<PAGE>
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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, 2000
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
FIRST CAPITAL INCOME PROPERTIES, LTD.--SERIES VIII
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-2192277
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
TWO NORTH RIVERSIDE PLAZA, 60606-2607
SUITE 600, (ZIP CODE)
CHICAGO, ILLINOIS
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
(312) 207-0020
(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>
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, 1999 for a discussion of the Partnership's business.
Statements contained in this 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 1999, the Partnership sold Brookwood Metroplex Office
Buildings I & II ("Brookwood").
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,
2000 and 1999. 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
Ended Months Ended
9/30/00 9/30/99 9/30/00 9/30/99
------------------------------------------------------------
<S> <C> <C> <C> <C>
WALKER SPRINGS PLAZA SHOPPING CENTER
Rental revenues $154,700 $ 219,900 $574,600 $ 672,400
------------------------------------------------------------
Property net income $ 39,500 $ 84,200 $204,400 $ 255,300
------------------------------------------------------------
Average occupancy 52% 72% 60% 73%
------------------------------------------------------------
BROOKWOOD METROPLEX OFFICE BUILDINGS I & II (B)
Rental revenues $ 276,800 $ 780,500
------------------------------------------------------------
Property net (loss) $(137,400) $(305,700)
------------------------------------------------------------
</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)Brookwood was sold on November 23, 1999.
Net income increased by $725,100 for the nine months ended
September 30, 2000 when compared to the nine months ended September 30, 1999.
The increase was primarily due to an increase in interest earned on the
Partnership's short-term investments, which was due to an increase in the
average cash available for investment and to a lesser degree, increased
interest rates earned on the investments. The increase was also due to the
absence of operating (losses) from Brookwood in 2000 due to its 1999 sale.
Net (loss) income changed from $(36,200) for the quarter ended September 30,
1999 to $112,600 for the quarter ended September 30, 2000. The change was
primarily due to an increase in interest income and the absence of operating
(losses) from Brookwood, as previously discussed.
Net income, exclusive of Brookwood, improved by $11,400 and $419,400 for the
quarter and nine months ended September 30, 2000 when compared to the quarter
and nine months ended September 30, 1999, respectively. The improvements were
primarily the result of the increase in interest earned on the Partnership's
short-term investments, partially offset by diminished operating results at
Walker Springs Plaza Shopping Center ("Walker Springs").
The following comparative discussion includes only the operating results of
Walker Springs.
Rental revenues decreased by $65,200 or 29.7% and $97,800 or 14.5% for the
quarter and nine months ended September 30, 2000 when compared to the quarter
and nine months ended September 30, 1999, respectively. The decreases were
primarily due to a decline in average occupancy.
Real estate tax expense decreased by $7,900 and $14,600 for the quarter and
nine months ended September 30, 2000 when compared to the quarter and nine
months ended September 30, 1999, respectively. The decreases were primarily the
result of refunds received in May and July 2000 for 1999 taxes.
Repairs and maintenance expenses decreased by $24,800 for the nine-month
periods under comparison. The decrease was primarily the result of repairs to
the roof incurred during 1999. Repair and maintenance expenses remained
relatively unchanged for the quarterly periods under comparison.
All other expenses remained relatively unchanged for the periods under
comparison.
To increase and/or maintain occupancy levels at the Partnership's remaining
property, 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
property. 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 cash
distributions exceed net income, such excess distributions will be treated as a
return of capital. Cash Flow (as defined in the
2
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
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
9/30/00 9/30/99
-------------------------------------------------------------------------------
<S> <C> <C>
Cash Flow (as defined in the Partnership Agreement) $ 897,000 $ 555,200
Items of reconciliation:
Decrease in current assets 43,100 22,700
Increase in current liabilities 153,700 3,200
-------------------------------------------------------------------------------
Net cash provided by operating activities $ 1,093,800 $ 581,100
-------------------------------------------------------------------------------
Net cash provided by (used
for) investing activities $ 14,603,700 $(1,276,100)
-------------------------------------------------------------------------------
Net cash (used for) financing activities $(13,883,700) $(1,253,200)
-------------------------------------------------------------------------------
</TABLE>
The increase in Cash Flow (as defined in the Partnership Agreement) of $341,800
for the nine months ended September 30, 2000 when compared to nine months ended
September 30, 1999 was primarily due to the increase in interest earned on the
Partnership's short-term investments, as previously discussed. The increase was
partially offset by the absence of operating results, exclusive of depreciation
and amortization, at Brookwood due to its 1999 sale and the decline in the
operating results at Walker Springs.
The increase in the Partnership's cash position of $1,813,800 for the nine
months ended September 30, 2000 was primarily the result of the maturity of the
Partnership's investments in debt securities, a portion of which were utilized
to pay the May 31, 2000 special distribution to Limited Partners of Brookwood
sale proceeds. Liquid assets, including cash, cash equivalents and investments
in debt securities, of the Partnership as of September 30, 2000 are comprised
of amounts held for working capital purposes.
Net cash provided by operating activities increased by $512,700 for the nine
months ended September 30, 2000 when compared to the nine months ended
September 30, 1999. The increase was primarily due to improved operating
results, as previously discussed. The increase was also due to the timing of
the payment of certain expenses.
Net cash (used for) provided by investing activities changed from $(1,276,100)
for the nine months ended September 30, 1999 to $14,603,700 for the nine months
ended September 30, 2000. The change was primarily due to the 2000 maturity of
the Partnership's investments in debt securities. The change was also due to a
decrease in payments for capital and tenant improvements.
Investments in debt securities are a result of the 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 and
prior to distribution to Partners. These investments are of investment grade
and 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 of the maturities and liquid nature of the
Partnership's investments in debt securities, the Partnership believes that it
has no material market risks.
As of September 30, 2000 Walker Springs had approximately 65,100 square feet of
vacant space or 40% of its rental space. The Partnership is currently in the
process of attempting to locate suitable tenants to restore the occupancy.
While the Partnership has been successful in locating some tenants there can be
no assurance that the Partnership will be successful in locating additional
tenants. Results at Walker Springs were adversely impacted during 1999 and
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 Partnership believes that it has set aside sufficient
cash reserves to meet potential costs associated with increasing the occupancy
at Walker Springs.
The increase in net cash used for financing activities of $12,630,500 for the
nine months ended September 30, 2000 as compared to the nine months ended
September 30, 1999 was primarily due to the special distribution of Brookwood
sale proceeds on May 31, 2000.
On November 23, 1999, the Partnership consummated the sale of Brookwood. In
connection with this sale, the Partnership distributed $13,160,000 or $188.00
per Unit on May 31, 2000 to Limited Partners of record as of November 23, 1999.
For additional information, see the Partnership's Annual Report on Form 10-K
for the year ended December 31, 1999.
The Managing General Partner continues to 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 Walker Springs during the next several years. For the
nine months ended September 30, 1999, the Partnership retained $430,300 of Cash
Flow (as defined in the Partnership Agreement) for future cash requirements. As
a result of the sale of Brookwood, the Partnership's Cash Flow (as defined in
the Partnership Agreement) has been reduced. Consistent with this, the
Partnership has reduced it quarterly cash distributions to Partners.
Distributions of Cash Flow (as defined in the Partnership Agreement) to Limited
Partners for the quarter ended September 30, 2000 were declared in the amount
of $140,000, or $2.00 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 Walker Springs 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, including the costs associated with the re-tenanting of Walker
Springs. Accordingly, there can be no assurance as to the amounts of cash for
future distributions to Partners.
3
<PAGE>
BALANCE SHEETS
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
September 30,
2000 December 31,
(Unaudited) 1999
-------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investment in commercial rental property:
Land $ 1,784,700 $ 1,784,700
Buildings and improvements 5,666,600 5,659,500
-------------------------------------------------------------------------
7,451,300 7,444,200
Accumulated depreciation and amortization (2,812,300) (2,666,300)
-------------------------------------------------------------------------
Total investment property, net of accumulated
depreciation and amortization 4,639,000 4,777,900
Cash and cash equivalents 2,269,600 455,800
Investments in debt securities 4,224,300 18,835,100
Rents receivable, net 26,400 69,500
-------------------------------------------------------------------------
$11,159,300 $24,138,300
-------------------------------------------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued expenses $ 310,500 $ 186,700
Due to Affiliates, net 38,600 8,500
Distributions payable 155,600 13,587,800
Security deposits 30,500 15,300
Other liabilities 7,700 7,900
-------------------------------------------------------------------------
542,900 13,806,200
-------------------------------------------------------------------------
Partners' capital:
General Partners 50,100 50,100
Limited Partners (70,000 Units issued and
outstanding) 10,566,300 10,282,000
-------------------------------------------------------------------------
10,616,400 10,332,100
-------------------------------------------------------------------------
$11,159,300 $24,138,300
-------------------------------------------------------------------------
</TABLE>
STATEMENTS OF PARTNERS' CAPITAL
For the Nine Months Ended September 30, 2000 (Unaudited)
and the Year Ended December 31, 1999
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Partners' (deficit) capital,
January 1, 1999 $ (30,300) $ 19,288,000 $ 19,257,700
Net income for the year ended December
31, 1999 251,600 5,694,000 5,945,600
Distributions for the year ended
December 31, 1999 (171,200) (14,700,000) (14,871,200)
-------------------------------------------------------------------------------
Partners' capital, December 31, 1999 50,100 10,282,000 10,332,100
Net income for the nine months ended
September 30, 2000 46,700 704,300 751,000
Distributions for the nine months ended
September 30, 2000 (46,700) (420,000) (466,700)
-------------------------------------------------------------------------------
Partners' capital, September 30, 2000 $ 50,100 $ 10,566,300 $ 10,616,400
-------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements
4
<PAGE>
STATEMENTS OF INCOME AND EXPENSES
For the Quarters Ended September 30, 2000 and 1999
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
<TABLE>
<CAPTION>
2000 1999
-----------------------------------------------------------------------------
<S> <C> <C>
Income:
Rental $154,700 $494,100
Interest 102,700 58,600
-----------------------------------------------------------------------------
257,400 552,700
-----------------------------------------------------------------------------
Expenses:
Depreciation and amortization 48,700 191,800
Property operating:
Affiliates 900 19,200
Nonaffiliates 26,000 150,700
Real estate taxes 32,500 80,000
Insurance--Affiliate 1,300 6,800
Repairs and maintenance 6,600 101,400
General and administrative:
Affiliates 1,600 8,900
Nonaffiliates 27,200 30,100
-----------------------------------------------------------------------------
144,800 588,900
-----------------------------------------------------------------------------
Net income (loss) $112,600 $(36,200)
-----------------------------------------------------------------------------
Net income (loss) allocated to General Partners $ 15,600 $(36,200)
-----------------------------------------------------------------------------
Net income allocated to Limited Partners $ 97,000 $ 0
-----------------------------------------------------------------------------
Net income allocated to Limited Partners per Unit (70,000
Units outstanding) $ 1.39 $ 0.00
-----------------------------------------------------------------------------
</TABLE>
STATEMENTS OF INCOME AND EXPENSES
For the Nine Months Ended September 30, 2000 and 1999
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
<TABLE>
<CAPTION>
2000 1999
------------------------------------------------------------------------
<S> <C> <C>
Income:
Rental $ 575,700 $1,450,400
Interest 647,300 177,100
------------------------------------------------------------------------
1,223,000 1,627,500
------------------------------------------------------------------------
Expenses:
Depreciation and amortization 146,000 529,300
Property operating:
Affiliates 8,100 47,900
Nonaffiliates 80,200 378,500
Real estate taxes 106,800 240,000
Insurance--Affiliate 13,900 20,000
Repairs and maintenance 18,600 287,600
General and administrative:
Affiliates 6,900 23,700
Nonaffiliates 91,500 74,600
------------------------------------------------------------------------
472,000 1,601,600
------------------------------------------------------------------------
Net income $ 751,000 $ 25,900
------------------------------------------------------------------------
Net income allocated to General Partners $ 46,700 $ 25,900
------------------------------------------------------------------------
Net income allocated to Limited Partners $ 704,300 $ 0
------------------------------------------------------------------------
Net income allocated to Limited Partners per Unit
(70,000 Units outstanding) $ 10.06 $ 0.00
------------------------------------------------------------------------
</TABLE>
STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2000 and 1999
(Unaudited)
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
2000 1999
--------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 751,000 $ 25,900
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 146,000 529,300
Changes in assets and liabilities:
Decrease in rents receivable 43,100 66,700
(Increase) in other assets (44,000)
Increase in accounts payable and accrued expenses 123,800 27,400
Increase (decrease) in due to Affiliates 30,100 (9,900)
(Decrease) in other liabilities (200) (14,300)
--------------------------------------------------------------------------------
Net cash provided by operating activities 1,093,800 581,100
--------------------------------------------------------------------------------
Cash flows from investing activities:
Decrease (increase) in investments in debt
securities, net 14,610,800 (53,000)
Payments for capital and tenant improvements (7,100) (1,223,100)
--------------------------------------------------------------------------------
Net cash provided by (used for) investing
activities 14,603,700 (1,276,100)
--------------------------------------------------------------------------------
Cash flows from financing activities:
Distributions paid to Partners (13,898,900) (1,283,400)
Increase in security deposits 15,200 30,200
--------------------------------------------------------------------------------
Net cash (used for) financing activities (13,883,700) (1,253,200)
--------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 1,813,800 (1,948,200)
Cash and cash equivalents at the beginning of the
period 455,800 2,392,000
--------------------------------------------------------------------------------
Cash and cash equivalents at the end of the period $ 2,269,600 $ 443,800
--------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements
5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
September 30, 2000
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 accounting
principles generally accepted in the United States ("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, 2000 are not necessarily
indicative of the operating results for the year ending December 31, 2000.
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 asset. Management's focus, therefore, is to prepare its
asset for sale and find a purchaser for its remaining asset when market
conditions warrant such an action. The Partnership has three tenants who occupy
43% of the Partnership's rental property. These tenants occupied 22%, 11% and
10% of the Partnership's rentable space, respectively.
Commercial rental property held for investment is recorded at cost, net of any
provisions for value impairment, and depreciated (exclusive of amounts
allocated to land) on the straight-line method over its estimated useful life.
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 the 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 property 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 a maturity
of three months or less when purchased.
Investments in debt securities at September 30, 2000 are comprised of
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 the
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, 1999 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. In addition, 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
6
<PAGE>
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, 2000, the General Partners
were paid a Partnership Management Fee and allocated Net Profits of $15,600 and
$46,700, respectively. 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.
Fees and reimbursements paid/received and payable by the Partnership to
Affiliates during the quarter and nine months ended September 30, 2000 were as
follows:
<TABLE>
<CAPTION>
Paid
---------------------
Quarter Nine Months Payable
---------------------------------------------------------------------------
<S> <C> <C> <C>
Asset management fees $(33,000) $(25,800) $ None
Reimbursement of property insurance premiums 1,300 13,900 None
Real estate commission (a) None None 37,700
Reimbursement of expenses, at cost:
--Accounting -- 5,500 None
--Investor communications 900 5,100 900
---------------------------------------------------------------------------
$(30,800) $ (1,300) $38,600
---------------------------------------------------------------------------
</TABLE>
(a) As of September 30, 2000, the Partnership owed $37,700 to the Managing
General Partner for real estate commissions earned in connection with the
sale of five of the warehouses comprising a portion of the Atlanta Gateway
Park Industrial Center. 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.
On-site property management for the Partnership's property is provided by a
third-party management group for fees equal to 3% of gross rents received from
the property. This management group is entitled to leasing fees equal to 3% of
gross rents received from the property, reduced by leasing fees, if any, paid
to other third parties.
3. SPECIAL DISTRIBUTION TO LIMITED PARTNERS
On May 31, 2000, the Partnership distributed $13,160,000 or $188.00 per Unit to
Limited Partners of record as of November 23, 1999. The funds for this
distribution were generated from the November 1999 sale of Brookwood Metroplex
Office Building I & II.
7
<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,
2000.
8
<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
MANAGING GENERAL PARTNER
Date: November 14, 2000 /s/ DOUGLAS CROCKER II
By: ______________________________________
DOUGLAS CROCKER II
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Date: November 14, 2000 /s/ NORMAN M. FIELD
By: ______________________________________
NORMAN M. FIELD
VICE PRESIDENT--FINANCE AND TREASURER
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