<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 March 31, 1995
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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: 0-12946
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First Capital Income Properties, Ltd. - Series IX
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(Exact name of registrant as specified in its charter)
Florida 59-2255857
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two North Riverside Plaza, Suite 950, 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
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(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 Agreement of Limited Partnership filed as Exhibit
A to the Partnership's Prospectus dated May 24, 1983, included in the
Partnership's Registration Statement on Form S-11, is incorporated herein by
reference in Part I of this report.
<PAGE>
BALANCE SHEETS
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
March 31,
1995 December 31,
(Unaudited) 1994
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<S> <C> <C>
ASSETS
Investment in commercial rental properties:
Land $ 15,722,900 $ 15,722,900
Buildings and improvements 62,327,900 61,904,700
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78,050,800 77,627,600
Accumulated depreciation and amortization (15,260,700) (14,695,200)
- -------------------------------------------------------------------------------
Total investment properties, net of accumulated
depreciation and amortization 62,790,100 62,932,400
Cash and cash equivalents 16,641,700 15,085,400
Rents receivable 769,300 671,600
Escrow deposits 20,400
Other assets (primarily loan acquisition costs net
of accumulated amortization of $86,100 and
$78,400, respectively) 402,100 249,400
- -------------------------------------------------------------------------------
$ 80,623,600 $ 78,938,800
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage loan payable $ 8,388,900 $ 6,650,000
Accounts payable and accrued expenses 1,067,800 1,213,300
Distributions Payable 888,900 722,200
Due to Affiliates 169,200 125,200
Security deposits 134,500 128,800
Other liabilities 118,200 147,000
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10,767,500 8,986,500
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Partners' (deficit) capital:
General Partners
Limited Partners (100,000 Units authorized,
issued and outstanding) 69,856,100 69,952,300
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69,856,100 69,952,300
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$ 80,623,600 $ 78,938,800
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</TABLE>
STATEMENTS OF PARTNERS' CAPITAL
For the quarter ended March 31, 1995
and the year ended December 31, 1994
(Unaudited)
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Partners' (deficit) capital, January 1,
1994 $ (41,300) $ 60,842,000 $ 60,800,700
Net income for the year ended
December 31, 1994 269,100 19,160,300 19,429,400
Distributions for the year ended
December 31, 1994 (227,800) (10,050,000) (10,277,800)
- -------------------------------------------------------------------------------
Partners' capital, December 31, 1994 0 69,952,300 69,952,300
Net income for the quarter ended
March 31, 1995 88,900 703,800 792,700
Distributions for the quarter ended
March 31, 1995 (88,900) (800,000) (888,900)
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Partners' capital, March 31, 1995 $ 0 $ 69,856,100 $ 69,856,100
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</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
STATEMENTS OF INCOME AND EXPENSES
For the quarters ended March 31, 1995 and 1994
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
<TABLE>
<CAPTION>
1995 1994
- --------------------------------------------------------------------------
<S> <C> <C>
Income:
Rental $2,654,200 $4,358,500
Interest 234,500 58,100
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2,888,700 4,416,600
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Expenses:
Interest 232,800 1,018,200
Depreciation and amortization 573,200 898,200
Property operating:
Affiliates 144,200 168,100
Nonaffiliates 441,900 664,500
Real estate taxes 260,600 449,600
Insurance--Affiliate 40,400 67,800
Repairs and maintenance 292,000 408,000
General and administrative:
Affiliates 39,800 18,600
Nonaffiliates 71,100 56,000
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2,096,000 3,749,000
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Net income $ 792,700 $ 667,600
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Net income allocated to General Partners $ 88,900 $ 44,400
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Net income allocated to Limited Partners $ 703,800 $ 623,200
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Net income allocated to Limited Partners per Unit
(100,000 Units authorized, issued and outstanding) $ 7.04 $ 6.23
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</TABLE>
STATEMENTS OF CASH FLOWS
For the quarters ended March 31, 1995 and 1994
(Unaudited)
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
1995 1994
- -----------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 792,700 $ 667,600
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 573,200 898,200
Changes in assets and liabilities:
(Increase) in rents receivable (97,700) (65,700)
(Increase) in restricted cash (19,100)
(Increase) in other assets (122,000)
(Decrease) increase in accounts payable and
accrued expenses (145,500) 418,900
Increase (decrease) in due to Affiliates 44,000 (73,600)
(Decrease) in other liabilities (28,800) (28,500)
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Net cash provided by operating activities 1,015,900 1,797,800
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Cash flows from investing activities:
Payments for capital and tenant improvements (423,200) (311,000)
(Increase) in escrow deposits (20,400) (100,900)
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Net cash (used for) investing activities (443,600) (411,900)
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Cash flows from financing activities:
Proceeds from issuance of mortgage loan payable 8,500,000
Principal payments on mortgage loans payable (6,761,100) (308,100)
Distributions paid to Partners (722,200)
Loan acquisition costs incurred (38,400)
Increase in security deposits 5,700 8,100
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Net cash provided by (used for) financing
activities 984,000 (300,000)
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Net increase in cash and cash equivalents 1,556,300 1,085,900
Cash and cash equivalents at the beginning of the
period 15,085,400 19,160,900
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Cash and cash equivalents at the end of the period $16,641,700 $20,246,800
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Supplemental information:
Interest paid during the period $ 282,800 $ 1,025,700
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</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
NOTES TO FINANCIAL STATEMENTS
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 on Form S-11, filed with the
Securities and Exchange Commission. Definitions of these terms are contained in
Article III of the First Amended and Restated Certificate and Agreement of
Limited Partnership, which is incorporated herein by reference.
ACCOUNTING POLICIES:
The financial statements have been prepared in accordance with generally
accepted accounting principles. Under this method of accounting, revenues are
recorded when earned and expenses are recorded when incurred.
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 ended March 31, 1995, are not necessarily indicative of the
operating results for the year ending December 31, 1995.
The financial statements include the Partnership's 50% ownership interest in a
joint venture which owned the El Paso Natural Gas Building ("El Paso"), prior
to its sale on April 6, 1994. The financial statements also include the
Partnership's 50% ownership in another joint venture. This joint venture is
operated under the control of the Managing General Partner. Accordingly, the
Partnership's pro rata share of the venture's revenues, expenses, assets and
liabilities is included in the financial statements.
Certain reclassifications have been made to the previously reported 1994
statements in order to provide comparability with the 1995 statements. These
reclassifications have not changed the 1994 results.
Cash equivalents are defined as all highly liquid investments purchased with a
maturity of three months or less.
Reference is made to the Partnership's annual report for the year ended
December 31, 1993, 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.
2. RELATED PARTY TRANSACTIONS:
Subsequent to October 31, 1983, the Termination of the Offering, the General
Partners are entitled to 10% of Cash Flow as a Partnership Management Fee. In
accordance with the Partnership Agreement, Net Profits (exclusive of Net
Profits from the sale or disposition of a Partnership property) shall be
allocated to the General Partners in an amount equal to the greater of the
General Partners' Partnership Management Fee or 1% of such Net Profits and the
balance, if any, to the Unit Holders. Notwithstanding, in all events there
shall be allocated to the General Partners not less than 1% of Net Profits and
Net Losses from the sale or disposition of a Partnership property. For the
quarter ended March 31, 1995, the General Partners were allocated distributable
Cash Flow and, accordingly, Net Profits from operations of approximately
$88,900.
Fees and reimbursement paid and payable by the Partnership to Affiliates during
the quarter ended March 31, 1995 are as follows:
<TABLE>
<CAPTION>
Paid Payable
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<S> <C> <C>
Property management and leasing fees $140,600 $ 74,500
Reimbursement of property insurance premiums, at cost None 40,400
Real estate commission (a) None 48,500
Reimbursement of expenses, at cost:
(1) Accounting 8,400 4,200
(2) Investor communication 4,200 1,600
(3) Legal 27,200 None
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$180,400 $169,200
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</TABLE>
(a) As of March 31, 1995, the Partnership owed $48,500 to the Managing General
Partner for a real estate commission earned in connection with the sale of
one Partnership property. This commission has been accrued but not paid.
Under the terms of the Partnership Agreement, this fee will not be paid
until such time as the 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 which has been distributed to the Unit Holders) of 6% simple interest
per annum on their Capital Investment from the initial date of investment.
Firstate Financial A Savings Bank, ("Firstate") an Affiliate of the Managing
General Partner, is obligated to the Partnership under a lease of office space
at the Citrus Center. The lease expires in February, 2002. For the quarter
ended March 31, 1995, Firstate paid approximately $58,500 in total rents.
3. MORTGAGE LOAN PAYABLE:
On January 6, 1995, Indianapolis Mall Associates, the joint venture which owns
Glendale Center Shopping Mall, obtained a new mortgage loan in the amount of
$17,000,000 secured by this property. The Partnership's share of the new loan
amount is $8,500,000. The existing loan was paid off in full with the proceeds
from the new loan. The interest rate on the new loan is variable at Libor plus
4.5% and interest is payable monthly. The maturity date of the new loan is
January 1, 1999. Monthly payments of principal are to be made based on an 11-
year amortization and an interest rate of 9.5%. In addition, the Partnership
must pay as additional principal amortization, 50% of all cash flow from the
property for each prior calender year.
4
<PAGE>
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, 1994, for a discussion of the Partnership's business.
OPERATIONS
The Statements of Cash Flows presented in the financial statements represent a
reconciliation of the changes in cash balances. Cash Flow, as defined in the
Partnership Agreement, is generally not equal to Partnership net income or cash
flows as determined under generally accepted accounting principles, since
certain items are treated differently under the Partnership Agreement than
under generally accepted accounting principles. Management believes that in
order 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
defined by generally accepted accounting principles. The amount of Cash Flow
and the return on Capital Investment are not indicative of actual distributions
and actual returns on Capital Investment.
<TABLE>
<CAPTION>
Comparative Cash Flow Results
For the Quarters Ended
3/31/95 3/31/94
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<S> <C> <C>
Amount of Cash Flow (as defined in the
Partnership Agreement) $ 1,254,800 $ 1,257,700
Capital Investment $ 92,000,000 $ 100,000,000
Annualized return on Capital Investment (Cash
Flow/Capital Investment) 5.46% 5.03%
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</TABLE>
Comparisons of Cash Flow and operating results between the periods presented in
the above table are complicated by the disposition of the Fashion Atrium
Building on December 9, 1994 and the sales of the El Paso Natural Gas Building
on April 6, 1994 and the Triangle Building on June 10, 1994. The disposition
and sales of these properties accounted for the significant decreases in rental
income, interest expense, real estate tax expense, repairs and maintenance and
property operating expenses.
Cash Flow increased approximately $2,900 from the quarter ended March 31, 1994
to the quarter ended March 31, 1995. Although Cash Flow remained relatively
consistent from 1994 to 1995, several significant factors had either a positive
or negative impact on Cash Flow. The negative factors were: 1) decreased Cash
Flow of approximately $298,000 due to the disposition and sales of properties
mentioned above; 2) decreased Cash Flow at Glendale Center Shopping Mall
("Glendale") of approximately $220,600 and 3) increased general and
administrative costs of approximately $25,600 due to an increase in legal
expenses. The positive factors were: 1) increased Cash Flow at Citrus Center,
Richmond Plaza Shopping Center ("Richmond") and Shoppes of West Melbourne
("Shoppes") of approximately $297,500, $37,500 and $29,700, respectively, and
2) increased interest income earned on short-term investments of $176,700.
Rental revenues at Glendale for the quarters ended March 31, 1995 and 1994 were
approximately $863,100 and $880,000, respectively. Rental revenues decreased
primarily due to a decrease in tenant expense reimbursements for common area
costs. Partially offsetting the decrease in rental revenues was an increase in
base rental income as a result of an increase in occupied square footage. The
three-month average occupancy rate increased from 85% in 1994 to 92% in 1995.
The increase in the three-month average occupancy rate is somewhat artificially
inflated due to the closing of approximately 44,000 square feet of an unused
section of the building. Also affecting the decrease in Cash Flow for this
property was an increase in debt service of approximately $222,600 due to the
January 1995 refinancing of the mortgage loan collateralized by this property.
Partially offseting the decrease in Cash Flow for this property was a decrease
in repairs and maintenance and property operating expenses of $9,500 and
$28,900, respectively.
Rental revenues at Citrus Center for the quarters ended March 31, 1995 and 1994
were approximately $1,154,000 and $1,143,400, respectively. The increase in
rental revenues was primarily due to an increase in the three-month average
occupancy rate from 87% in 1994 to 96% in 1995. Also contributing to the
increase in Cash Flow for this property were decreases in debt service and
repairs and maintenance of approximately $295,400 and $9,100, respectively.
Partially offsetting the increase in Cash Flow for this property were increases
in property operating expenses and real estate taxes of approximately $12,700
and $9,100, respectively.
Rental revenues at the Shoppes of West Melbourne for the quarters ended March
31, 1995 and 1994 were approximately $308,600 and $329,100, respectively. The
decrease in rental revenues was partially due to a decrease in tenant
reimbursements for real estate taxes due to a decrease in real estate tax
expense of approximately $6,400, offset by an increase in tenant reimbursements
for common area costs. The three-month average occupancy rate decreased from
94% in 1994 to 93% in 1995. Completely offsetting the decrease in rental
revenues for this property was a decrease in interest expense of approximately
$44,400 due to the payoff of the mortgage in 1994.
Rental revenues at Richmond for the quarters ended March 31, 1995 and 1994 were
approximately $328,500 and $276,400, respectively. The increase in rental
revenues was primarily due to increases in tenant reimbursements for real
estate taxes and common area costs and base rents charged to new and renewing
tenants and to a lesser extent to an increase in the three-month average
occupancy rate from 91% in 1994 to 92% in 1995. Partially offsetting the
increase in rental revenues for this property were increases in repairs and
maintenance and property operating expenses of approximately $13,000 and
$1,600, respectively.
Rental revenues at El Paso for the quarter ended March 31, 1994 were
approximately $940,700. As previously discussed, this property was sold on
April 6, 1994.
To increase occupancy levels at the Partnership's properties, the Managing
General Partner, through its Affiliated asset and property management groups,
continues to take the necessary actions deemed appropriate for the properties
discussed above. Some of these actions include: 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 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
The increase in the Partnership's cash position as of March 31, 1995 when
compared to December 31, 1994 resulted primarily from the net proceeds received
in conjunction with the refinancing of Glendale and amounts withheld from Cash
Flow to supplement working capital reserves exceeding expenditures made for
capital and tenant improvements and distributions paid to Partners. The liquid
assets of the Partnership as of March 31, 1995 are comprised of amounts held
for working capital purposes and undistributed Cash Flow.
Net cash provided by operating activities continues to be the Partnership's
primary source of funds. Net cash provided by operating activities decreased
from $1,797,800 for the quarter ended March 31, 1994 to $1,015,900 for the
quarter ended March 31, 1995. This decrease was primarily due to the decrease
in the collection of rents receivable in 1995 as compared to 1994 and the
timing of the payment of certain Partnership expenses.
Net cash used for investing activities increased from $411,900 for the quarter
ended March 31, 1994 to $443,600 for the quarter ended March 31, 1995. This
change was due primarily an increase in capital and tenant improvements in
1995, partially offset by a significant decrease in the use of cash for escrow
deposits.
During the quarter ended March 31, 1995, the Partnership spent approximately
$423,200 for capital and tenant improvements and has budgeted to spend
approximately $2,661,000 during the remainder of 1995. Included in the
remaining budgeted amount is approximately $1,127,000, $654,000, $488,000 and
$392,000 relating to anticipated capital and tenant improvements at the Citrus
Center, Glendale, Shoppes and Richmond, respectively.
Net cash (used for) provided by financing activities changed from ($300,000)
for the quarter ended March 31, 1994 to $984,400 for the quarter ended March
31, 1995. This change was due to the receipt of loan refinancing proceeds of
the mortgage loan collateralized by Glendale, partially offset by distributions
paid to Partners in 1995.
On January 6, 1995, Indianapolis Mall Associates, the joint venture which owns
Glendale, obtained a new mortgage loan in the amount of $17,000,000 secured by
Glendale. The Partnership's share of the new loan amount is $8,500,000. The
existing loan was paid off in full with the proceeds from the new loan. The
total cash received by the Partnership in connection with this new loan was
$1,738,900, which was net of $38,400 in loan acquisition costs, and was added
to the Partnership's working capital.
The Managing General Partner continues to take a very conservative approach to
projections of future rental income and to maintain higher levels of cash
reserves for the Partnership. The higher level of cash reserves is needed
because of the Partnership's cash requirements during the next several years,
which may be quite substantial due to the anticipated capital and tenant
improvements necessary to be made to the Partnership's properties. As a result
of these concerns, the Partnership continues to reserve amounts from Cash Flow
to supplement working capital reserves and retained the Refinancing Proceeds
discussed above. For the quarter ended March 31, 1995, Cash Flow withheld to
supplement working capital reserves approximated $365,900. The Managing General
Partner believes that the Partnership's current cash position along with any
additional amounts withheld from future Cash Flow will be sufficient to cover
budgeted expenditures and any other requirements which may reasonably be
foreseen.
Distributions to Limited Partners for the quarter ended March 31, 1995 were
declared at an annualized rate of 3.48% of total Capital Investment. Cash
distributions are made 60 days after the quarter-end. The amount of Cash Flow
available for distributions to investors is ultimately dependent upon the
performance of the Partnership's investments as well as the amount of Cash Flow
withheld for future cash requirements. Therefore, there can be no assurance of
the amount of Cash available for distribution to Partners.
5
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K:
- ------- ---------------------------------
(a) Exhibits: Financial Data Schedule
(b) Reports on Form 8-K:
There were no reports filed on Form 8-K during the quarter ended
March 31, 1995.
<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 IX
BY: FIRST CAPITAL FINANCIAL CORPORATION
MANAGING GENERAL PARTNER
Date: May 12, 1995 By: /s/ DOUGLAS CROCKER II
------------ ---------------------------------------
DOUGLAS CROCKER II
President and Chief Executive Officer
Date: May 12, 1995 By: /s/ NORMAN M. FIELD
------------ ---------------------------------------
NORMAN M. FIELD
Vice President - Finance and Treasurer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<EXCHANGE-RATE> 1
<CASH> 16,641,700
<SECURITIES> 0
<RECEIVABLES> 769,300
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 17,411,000
<PP&E> 78,050,800
<DEPRECIATION> 15,260,700
<TOTAL-ASSETS> 80,623,600
<CURRENT-LIABILITIES> 2,077,400
<BONDS> 8,388,900
<COMMON> 0
0
0
<OTHER-SE> 69,856,100
<TOTAL-LIABILITY-AND-EQUITY> 80,623,600
<SALES> 0
<TOTAL-REVENUES> 2,888,700
<CGS> 0
<TOTAL-COSTS> 1,179,100
<OTHER-EXPENSES> 110,900
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 232,800
<INCOME-PRETAX> 792,700
<INCOME-TAX> 0
<INCOME-CONTINUING> 792,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 792,700
<EPS-PRIMARY> 7.04
<EPS-DILUTED> 7.04
</TABLE>
