257,700
- ----------------------------------------------------------------------------
$ 18,917,800 $20,141,900
- ----------------------------------------------------------------------------
</TABLE>
STATEMENTS OF PARTNERS' CAPITAL
For the nine months ended September 30, 1999 (Unaudited)
and the year ended December 31, 1998
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Partners' (deficit) capital, January 1,
1998 $ (27,000) $25,340,000 $25,313,000
Net income for the year ended December
31, 1998 183,400 1,263,000 1,446,400
Distributions for the year ended December
31, 1998 (186,700) (7,315,000) (7,501,700)
- -------------------------------------------------------------------------------
Partners' (deficit) capital, December 31,
1998 (30,300) 19,288,000 19,257,700
Net income for the nine months ended
September 30, 1999 25,900 -- 25,900
Distributions for the nine months ended
September 30, 1999 (128,400) (1,155,000) (1,283,400)
- -------------------------------------------------------------------------------
Partners' (deficit) capital, September
30, 1999 $(132,800) $18,133,000 $18,000,200
- -------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements
2
<PAGE>
STATEMENTS OF INCOME AND EXPENSES
For the quarters ended September 30, 1999 and 1998
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
<TABLE>
<CAPTION>
1999 1998
- ----------------------------------------------------------------------------
<S> <C> <C>
Income:
Rental $494,100 $834,600
Interest 58,600 149,500
- ----------------------------------------------------------------------------
552,700 984,100
- ----------------------------------------------------------------------------
Expenses:
Depreciation and amortization 191,800 186,900
Property operating:
Affiliates 19,200 43,600
Nonaffiliates 150,700 150,900
Real estate taxes 80,000 85,100
Insurance--Affiliate 6,800 16,100
Repairs and maintenance 101,400 108,700
General and administrative:
Affiliates 8,900 5,600
Nonaffiliates 30,100 20,700
Additional expenses of sale of property 1,100
- ----------------------------------------------------------------------------
588,900 618,700
- ----------------------------------------------------------------------------
Net (loss) income $(36,200) $365,400
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Net (loss) income allocated to General Partners $(36,200) $ 42,800
- ----------------------------------------------------------------------------
Net (loss) income allocated to Limited Partners $ 0 $322,600
- ----------------------------------------------------------------------------
Net (loss) income allocated to Limited Partners per Unit
(70,000 Units outstanding) $ 0.00 $ 4.61
- ----------------------------------------------------------------------------
</TABLE>
STATEMENTS OF INCOME AND EXPENSES
For the nine months ended September 30, 1999 and 1998
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
<TABLE>
<CAPTION>
1999 1998
- ------------------------------------------------------------------------
<S> <C> <C>
Income:
Rental $1,450,400 $3,132,800
Interest 177,100 306,600
- ------------------------------------------------------------------------
1,627,500 3,439,400
- ------------------------------------------------------------------------
Expenses:
Depreciation and amortization 529,300 560,400
Property operating:
Affiliates 47,900 172,600
Nonaffiliates 378,500 455,400
Real estate taxes 240,000 342,300
Insurance--Affiliate 20,000 28,900
Repairs and maintenance 287,600 334,400
General and administrative:
Affiliates 23,700 17,500
Nonaffiliates 74,600 85,000
Loss on sale of property 339,300
- ------------------------------------------------------------------------
1,601,600 2,335,800
- ------------------------------------------------------------------------
Net income $ 25,900 $1,103,600
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Net income allocated to General Partners $ 25,900 $ 140,500
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Net income allocated to Limited Partners $ 0 $ 963,100
- ------------------------------------------------------------------------
Net income allocated to Limited Partners per Unit
(70,000 Units outstanding) $ 0.00 $ 13.76
- ------------------------------------------------------------------------
</TABLE>
STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 1999 and 1998
(Unaudited)
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 25,900 $ 1,103,600
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 529,300 560,400
Loss on sale of property 339,300
Changes in assets and liabilities:
Decrease in rents receivable 66,700 59,000
(Increase) decrease in other assets (44,000) 10,100
Increase (decrease) in accounts payable and accrued
expenses 27,400 (215,600)
(Decrease) increase in due to Affiliates (9,900) 8,100
(Decrease) in other liabilities (14,300) (29,700)
- --------------------------------------------------------------------------------
Net cash provided by operating activities 581,100 1,835,200
- --------------------------------------------------------------------------------
Cash flows from investing activities:
(Increase) in investments in debt securities, net (53,000) (2,401,100)
Proceeds from sale of property 5,655,200
Payments for capital and tenant improvements (1,223,100) (69,800)
- --------------------------------------------------------------------------------
Net cash (used for) provided by investing
activities (1,276,100) 3,184,300
- --------------------------------------------------------------------------------
Cash flows from financing activities:
Distributions paid to Partners (1,283,400) (1,516,700)
Increase (decrease) in security deposits 30,200 (26,800)
- --------------------------------------------------------------------------------
Net cash (used for) financing activities (1,253,200) (1,543,500)
- --------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (1,948,200) 3,476,000
Cash and cash equivalents at the beginning of the
period 2,392,000 5,353,200
- --------------------------------------------------------------------------------
Cash and cash equivalents at the end of the period $ 443,800 $ 8,829,200
- --------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
September 30, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
DEFINITION OF SPECIAL TERMS:
Capitalized terms used in this report have the same meaning as those terms have
in the Partnership's Registration Statement filed with the Securities and
Exchange Commission on Form S-11. Definitions of these terms are contained in
Article III of the First Amended and Restated Certificate and Agreement of
Limited Partnership, which is included in the Registration Statement and
incorporated herein by reference.
ACCOUNTING POLICIES:
The financial statements have been prepared in accordance with generally
accepted accounting principles ("GAAP"). The Partnership utilizes the accrual
method of accounting. Under this method, revenues are recorded when earned and
expenses are recorded when incurred. The Partnership recognizes rental income
that is contingent upon tenants' achieving specified targets, only to the
extent that such targets are attained.
Preparation of the Partnership's financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
The financial information included in these financial statements is unaudited;
however, in management's opinion, all adjustments (consisting of only normal,
recurring accruals) necessary for a fair presentation of the results of
operations for the periods included have been made. Results of operations for
the quarter and nine months ended September 30, 1999 are not necessarily
indicative of the operating results for the year ending December 31, 1999.
The Partnership has one reportable segment as the Partnership is in the
disposition phase of its life cycle, wherein it is seeking to liquidate its
remaining operating assets. Management's focus, therefore, is to prepare its
assets for sale and find purchasers for its remaining assets when market
conditions warrant such an action. The Partnership has two tenants who occupy
21% of the Partnership's rental properties. These tenants occupied 11% and 10%
of the Partnership's rentable space, respectively. In addition, the Partnership
has entered into an agreement, effective on February 1, 2000, to lease 17% of
the Partnership's rentable space to another tenant.
Commercial rental properties held for investment are recorded at cost, net of
any provisions for value impairment, and depreciated (exclusive of amounts
allocated to land) on the straight-line method over their estimated useful
lives. Upon classifying a commercial rental property as held for disposition,
no depreciation or amortization of such property is provided for in the
financial statements. Lease acquisition fees are recorded at cost and amortized
over the life of each respective lease. Repair and maintenance costs are
expensed as incurred; expenditures for improvements are capitalized and
depreciated over the estimated life of such improvements.
The Partnership evaluates its rental properties for impairment when conditions
exist which may indicate that it is probable that the sum of expected cash
flows (undiscounted) from a property is less than its estimated carrying basis.
Upon determination that an impairment has occurred, the carrying basis in the
rental property is reduced to its estimated fair market value. Management was
not aware of any indicator that would result in a significant impairment loss
during the periods reported.
Property sales are recorded when title transfers and sufficient consideration
has been received by the Partnership. Upon disposition, the related costs and
accumulated depreciation and amortization are removed from the respective
accounts. Gains or losses on sales are recognized in accordance with GAAP.
Cash equivalents are considered all highly liquid investments with maturity of
three months or less when purchased.
Investments in debt securities at September 30, 1999 are comprised of corporate
debt securities and obligations of the United States government and are
classified as held-to-maturity. These investments are carried at their
amortized cost basis in the financial statements, which approximated fair
market value. All of these securities had maturities of less than one year when
purchased.
Reference is made to the Partnership's annual report for the year ended
December 31, 1998 for a description of other accounting policies and additional
details of the Partnership's financial condition, results of operations,
changes in Partners' capital and changes in cash balances for the year then
ended. The details provided in the notes thereto have not changed except as a
result of normal transactions in the interim or as otherwise disclosed herein.
2. RELATED PARTY TRANSACTIONS:
In accordance with the Partnership Agreement, subsequent to December 23, 1982,
the Termination of the Offering, the General Partners are entitled to 10% of
Cash Flow (as defined in the Partnership Agreement), as a Partnership
Management Fee. Net Profits (exclusive of Net Profits from the sale or
disposition of Partnership properties) are allocated: first, to the General
Partners, in an amount equal to the greater of the General Partners'
Partnership Management Fee for such fiscal year, or 1% of such Net Profits; and
second, the balance, if any, to the Limited Partners. Net Profits from the sale
or disposition of a Partnership property are allocated: first, to the General
Partners and the Limited Partners with negative balances in their capital
accounts, pro rata in proportion to such respective negative balances, to the
extent of the total of such negative balances; second, to the General Partners,
in an amount necessary to make the aggregate amount of their capital accounts
equal to the greater of the Sale or Refinancing Proceeds to be distributed to
the General Partners with respect to the sale or disposition of such property
or 1% of such Net Profits; and third, the balance, if any, to the Limited
Partners. Net Losses (exclusive of Net Losses from the sale, disposition or
provision for value impairment of Partnership properties) are allocated 1% to
the General Partners and 99% to the Limited Partners. Net Losses from the sale,
disposition or provision for value impairment of Partnership properties are
allocated: first, to the extent that the balance in the General Partners'
capital accounts exceeds their Capital Investment or the balance in the capital
accounts of the Limited Partners exceeds the amount of their Capital Investment
(the "Excess Balances"), to the General Partners and the Limited Partners pro
rata in proportion to such Excess Balances until such Excess Balances are
reduced to zero; second, to the General Partners and the Limited Partners pro
rata in proportion to the balances in their respective capital accounts until
the balances in their capital accounts shall be reduced to zero; and third, the
balance, if any, 99% to the Limited Partners and 1% to the General Partners. In
all events there shall be allocated to the General Partners not less than 1% of
Net Profits and Net Losses from the sale, disposition or provision for value
impairment of a Partnership property. For the quarter and nine months ended
September 30, 1999, the General Partners were paid a Partnership Management Fee
of $42,800 and $128,400, respectively. For the quarter and nine months ended
September 30, 1999 the General Partners were allocated Net (Losses) Profits of
$(36,200) and $25,900, respectively. For the quarter and nine months ended
September 30, 1998, the General Partners were paid Cash Flow (as defined in the
Partnership Agreement), and allocated Net Profits of $42,800 and $143,600,
respectively. In addition, the General Partners were allocated a loss on the
sale of property of $(3,400) for the nine months ended September 30, 1998.
Fees and reimbursements paid and payable by the Partnership to Affiliates
during the quarter and nine months ended September 30, 1999 were as follows:
<TABLE>
<CAPTION>
Paid
----------------
<S> <C> <C> Payable
Nine
Quarter Months
- -----------------------------------------------------------------------
Property management and leasing fees $18,400 $ 61,500 $ 6,300
Reimbursement of property insurance premiums 6,800 20,000 None
Real estate commission (a) None None 37,700
Legal 48,600 57,400 None
Reimbursement of expenses, at cost:
--Accounting 5,100 13,400 2,000
--Investor communications 4,000 10,100 700
- -----------------------------------------------------------------------
$82,900 $162,400 $46,700
- -----------------------------------------------------------------------
</TABLE>
(a) As of September 30, 1999, the Partnership owed $37,700 to the Managing
General Partner for real estate commissions earned in connection with the
sale of a property. These commissions have been accrued but not paid. In
accordance with the Partnership Agreement, the Partnership will not pay the
General Partners or any Affiliates a real estate commission from the sale
of a Partnership property until Limited Partners have received cumulative
distributions of Sale or Refinancing Proceeds equal to 100% of their
Original Capital Contribution, plus a cumulative return (including all Cash
Flow (as defined in the Partnership Agreement) which has been distributed
to the Limited Partners from the initial date of investment) of 6% simple
interest per annum on their Capital Investment.
The variance between amounts in this table and the Statement of Income and
Expense are due to capitalized legal costs.
On-site property management for the Partnership's office property is provided
by an Affiliate of the Managing General Partner and for its retail shopping
center by a third-party management group both for 3% of gross rents received
from the properties. The Affiliate and the third-party property management
groups are entitled to leasing fees equal to 3% of gross rents received from
the properties, reduced by leasing fees, if any, paid to third parties.
3. COMMITMENTS:
The Partnership has entered into various construction contracts or has made
commitments in leases to reimburse tenants for construction costs. In addition,
the Partnership is obligated to pay leasing commissions. These commitments are
related to the re-tenanting of Brookwood. Total commitments as of September 30,
1999 are approximately $1,200,000.
4. SUBSEQUENT EVENT:
The Partnership has entered into an agreement to sell Brookwood Metroplex
Office Building. The contract contains provisions, which if not satisfied would
allow the purchaser to elect not to consummate the transaction. There can be no
assurance that the transaction contemplated by this agreement will be
consummated. However, failure on the purchaser's part to close this
transaction, absent seller default or its failure to satisfy its obligations,
would result in the forfeiture of earnest money in favor of the Partnership.
The transaction contemplated by the contract contains provisions that provide
for the purchaser to assume the commitments referred to in Note 3 and repay the
Partnership for certain costs related to the re-tenanting of Brookwood
previously incurred, which were approximately $800,000 as of September 30,
1999.
4
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the Partnership's annual report for the year ended
December 31, 1998 for a discussion of the Partnership's business.
Statements contained in the Management's Discussion and Analysis of Financial
Condition and Results of Operations, which are not historical facts, may be
forward-looking statements. Such statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially from those
projected. Readers are cautioned not to place undue reliance on these forward-
looking statements, which speak only as to the date hereof.
One of the Partnership's objectives is to dispose of its properties when market
conditions allow for the achievement of the maximum possible sale price. The
Partnership, in addition to being in the operation of properties phase, is in
the disposition of properties phase of its life cycle. During the disposition
phase of the Partnership's life cycle, comparisons of operating results are
complicated due to the timing and effect of property sales. Partnership
operating results are generally expected to decline as real property interests
are sold since the Partnership no longer receives the net income generated from
such properties. During 1998, the Partnership sold Old Mill Place Shopping
Center ("Old Mill").
OPERATIONS
The table below is a recap of certain operating results of each of the
Partnership's properties for the quarters and nine months ended September 30,
1999 and 1998. The discussion following the table should be read in conjunction
with the financial statements and notes thereto appearing in this report.
<TABLE>
<CAPTION>
Comparative Operating Results (a)
------------------------------------------
For the Quarters For the Nine Months
Ended Ended
------------------- ---------------------
9/30/99 9/30/98 9/30/99 9/30/98
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
BROOKWOOD METROPLEX OFFICE BUILDING
Rental revenues $ 276,800 $607,500 $ 780,500 $1,902,500
- ----------------------------------------------------------------------
Property net (loss) income $(137,400) $168,900 $(305,700) $ 595,200
- ----------------------------------------------------------------------
Average occupancy 47% 98% 41% 99%
- ----------------------------------------------------------------------
WALKER SPRINGS PLAZA SHOPPING CENTER
Rental revenues $ 219,900 $219,400 $ 672,400 $ 729,600
- ----------------------------------------------------------------------
Property net income $ 84,200 $ 77,300 $ 255,300 $ 317,300
- ----------------------------------------------------------------------
Average occupancy 72% 73% 73% 85%
- ----------------------------------------------------------------------
OLD MILL PLACE SHOPPING CENTER (B)
Rental revenues $ (2,500) $ 7,800 $ (2,500) $ 500,800
- ----------------------------------------------------------------------
Property net (loss) income $ (2,500) $ (3,100) $ (2,500) $ 326,200
- ----------------------------------------------------------------------
</TABLE>
(a) Excludes certain income and expense items which are either not directly
related to individual property operating results such as interest income
and general and administrative expenses or are related to properties
disposed of by the Partnership prior to the periods under comparison.
(b) Old Mill was sold on June 17, 1998. Property net income excludes a loss on
the sale of $339,300 recorded during the nine months ended September 30,
1998.
Unless otherwise disclosed, discussions of fluctuations between 1999 and 1998
refer to both the quarters and nine months ended September 30, 1999 and 1998.
Net income decreased by $1,077,700 for the nine months ended September 30, 1999
when compared to the nine months ended September 30, 1998. The decrease was
primarily due diminished operating results at Walker Springs Plaza Shopping
Center ("Walker Springs") and Brookwood Metroplex Office Building
("Brookwood"). In addition, the decrease was due to the absence of 1999
operating results from Old Mill resulting from its 1998 sale. The decrease was
partially offset by the loss on sale of Old Mill recognized in 1998.
Net income (loss) changed from $365,400 for the quarter ended September 30,
1998 to $(36,200) for the quarter ended September 30, 1999. The change was
primarily due to diminished operating results at Brookwood. The decrease was
also due a decrease in interest income earned on the Partnership's short-term
investments which was due to the investment of proceeds from the sale of Old
Mill prior to their distribution to Limited Partners in November 1998.
The following comparative discussion excludes the results of Old Mill.
Rental revenues decreased by $330,200 or 40% and $1,179,200 or 45% for the
quarter and nine months ended September 30, 1999 when compared to the quarter
and nine months ended September 30, 1998, respectively. The decreases were
primarily due to a decrease in base rents, which was due to a decline in the
average occupancy at Brookwood. On December 31, 1998, a tenant who occupied a
significant portion of the rentable space at Brookwood vacated upon the
expiration of their lease. The decrease for the nine-month periods under
comparison was also due to a decrease in base rents at Walker Springs, due to a
decrease in occupancy. The Partnership has made substantial progress in re-
tenanting Brookwood and expects rental revenues to gradually improve during the
remainder of 1999 and into 2000.
Real estate taxes decreased by $5,100 and $15,300 for the quarter and nine
months ended September 30, 1999 when compared to the quarter and nine months
ended September 30, 1998, respectively. The decreases were primarily due to a
decrease in estimated expense for 1999 as opposed to 1998 at Walker Springs.
Repair and maintenance expenses decreased by $7,300 and $35,500 for the
quarterly and nine-month periods under comparison, respectively. The decreases
were primarily due to a decrease in cleaning costs at Brookwood, which was due
to the significant decline in occupancy. The decrease for the nine-month period
was partially offset by an increase in repairs and preventive maintenance to
the roof at Walker Springs.
Property operating expenses decreased by $19,800 and $134,500 for the quarter
and nine months ended September 30, 1999 when compared to the quarter and nine
months ended September 30, 1998, respectively. The decreases were primarily due
to decreases in management fees and utilities at Brookwood, which was due to
the decline in occupancy. The decreases were also due to the vacancy in the
property manager position at Brookwood.
All other expenses remained relatively unchanged for the periods under
comparison.
To increase and/or maintain occupancy levels at the Partnership's properties,
the Managing General Partner, through its asset and property management groups,
continues to take the following actions: 1) implementation of marketing
programs, including hiring of third-party leasing agents or providing on-site
leasing personnel, advertising, direct mail campaigns and development of
building brochures; 2) early renewal of existing tenants' leases and addressing
any expansion needs these tenants may have; 3) promotion of local broker events
and networking with local brokers; 4) networking with national level retailers;
5) cold-calling other businesses and tenants in the market area and 6)
providing rental concessions or competitively pricing rental rates depending on
market conditions.
LIQUIDITY AND CAPITAL RESOURCES
One of the Partnership's objectives is to dispose of its properties when market
conditions allow for the achievement of the maximum possible sales price. In
the interim, the Partnership continues to manage and maintain its remaining
properties. Notwithstanding the Partnership's intention relative to property
sales, another primary objective of the Partnership is to provide cash
distributions to Partners from Partnership operations. To the extent cumulative
cash distributions exceed net income, such excess distributions will be treated
as a return of capital. Cash Flow (as defined in the Partnership Agreement) is
generally not equal to net income or cash flows as determined by generally
accepted accounting principles ("GAAP"), since certain items are treated
differently under the Partnership Agreement than under GAAP. Management
believes that to facilitate a clear understanding of the Partnership's
operations, an analysis of Cash Flow (as defined in the Partnership Agreement)
should be examined in conjunction with an analysis of net income or cash flows
as determined by GAAP. The following table includes a reconciliation of Cash
Flow (as defined in the Partnership Agreement) to cash flow provided by
operating activities as determined by GAAP and are not indicative of actual
distributions to Partners and should not necessarily be considered as an
alternative to the results disclosed in the Statements of Income and Expenses
and Statements of Cash Flow.
<TABLE>
<CAPTION>
Comparative Cash Flow
Results For the Nine
Months Ended
------------------------
9/30/99 9/30/98
- -------------------------------------------------------------------------------
<S> <C> <C>
Cash Flow (as defined in the Partnership Agreement) $ 555,200 $ 2,003,300
Items of reconciliation:
Decrease in current assets 22,700 69,100
Increase (decrease) in current liabilities 3,200 (237,200)
- -------------------------------------------------------------------------------
Net cash provided by operating activities $ 581,100 $ 1,835,200
- -------------------------------------------------------------------------------
Net cash (used for) provided by investing activities $(1,276,100) $ 3,184,300
- -------------------------------------------------------------------------------
Net cash (used for) financing activities $(1,253,200) $(1,543,500)
- -------------------------------------------------------------------------------
</TABLE>
The decrease in Cash Flow (as defined in the Partnership Agreement) of
$1,448,100 for the nine months ended September 30, 1999 when compared to nine
months ended September 30, 1998 was primarily due to the
5
<PAGE>
decrease in net income, exclusive of depreciation, amortization and loss on
sale of property, as discussed above.
The decrease in the Partnership's cash position of $1,948,200 for the nine
months ended September 30, 1999 was primarily the result of distributions paid
to Partners and expenditures made for capital and tenant improvements and
leasing costs exceeding net cash provided by operating activities. In addition,
the Partnership increased its investments in debt securities during the nine-
month period. Liquid assets, including cash, cash equivalents and investments
in debt securities, of the Partnership as of September 30, 1999 are comprised
of amounts held for working capital purposes.
Net cash provided by operating activities decreased by $1,254,100 for the nine
months ended September 30, 1999 when compared to the nine months ended
September 30, 1998. The decrease was primarily due to diminished operating
results, as previously discussed. The decrease was partially offset by the
timing of the payment of certain expenses at Old Mill and Brookwood.
Net cash provided by (used for) investing activities changed from $3,184,300
for the nine months ended September 30, 1998 to $(1,276,100) for the nine
months ended September 30, 1999. The change was primarily due to the 1998
receipt of proceeds from the sale of Old Mill together with a significant
increase in payments for capital and tenant improvements and leasing costs
during 1999.
The Partnership maintains working capital reserves to pay for capital
expenditures such as building and tenant improvements and leasing costs. During
the nine months ended September 30, 1999, the Partnership spent $1,223,100 for
capital and tenant improvements and leasing costs. Amounts to be spent in the
future depend to a large extent on the retenanting issues at Brookwood and
Walker Springs, as discussed below. The Managing General Partner believes that
ongoing improvements and leasing costs are necessary in order to increase
and/or maintain occupancy levels in very competitive markets, maximize rental
rates charged to new and renewing tenants and to prepare the remaining
properties for eventual disposition.
A tenant occupying approximately 67% of the rentable square footage at
Brookwood did not exercise its option to renew its lease on December 31, 1998
and vacated the property. The re-tenanting of Brookwood is substantially
complete, however, there are still significant amounts that need to be spent
for capital and tenant improvements and leasing costs (see Note 3 of Notes to
Financial Statements). As discussed in Note 4 of Notes to the Financial
Statements, the Partnership has entered into an agreement to sell Brookwood.
The contact to sell Brookwood includes a provision that enables the Partnership
to transfer future liabilities related to the re-tenanting of Brookwood to
purchaser. In addition, the contract provides for the Partnership to recover
certain of the costs of re-tenanting that have been expended. As of September
30, 1999 the amount available to be recovered is approximately $800,000. There
can be no assurance that the Partnership will consummate the transaction
contemplated by the contract.
Walker Springs currently has approximately 45,000 square feet of vacant space
or 28% of its rental space. The Partnership is currently in the process of
attempting to locate suitable tenants to restore the occupancy. There can be no
assurance that the Partnership will be successful in its efforts. Operating
results at Walker Springs were adversely impacted during 1999 and will continue
to be in 2000 until new tenants can be secured to occupy the available space.
The securing of new tenants could result in substantial tenant improvement
costs.
The investments in debt securities is a result of the continued extension of
the maturities of certain of the Partnership's short-term investments in an
effort to maximize the return on these amounts as they are held for working
capital purposes. These investments are of investment grade and generally
mature less than one year from their date of purchase.
The Partnership has no financial instruments for which there are significant
market risks. Due to the timing and liquid nature of the Partnership's
investments in debt securities, the Partnership does not believe that it has
material market risk.
The decrease in net cash used for financing activities of $290,300 for the nine
months ended September 30, 1999 as compared to the nine months ended September
30, 1998 was primarily the result of a decrease in distributions to Partners in
line with reduced Cash Flow (as defined in the Partnership Agreement) as the
Partnership sells its real estate investments.
The Year 2000 problem is the result of the inability of existing computer
programs to distinguish between a year beginning with "20" rather than "19".
This is the result of computer programs using two rather than four digits to
define an applicable year. If not corrected, any program having time-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a variety of problems including miscalculations,
loss of data and failure of entire systems. Critical areas that could be
effected are accounts receivable and rent collections, accounts payable,
general ledger, cash management, fixed assets, investor services, computer
hardware, telecommunications systems and health, security, fire and safety
systems.
The Partnership has engaged Affiliated and unaffiliated entities to perform all
of its critical functions that utilize software that may have time-sensitive
applications. All of these service providers are providing these services for
their own organizations as well as for other clients. The General Partner, on
behalf of the Partnership, has been in close communications with each of these
service providers regarding steps that are being taken to assure that there
will be no serious interruption of the operations of the Partnership resulting
from Year 2000 problems. Based on the results of the queries, as well as a
review of the disclosures by these service providers, the General Partner
believes that the Partnership will be able to continue normal business
operations and will incur no material costs related to Year 2000 issues.
While the Partnership has not formulated a written contingency plan, it has
selected the Year 2000 compliant systems that it intends to use beginning in
the Year 2000. The General Partner believes that based on the size of the
Partnership's portfolio and its limited number of transactions, aside from
catastrophic failure of banks, governmental agencies, etc., it will be able to
carry out substantially all of its critical operations.
The Managing General Partner continues review and evaluate projections of
future rental income in its determination of adequate levels of cash reserves
due to the anticipated capital and tenant improvements and leasing costs
necessary to be made at Brookwood and Walker Springs during the next several
years. For the nine months ended September 30, 1999 the Partnership utilized
its current Cash Flow (as defined in the Partnership Agreement) plus $728,200
of previously established working capital reserves to fund quarterly
distributions to Partners during 1999.
Distributions of Cash Flow (as defined in the Partnership Agreement) to Limited
Partners for the quarter ended September 30, 1999 were declared in the amount
of $385,000, or $5.50 per Unit. Cash distributions are made 60 days after the
last day of each fiscal quarter. The amount of future distributions to Partners
will ultimately be dependent upon the performance of the Partnership's
investments as well as the Managing General Partner's determination of the
amount of cash necessary to supplement working capital reserves to meet future
liquidity requirements of the Partnership. Accordingly, there can be no
assurance as to the amounts of cash for future distributions to Partners.
6
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
(a) Exhibits: None
(b) Reports on Form 8-K:
There were no reports filed on Form 8-K during the quarter ended
September 30, 1999.
<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.
FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES VIII
By: FIRST CAPITAL FINANCIAL CORPORATION
GENERAL PARTNER
Date: November 10, 1999 By: /s/ DOUGLAS CROCKER II
----------------- -------------------------------------
DOUGLAS CROCKER II
President and Chief Executive Officer
Date: November 10, 1999 By: /s/ NORMAN M. FIELD
----------------- -------------------------------------
NORMAN M. FIELD
Vice President - Finance and Treasurer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 443,800
<SECURITIES> 3,296,600
<RECEIVABLES> 28,500
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,768,900
<PP&E> 25,242,500
<DEPRECIATION> 10,138,700
<TOTAL-ASSETS> 18,917,800
<CURRENT-LIABILITIES> 879,900
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 18,000,200
<TOTAL-LIABILITY-AND-EQUITY> 18,917,800
<SALES> 0
<TOTAL-REVENUES> 1,627,500
<CGS> 0
<TOTAL-COSTS> 974,000
<OTHER-EXPENSES> 98,300
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 25,900
<INCOME-TAX> 0
<INCOME-CONTINUING> 25,900
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,900
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
