<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
---------------------------------------------------
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
-----------------------------------------------------
First Capital Income Properties, Ltd. - Series IX
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Florida 59-2255857
- ------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two North Riverside Plaza, Suite 1000, Chicago, Illinois 60606-2607
- -------------------------------------------------------- -------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 207-0020
-------------------------
Securities registered pursuant to Section 12(b) of the Act: NONE
-------------------------
Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Units
-------------------------
</TABLE>
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
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
Documents incorporated by reference:
The First Amended and Restated Certificate and Agreement of Limited Partnership
filed as Exhibit A to the definitive Prospectus dated May 24, 1983, included in
the Registrant's Registration Statement on Form S-11 (Registration No. 2-82357),
is incorporated herein by reference in Part IV of this report.
Exhibit Index - Page A-1
<PAGE>
PART I
ITEM 1. BUSINESS
- ------- --------
The registrant, First Capital Income Properties, Ltd. - Series IX (the
"Partnership") is a limited partnership organized in 1983 under the Florida
Uniform Limited Partnership Law. The Partnership sold 100,000 Limited
Partnership Units (the "Units") to the public from June 1983 to October 1983,
pursuant to a Registration Statement on Form S-11 filed with the Securities and
Exchange Commission (Registration Statement No. 2-82357). Capitalized terms
used in this report have the same meaning as those terms have in the
Partnership's Registration Statement.
The business of the Partnership is to invest primarily in existing, improved,
commercial income-producing real estate, such as shopping centers, warehouses
and office buildings, and, to a lesser extent, in other types of commercial
income-producing real estate. From July 1984 to May 1986, the Partnership made
four real property investments and purchased 50% interests in four joint
ventures which were each formed with Affiliated partnerships for the purpose of
acquiring a 100% interest in certain real property. The Partnership's joint
ventures, prior to dissolution, are operated under the common control of First
Capital Financial Corporation (the "Managing General Partner"). In January
1993, the Partnership purchased the remaining 50% interest in one of the four
joint ventures. Through December 31, 1997 the Partnership has sold four real
property investments and dissolved two joint ventures as a result of the sale
and/or disposition of the real property investments. In addition, in February
1998, the Partnership sold one of its real property investments (see Note 6 and
8 of Notes to Financial Statements for additional information).
Property management services for the Partnership's real estate investments are
provided by a third party property management company for fees calculated as a
percentage of gross rents received from the properties.
The real estate business is highly competitive. The results of operations of
the Partnership will depend upon the availability of suitable tenants, real
estate market conditions and general economic conditions which may impact the
success of these tenants. Properties owned by the Partnership frequently
compete for tenants with similar properties owned by others.
As of March 1, 1998, there were 27 employees at the Partnership's properties for
on-site property maintenance and administration.
ITEM 2. PROPERTIES (a)(b)
- ------- -----------------
As of December 31, 1997, the Partnership owned directly or through a joint
venture, the following two properties, which were owned in fee simple. Glendale
Center Shopping Mall ("Glendale") was encumbered by a mortgage. For details of
the material terms of the mortgage, refer to Note 4 of Notes to Financial
Statements.
<TABLE>
<CAPTION>
Net Leasable Number of
Property Name Location Sq. Footage Tenants (c)
- ----------------------------------- ----------------------- ------------ -----------
<S> <C> <C> <C>
Shopping Centers:
- -----------------
Glendale Center Shopping Mall (50%) Indianapolis, Indiana 654,763 55(2)
Shoppes of West Melbourne (d) West Melbourne, Florida 146,603 13(3)
</TABLE>
2
<PAGE>
ITEM 2. PROPERTIES (a)(b) (Continued)
- ------- -----------------
(a) For a discussion of operating results and major capital expenditures
planned for the Partnership's properties refer to Item 7 - Management's
Discussion and Analysis of Financial Condition and Results of Operations.
(b) For Federal income tax purposes, the Partnership depreciates the portion
of the acquisition costs of its properties allocable to real property
(exclusive of land) improvements and all improvements thereafter, over
useful lives ranging from 18 years to 40 years, utilizing either the
Accelerated Cost Recovery System ("ACRS") or Modified ACRS straight-line
method. The Partnership's portion of real estate taxes for Glendale and
Shoppes of West Melbourne ("Shoppes") was $248,200 and $96,700,
respectively, for the year ended December 31, 1997. The real estate taxes
for Glendale was net of refunds related to previous years, a portion of
which was remitted to tenants. In the opinion of the Managing General
Partner, the Partnership's properties are adequately insured and serviced
by all necessary utilities.
(c) Represents the total number of tenants as well as the number of tenants,
in parenthesis, that individually occupy more than 10% of the net
leasable square footage of the properties.
(d) This property was sold on February 27, 1998.
The following table presents each of the Partnership properties' occupancy rates
as of December 31 for each of the last five years:
<TABLE>
<CAPTION>
Property Name 1997 1996 1995 1994 1993
- -------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Glendale 89% 91% 93% 93% 87%
Shoppes 96% 97% 97% 93% 94%
</TABLE>
The amounts in the following table represent each of the Partnership properties'
average annual rental rate per square foot for each of the last five years ended
December 31 and were computed by dividing each property's base rental revenues
by its average occupied square footage:
<TABLE>
<CAPTION>
Property Name 1997 1996 1995 1994 1993
- -------------------- ------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
Glendale $5.65 $5.66 $5.48 $5.55 $4.95
Shoppes $8.40 $8.33 $8.15 $7.84 $7.94
</TABLE>
3
<PAGE>
ITEM 2. PROPERTIES (Continued)
- ------- ----------
The following table summarizes the principal provisions of the leases for the
tenants which occupy ten percent or more of the rentable square footage at
Glendale (excludes Shoppes, since it was sold in the first quarter of 1998):
<TABLE>
<CAPTION>
Partnership's Share of per annum
Base Rents (a) for Percentage of Renewal
------------------------------------- Net Leasable Options
Final Twelve Expiration Square Footage (Renewal
1998 Months of Lease Date of Lease Occupied Options / Years)
---------------- ---------------- --------------- -------------- ----------------
Glendale (50%)
- --------------
<S> <C> <C> <C> <C> <C>
L. S. Ayres & Co. 1 / 18
(department store) $ 194,100 $ 194,100 1/31/2001 36% 3 / 30
Lazarus 1 / 18
(department store) $ 128,700 $ 128,700 1/31/2001 25% 3 / 30
</TABLE>
(a) The Partnership's share of per annum base rents for each of the tenants
listed above for each of the years between 1998 and the final twelve months
for each of the above leases is no lesser or greater than the amounts
listed in the above table.
The amounts in the following table represent the Partnership's portion of base
rental income from leases in the year of expiration (assuming no lease renewals)
through the year ended December 31, 2007 (excludes Shoppes, which was sold in
the first quarter of 1998):
<TABLE>
<CAPTION>
Number Base Rents in Year % of Total
Year of Tenants Square Feet of Expiration (a) Base Rents (b)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998 15 49,270 $138,700 8.71%
1999 3 5,378 $ 27,900 1.91%
2000 8 16,631 $105,300 7.67%
2001 6 409,195 $ 78,900 8.33%
2002 4 18,927 $118,200 14.35%
2003 5 14,500 $111,300 16.79%
2004 4 15,316 $ 40,900 8.90%
2005 1 4,718 $ 37,700 8.90%
2006 6 26,153 $ 38,500 19.95%
2007 2 6,934 $ 64,600 43.22%
</TABLE>
(a) Represents the Partnership's portion of base rents to be collected each
year on expiring leases.
(b) Represents the Partnership's portion of base rents to be collected each
year on expiring leases as a percentage of the Partnership's portion of the
total base rents to be collected on leases existing as of December 31,
1997.
4
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
(a & b) The Partnership and its properties were not a party to, nor the subject
of, any material pending legal proceedings, nor were any such proceedings
terminated during the quarter ended December 31, 1997. Ordinary routine legal
matters incidental to the business which was not deemed material were pursued
during the quarter ended December 31, 1997.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a,b,c & d) None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S EQUITY AND RELATED SECURITY HOLDER MATTERS
There has not been, nor is there expected to be, a public market for Units.
As of March 1, 1998, there were 9,445 Holders of Units.
5
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
For the Years Ended December 31,
-------------------------------------------------------------
1997 1996 1995 1994 1993
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total revenues $19,285,300 $12,027,300 $11,974,000 $24,235,100 $ 18,092,500
Net income (loss) $12,754,100 $ 829,500 $(5,608,600) $19,429,400 $ (3,026,100)
Net income (loss)
allocated to Limited
Partners $12,206,000 $ 395,400 $(5,907,500) $19,160,300 $ (2,995,800)
Net income (loss)
allocated to Limited
Partners per Unit
(100,000 Units
outstanding) (a) $ 122.06 $ 3.95 $ (59.08) $ 191.60 $ (29.96)
Total assets $46,634,100 $66,389,400 $70,894,100 $78,938,800 $123,388,300
Mortgage loan(s)
payable $ 6,559,700 $ 7,339,500 $ 8,039,400 $ 6,650,000 $ 60,212,600
Distributions to
Limited Partners per
Unit (100,000 Units
outstanding) (b) $ 409.50 $ 41.50 $ 35.00 $ 100.50 None
Return of capital to
Limited Partners per
Unit (100,000 Units
outstanding) (c) $ 287.44 $ 37.55 $ 35.00 None None
OTHER DATA:
Investment in
commercial rental
properties (net of
accumulated
depreciation and
amortization) $18,705,800 $49,782,100 $54,231,400 $62,932,400 $102,238,200
Number of real property
interests owned at
December 31 2 4 4 4 7
- ---------------------------------------------------------------------------------------
</TABLE>
(a) Net income (loss) allocated to Limited Partners per Unit for 1994 and 1993
included extraordinary gain (loss) on early extinguishments of debt.
(b) Distributions to Limited Partners per Unit for the years ended December 31,
1997 and 1994 included Sales Proceeds of $378.50 and $80.00, respectively.
(c) For the purposes of this table, return of capital represents either: 1) the
amount by which distributions, if any, exceed net income for the respective
year or 2) total distributions, if any, when the Partnership incurs a net
loss for the respective year. Pursuant to the Partnership Agreement,
Capital Investment is only reduced by distributions of Sale or Refinancing
Proceeds. Accordingly, return of capital as used in the above table does
not impact Capital Investment.
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 generally accepted accounting principles ("GAAP"):
<TABLE>
<CAPTION>
For the Years Ended December 31,
-----------------------------------------------------------------
1997 1996 1995 1994 1993
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Cash Flow (as defined in
the Partnership
Agreement) (a) $ 5,143,800 $ 5,240,400 $ 5,345,700 $ 4,869,100 $ 5,278,600
Items of reconciliation:
Principal payments on
mortgage loan(s)
payable 779,800 699,900 460,600 359,200 1,176,200
Changes in current
assets and
liabilities:
Decrease (increase) in
current assets 276,100 133,600 (112,900) 496,500 750,200
(Decrease) increase in
current liabilities (50,700) (131,700) (288,400) (399,200) 473,000
- --------------------------------------------------------------------------------------------
Net cash provided by
operating activities $ 6,149,000 $ 5,942,200 $ 5,405,000 $ 5,325,600 $ 7,678,000
- --------------------------------------------------------------------------------------------
Net cash provided by
(used for) investing
activities $ 37,865,500 $ (570,500) $(2,748,500) $ 40,606,400 $(5,028,200)
- --------------------------------------------------------------------------------------------
Net cash (used for)
financing activities $(32,458,700) $(5,202,500) $(2,217,600) $(50,007,500) $(5,701,400)
- --------------------------------------------------------------------------------------------
</TABLE>
(a) Cash Flow is defined in the Partnership Agreement as Partnership revenues
earned from operations (excluding tenant deposits and proceeds from the
sale, disposition or financing of any Partnership properties or the
refinancing of any Partnership indebtedness), minus all expenses incurred
(including Operating Expenses, payments of principal (other than balloon
payments of principal out of Offering Proceeds) and interest on any
Partnership indebtedness, and any reserves of revenues from operations
deemed reasonably necessary by the Managing General Partner), except
depreciation and amortization expenses and capital expenditures, lease
acquisition expenditures made from Offering proceeds and the General
Partners' Partnership Management Fee.
The above selected financial data should be read in conjunction with the
financial statements and the related notes appearing on pages A-1 through A-7
in this report and the supplemental schedule on pages A-8 and A-9.
6
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The ordinary business of the Partnership is expected to pass through three
phases: (i) Offering of Units and investment in properties; (ii) operation of
properties and (iii) sale or other disposition of properties.
The Partnership commenced the Offering of Units in June 1983 and terminated the
Offering in October 1983 upon the sale of 100,000 Units. From July 1984 through
May 1986, the Partnership made investments in eight properties, three of which
were 50% joint venture interests and one of which was a 50% joint venture
interest until January 1993 when the Partnership purchased the remaining 50%
joint venture interest from an Affiliated partnership.
In 1992, the Partnership, in addition to being in the operation of properties
phase, entered the disposition 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 income generated from such
real property interests. Through December 31, 1997, the Partnership has sold
four real property investments and liquidated two joint venture investments
through the joint ventures' sale of its property. In addition, in February
1998, the Partnership sold one of its real property investments.
OPERATIONS
The table below is a recap of certain operating results of each of the
Partnership's properties for the years ended December 31, 1997, 1996 and 1995.
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 Years Ended December 31,
-----------------------------------
1997 1996 1995
- -------------------------------------------------------------
<S> <C> <C> <C>
GLENDALE CENTER SHOPPING MALL (50%)
Rental revenues $ 3,470,000 $3,572,300 $3,529,400
- -------------------------------------------------------------
Property net income (b) $ 657,100 $ 331,500 $ 80,600
- -------------------------------------------------------------
Average occupancy 90% 91% 92%
- -------------------------------------------------------------
SHOPPES OF WEST MELBOURNE
Rental revenues $ 1,418,100 $1,332,500 $1,339,400
- -------------------------------------------------------------
Property net income (b) $ 908,600 $ 867,100 $ 753,900
- -------------------------------------------------------------
Average occupancy 96% 95% 96%
- -------------------------------------------------------------
CITRUS CENTER (C)
Rental revenues $ 2,981,800 $4,891,600 $4,774,700
- -------------------------------------------------------------
Property net income $ 745,500 $1,063,100 $1,250,200
- -------------------------------------------------------------
Average occupancy 98% 97%
- -------------------------------------------------------------
RICHMOND PLAZA SHOPPING CENTER (C)
Rental revenues $ 1,359,800 $1,384,800 $1,370,600
- -------------------------------------------------------------
Property net income $ 650,000 $ 733,600 $ 739,700
- -------------------------------------------------------------
Average occupancy 91% 92% 94%
- -------------------------------------------------------------
</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
previously owned by the Partnership.
(b) The property net income excludes provisions for value impairment
cumulatively totaling $9,000,000 and $2,700,000 for Glendale Center
Shopping Mall ("Glendale") and Shoppes of West Melbourne ("Shoppes"),
respectively, which were recorded in the Statements of Income and Expenses
during the two years ended December 31, 1996 (see Note 7 of Notes to the
Financial Statements for additional information).
(c) Property was sold during 1997. Net income for 1997 excludes the gain
recorded on the sale (see Note 6 of Notes to Financial Statements for
additional information).
COMPARISON OF THE YEAR ENDED DECEMBER 31, 1997 TO THE YEAR ENDED DECEMBER 31,
1996
Net income increased by $11,924,600 for the year ended December 31, 1997 when
compared to the year ended December 31, 1996. The increase was primarily due to
the gains recorded in 1997 on the sales of Citrus Center and Richmond Plaza
Shopping Center ("Richmond") and the provision for value impairment recorded in
1996 on Glendale. The increase was also due to an increase in interest income
earned on the Partnership's short-term investments, which was primarily due to
the investment of the Citrus Center Sale Proceeds prior to distribution to
Limited Partners. Partially offsetting the increase was decreases in operating
results at Citrus Center due to its sale in 1997 and at Richmond. The decrease
in operating results at Richmond was primarily due to a 1996 receipt as
consideration for the early termination of a tenant's lease.
Net income, exclusive of gain on sale, provision for value impairment and
results from sold properties increased by $956,200 for the year ended December
31, 1997 when compared to the year ended December 31, 1996. The increase was
due to the increase in interest income, as previously discussed, along with
improved operating results at Glendale and Shoppes of West Melbourne
("Shoppes") and a decrease in general and administrative expenses due to a
decrease in salaries and accounting fees.
The following comparative discussion excludes the results of the properties
sold during 1997.
Rental revenues decreased by $16,700 or 0.3% for the year ended December 31,
1997 when compared to the year ended December 31, 1996. The decrease in
percentage and base rental income at Glendale, which was primarily due to
steadily declining occupancy and sales, was almost entirely offset by an
increase in tenant expense reimbursements for common area maintenance at
Shoppes which was primarily due to an underestimate of reimbursements for
calendar year 1996 which were receivable in 1997.
Real estate taxes decreased by $209,200 for the year ended December 31, 1997
when compared to the year ended December 31, 1996. The decrease was primarily
due to a successful appeal of the taxing authority's assessed value of
Glendale. As a result of a decreased assessed value, the Partnership paid lower
taxes during 1997 for tax year 1996 than estimated.
Property operating expenses decreased by $113,800 for the year ended December
31, 1997 when compared to the year ended December 31, 1996. The decrease was
primarily due to a decrease in personnel, professional, security and utility
costs, partially offset by an increase in advertising and promotional costs, at
Glendale.
7
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--(CONTINUED)
Interest expense decreased by $60,000 for the year ended December 31, 1997 when
compared to the year ended December 31, 1996. The decrease was primarily due to
the effects of principal payments made during the past 24 months on the
Glendale mortgage loan.
COMPARISON OF THE YEAR ENDED DECEMBER 31, 1996 TO THE YEAR ENDED DECEMBER 31,
1995
Net results for the Partnership for the year ended December 31, 1996 improved
by $6,438,100 when compared to the year ended December 31, 1995. The
improvement was primarily due to the difference in provisions for value
impairment taken during the years ended 1996 and 1995. Net income exclusive of
provisions for value impairment for the periods under comparison increased by
$138,100, which was primarily due to improved operating results at Glendale and
Shoppes and decreased general and administrative expenses. The decrease in
general and administrative expenses was primarily due to reduced expenditures
for printing and mailing costs and to a lesser extent, legal expenses and taxes
at the state and county level. The improvement in net results was partially
offset by decreased interest income due to a decrease in rates available on the
Partnership's short-term investments and a decrease in the operating results at
Citrus Center.
Rental revenues increased by $167,000 or 1.5% for the year ended December 31,
1996 when compared to the year ended December 31, 1995. The primary factors
which caused the increase were increased base rental income at Citrus Center as
a result of an increase in rental rates charged to new and renewing tenants and
the 1996 receipt of payments as consideration for the early termination of
tenants' leases at Glendale and Richmond Plaza Shopping Center ("Richmond").
These increases were partially offset by a decrease in percentage rent billings
at Glendale.
Interest expense decreased by $114,800 for the years under comparison. The
decrease was primarily due to a slight reduction in the variable interest rate
as well as the effects of principal payments made during the past 24 months on
the mortgage loan collateralized by Glendale.
Real estate tax expense increased by $82,100 for the year ended December 31,
1996 when compared to the year ended December 31, 1995. The increase was
primarily the result of 1995 receipts of refunds related to previously sold
properties. Also contributing to the increase was the fact that 1995 taxes
payable in 1996 at Glendale were greater than anticipated.
Property operating expenses increased by $66,700 for the years under
comparison. The increase was primarily due to increased property management
fees at Citrus Center which is the result of the portion of management fees
that were capitalizable and amortizable as leasing costs being greater during
1996 than 1995. Partially offsetting the increase was a decrease in advertising
and promotional costs at Citrus Center and Glendale and a decrease in
management fees at Shoppes which was the result of an increase in 1996 in
leasing fees paid to outside brokers capitalized and amortized over their
respective lease terms.
Repairs and maintenance expense decreased by $24,500 for the year ended
December 31, 1996 when compared to the year ended December 31, 1995. The
primary factors which caused the decrease were: 1) decreased costs associated
with the maintenance of the energy plant and the purchase of signs, which was
the result of a 1995 electrical storm which struck and destroyed the main sign
at Glendale, 2) decreased rubbish removal costs at Shoppes and 3) a reduction
in the purchase of garage equipment at Citrus Center. The decreases were
partially offset by increases in salaries at Citrus Center.
To increase occupancy levels at the Partnership's properties, the Managing
General Partner, through its Affiliated asset and independent property
management groups, continues to take the necessary actions deemed appropriate
for the properties discussed above. 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 tenant 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.
The rate of inflation has remained relatively stable during the years under
comparison and has had a minimal impact on the operating results of the
Partnership. The nature of various tenant lease clauses protects the
Partnership to some extent from increases in the rate of inflation. Certain of
the lease clauses provide for: 1) rent increases based on the Consumer Price
Index or graduated rental increases; 2) percentage rentals for which the
Partnership receives as additional rent a percentage of a tenant's sales over
predetermined break-even amounts and 3) total or partial tenant reimbursement
of property operating expenses (e.g., common area maintenance, real estate
taxes, etc.).
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. Cash Flow (as defined in
the Partnership Agreement) is generally not equal to net income or cash flows
as determined by 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 second
table in Selected Financial Data 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.
The decrease in Cash Flow (as defined in the Partnership Agreement) of $96,600
for the year ended December 31, 1997 when compared to year ended December 31,
1996 was primarily due to the partial absence of results at Citrus Center and
the diminished operating results at Richmond, exclusive of depreciation and
amortization, as previously discussed, along with an increase in principal
payments on the mortgage loan collateralized by Glendale. Partially
8
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--(CONTINUED)
offsetting the decrease was the increase in interest income and the improved
operating results at Glendale, exclusive of depreciation and amortization, as
previously discussed.
The increase of $6,693,800 in the Partnership's cash position during the year
ended December 31, 1997 was primarily the result of the receipt of proceeds
from the sale of Richmond. Partially offsetting the increase was investments in
debt securities, payments made for capital and tenant improvements and leasing
costs, principal payments on the Glendale mortgage loan payable and quarterly
operating distributions paid to Partners exceeding net cash provided by
operating activities. Liquid assets of the Partnership as of December 31, 1997
were comprised of amounts held for working capital purposes and undistributed
Proceeds from the sale of Richmond.
The increase in net cash provided by operating activities of $206,800 for the
year ended December 31, 1997 when compared to the year ended December 31, 1996
was primarily due to the timing of the payment of expenses and the liquidation
of assets at Glendale and the increase in net income, exclusive of
depreciation, amortization and the provision for value impairment, as
previously discussed.
Net cash (used for) provided by investing activities changed from $(570,500)
for the year ended December 31, 1996 to $33,003,500 for the year ended December
31, 1997. The change was primarily the result of the receipt of proceeds from
the sales of Citrus Center and Richmond. Also contributing to the change was a
reduction in payments for capital and tenant improvements and leasing costs.
The change was partially offset by the increase in investments in debt
securities. The increase in investment in debt securities is the result of the
extension of the maturities of certain of the Partnership's short-term
investments in an effort to maximize the return of these amounts while they are
held for working capital purposes. These investments are of investment-grade
and substantially all of them mature in less than one year from their date of
purchase.
The Partnership maintains working capital reserves to pay for capital
expenditures and to potentially facilitate the refinancing of the mortgage loan
collateralized by Glendale. During the year ended December 31, 1997, the
Partnership spent $267,000 for capital and tenant improvements and leasing
costs.
On August 1, 1997, the Partnership completed the sale of Citrus Center. Net
proceeds from this transaction were $27,770,000. The Partnership distributed
$27,500,000 or $275.00 per Unit on November 30, 1997 to Limited Partners of
record as of August 1, 1997.
On December 31, 1997, the Partnership completed the sale of Richmond. Net
proceeds from this transaction were $10,443,400. The Partnership will
distribute $10,350,000 or $103.50 per Unit on May 31, 1997 to Limited Partners
of record as of December 31, 1997.
On February 27, 1998, the Partnership completed the sale of Shoppes. Net
proceeds from this transaction were approximately $10,550,000. The Partnership
will distribute this amount or $105.50 per Unit, on August 31, 1998 to Limited
Partners of record as of February 27, 1998.
The increase in net cash used for financing activities of $27,256,200 for the
year ended December 31, 1997 when compared to the year ended December 31, 1996
was primarily due to increased distributions paid to Limited Partners in 1997
due to the special distribution of Citrus Center Sale Proceeds.
The Managing General Partner, on behalf of the Partnership, has contracted for
substantially all of its business activities with certain principal entities
for which computer programs are utilized. Each of these companies is
financially responsible and have represented to management of the Managing
General Partner that they are taking appropriate steps for modifications needed
to their respective systems to accommodate processing data by Year 2000.
Accordingly, the Partnership anticipates incurring no material Year 2000 costs
and is currently not aware of any material contingencies related to this
matter.
As discussed in the 1996 Annual Report to Partners, the Partnership continues
to face uncertainty as to the future performance of Glendale, despite the
improved operating results. Increased competition in the regional area has
resulted in a continued reduction in the sales at the two anchor tenants as
well as the specialty tenants at Glendale. The leases of the two anchor tenants
at Glendale expire in January 2001. It is still currently uncertain whether one
or both of the anchor tenants will vacate at their lease termination dates. The
loss of the anchor tenants without suitable replacements could result in the
loss of many of the specialty tenants pursuant to contingency provisions within
their respective leases. The Managing General Partner is continuing to pursue
alternative tenants as well as exploring other possible options for Glendale.
In addition to the issue related to the future tenancy levels at Glendale, the
mortgage loan secured by Glendale matures (subject to extension options) on
January 1, 1999. The Partnership is currently evaluating alternatives including
extending or refinancing the existing mortgage loan or pursuing the sale of the
property. Any potential extension or refinancing could result in the
Partnership having to further reduce the principal balance of the mortgage.
The Managing General Partner continues to take a conservative approach to
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 that may be necessary to be made for Glendale. Accordingly, cash
continues to be retained to supplement working capital reserves. For the year
ended December 31, 1997, Cash Flow (as defined in the Partnership Agreement)
retained to supplement working capital reserves amounted to $1,699,400.
Distributions to Limited Partners for the quarter ended December 31, 1997 were
declared in the amount of $500,000 or $5.00 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
Glendale.
9
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------- -------------------------------------------
The response to this item is submitted as a separate section of this report.
See page A-1 "Index of Financial Statements, Schedule and Exhibits."
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------- ---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
None.
10
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------- --------------------------------------------------
(a) & (e) DIRECTORS
---------
The Partnership has no directors. First Capital Financial Corporation
("FCFC") is the Managing General Partner. The directors of FCFC, as of March
31, 1998, are shown in the table below. Directors serve for one year or until
their successors are elected. The next annual meeting of FCFC will be held in
June 1998.
Name Office
---- ------
Douglas Crocker II.................................... Director
Sheli Z. Rosenberg.................................... Director
Douglas Crocker II, 57, has been President and Chief Executive Officer since
December 1992 and a Director since January 1993 of the Managing General
Partner. Mr. Crocker has been President, Chief Executive Officer and trustee
of Equity Residential Properties Trust since March 31, 1993. Mr. Crocker is a
member of the Board of Directors of Horizon Group, Inc. and Wellsford Real
Properties, Inc. Mr. Crocker was an Executive Vice President of Equity
Financial and Management Company ("EFMC") from November 1992 until March 1997.
Sheli Z. Rosenberg, 56, was President and Chief Executive Officer of the
Managing General Partner from December 1990 to December 1992 and has been a
Director of the Managing General Partner since September 1983; was Executive
Vice President and General Counsel for EFMC from October 1980 to November
1994; has been President and Chief Executive Officer of Equity Group
Investments, Inc. ("EGI") since November 1994; has been a Director of Great
American Management and Investment Inc. ("Great American") since June 1984 and
is a director of various subsidiaries of Great American. She is also a
director of Anixter International Inc., American Classic Voyages Co., CVS
Corporation, Illinova Corporation, Illinois Power Co., Jacor Communications,
Inc. and Manufactured Home Communities, Inc. She is also a trustee of Equity
Residential Properties Trust, Equity Office Properties Trust and Capital
Trust. Ms. Rosenberg was a Principal of Rosenberg & Liebentritt, P.C.,
counsel to the Partnership, the Managing General Partner and certain of their
Affiliates from 1980 until September 1997. She had been Vice President of
First Capital Benefit Administrators, Inc. ("Benefit Administrators") since
July 22, 1987 until its liquidation in November 1995. Benefit Administrators
filed for protection under the Federal Bankruptcy laws on January 3, 1995.
11
<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------- --------------------------------------------------
(b) & (e) EXECUTIVE OFFICERS
------------------
The Partnership does not have any executive officers. The executive officers
of the Managing General Partner as of March 31, 1998 are shown in the table.
All officers are elected to serve for one year or until their successors are
elected and qualified.
Name Office
---- ------
Douglas Crocker II..................... President and Chief Executive Officer
Donald J. Liebentritt.................. Vice President
Norman M. Field........................ Vice President - Finance and Treasurer
PRESIDENT AND CEO--See Table of Directors above.
Donald J. Liebentritt, 47, has been Vice President of the Managing General
Partner since July 1997 and is Executive Vice President and General Counsel of
EGI, Vice President and Assistant Secretary of Great American and Principal
and Chairman of the Board of Rosenberg & Liebentritt, P.C.
Norman M. Field, 49, has been Vice President of Finance and Treasurer of the
Managing General Partner since February 1984, and also served as Vice
President and Treasurer of Great American from July 1983 until March 1995.
Mr. Field had been Treasurer of Benefit Administrators since July 22, 1987
until its liquidation in November 1995. Benefit Administrators filed for
protection under the Federal Bankruptcy laws on January 3, 1995. He was Chief
Financial Officer of Equality Specialties, Inc. ("Equality"), a subsidiary of
Great American, from August 1994 to April 1995. Equality was sold in April
1995.
(d) FAMILY RELATIONSHIPS
--------------------
There are no family relationships among any of the foregoing directors and
officers.
(f) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
----------------------------------------
With the exception of the bankruptcy matter disclosed under Items 10 (a),
(b) and (e), there are no involvements in certain legal proceedings among
any of the foregoing directors and officers.
12
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
- -------- ----------------------
(a,b,c & d) As stated in Item 10, the Partnership has no officers or directors.
Neither the Managing General Partner, nor any director or officer of the
Managing General Partner, received any direct remuneration from the Partnership
during the year ended December 31, 1997. However, the Managing General Partner
and Affiliates of the Managing General Partner do compensate the directors and
officers of the Managing General Partner. For additional information see Item
13 Certain Relationships and Related Transactions.
(e) None.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------- --------------------------------------------------------------
(a) As of March 1, 1998, no person owned of record or was known by the
Partnership to own beneficially more than 5% of the Partnership's 100,000
Units then outstanding.
(b) The Partnership has no directors or executive officers. As of March 1, 1998
the executive officers and directors of First Capital Financial
Corporation, the Managing General Partner, did not own any Units.
(c) None.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------
(a) Affiliates of the Managing General Partner, provided leasing, property
management and supervisory services to the Partnership. Compensation for
these property management services may not exceed the lesser of the
compensation customarily charged in arm's-length transactions by persons
rendering similar services or 6% of the gross receipts from the property
being managed plus normal out-of-pocket expenses where the Managing General
Partner or Affiliate provides leasing, re-leasing and/or leasing-related
services, or 3% of gross receipts where the Managing General Partner or
Affiliate does not perform leasing, re-leasing and/or leasing-related
services for a particular property. For the year ended December 31, 1997,
these Affiliates were entitled to leasing, supervisory and property
management fees of $232,600. In addition, other Affiliates of the Managing
General Partner were entitled to $123,700 as reimbursements for insurance,
personnel and other miscellaneous services. Compensation for these services
are on terms which are fair, reasonable and no less favorable to the
Partnership than reasonably could be obtained from unaffiliated persons. Of
these amounts, a total of $1,100 was due to Affiliates as of December 31,
1997, and $2,000 was due from Affiliates.
As of December 31, 1997, 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. The total of all real estate commissions incurred in connection with
the sale of the Partnership's properties shall not exceed the lesser of the
compensation customarily charged in arm's-length transactions or 6% of the
sales price of the property. Under the terms of the Partnership Agreement,
this fee will not be paid until such time as 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 Limited Partners) of 6%
simple interest per annum on their Capital Investment.
Firstate Financial A Savings Bank ("Firstate"), an Affiliate of the
Managing General Partner, was
13
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (Continued)
- -------- ----------------------------------------------
owned by Affiliate of the Managing General Partners until its sale to an
unrelated party in April 1997. Firstate is a tenant at Citrus Center. The
rent per square foot paid by Firstate was comparable to that paid by other
tenants at Citrus Center.
In accordance with the Partnership Agreement, subsequent to October 31,
1983, 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: (A) the General Partners' Partnership Management Fee for such
fiscal year; or (B) 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: (A) the Sale or Refinancing Proceeds to be
distributed to the General Partners with respect to the sale or disposition
for such property; or (B) 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 General
Partners to the extent of the aggregate balance in their capital accounts;
second, to the Limited Partners and among them (in the ratio which their
respective capital account balances bear to the aggregate of all capital
account balances of the Limited Partners) until the balance in their
capital accounts shall be reduced to zero; 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 year ended December 31, 1997, the
General Partners were paid a Partnership Management Fee of $344,400, and
allocated Net Profits of $548,100, which included a gain from the sale of
property of 203,700.
(b) Rosenberg & Liebentritt, P.C. ("Rosenberg"), serves as legal counsel to the
Partnership, the Managing General Partner and certain of their Affiliates.
Donald J. Liebentritt, Vice President of the Managing General Partner, is a
Principal and the Chairman of the Board of Rosenberg. Compensation for
these services are on terms which are fair, reasonable and no less
favorable to the Partnership than reasonably could have been obtained from
unaffiliated persons. Rosenberg earned legal fees of $113,200 from the
Partnership for the year ended December 31, 1997.
(c) No management person is indebted to the Partnership.
(d) None.
14
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------- ----------------------------------------------------------------
(a,c & d) (1,2 & 3) See Index of Financial Statements, Schedule and Exhibits on
page A-1 of Form 10-K.
(b) Reports on Form 8-K:
There were no reports filed on Form 8-K during the quarter ended December
31, 1997.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Dated: March 31, 1998 By: /s/ DOUGLAS CROCKER II
------------------- -----------------------------------------
DOUGLAS CROCKER II
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
/s/ DOUGLAS CROCKER II March 31, 1998 President, Chief Executive
- -------------------------- -------------- Officer and Director of the
DOUGLAS CROCKER II Managing General Partner
/s/ SHELI Z. ROSENBERG March 31, 1998 Director of the Managing General
- -------------------------- -------------- Partner
SHELI Z. ROSENBERG
/s/ DONALD J. LIEBENTRITT March 31, 1998 Vice President
- ---------------------------- --------------
DONALD J. LIEBENTRITT
/s/ NORMAN M. FIELD March 31, 1998 Vice President - Finance and
- ---------------------- -------------- Treasurer
NORMAN M. FIELD
</TABLE>
16
<PAGE>
INDEX OF FINANCIAL STATEMENTS, SCHEDULE AND EXHIBITS
FINANCIAL STATEMENTS FILED AS PART OF THIS REPORT
<TABLE>
<CAPTION>
Pages
-----------
<S> <C>
Report of Independent Auditors A-2
Balance Sheets as of December 31, 1997 and 1996 A-3
Statements of Partners' Capital for the Years Ended
December 31, 1997, 1996 and 1995 A-3
Statements of Income and Expenses for the Years
Ended December 31, 1997, 1996 and 1995 A-4
Statements of Cash Flows for the Years Ended
December 31, 1997, 1996 and 1995 A-4
Notes to Financial Statements A-5 to A-7
SCHEDULE FILED AS PART OF THIS REPORT
III - Real Estate and Accumulated Depreciation as of
December 31, 1997 A-8 and A-9
</TABLE>
All other schedules have been omitted as inapplicable, or for the reason that
the required information is shown in the financial statements or notes thereto.
EXHIBITS FILED AS PART OF THIS REPORT
EXHIBITS (3 & 4) First Amended and Restated Certificate and Agreement of
Limited Partnership as set forth on pages A-1 through A-30 of the Partnership's
definitive Prospectus dated May 24, 1983; Registration Statement No. 2-82357,
filed pursuant to Rule 424 (b), is incorporated herein by reference.
EXHIBIT (10) Material Contracts
- ------------
Real Estate Sale Agreement and Closing Documents for the sale of Citrus Center
filed as an exhibit to the Partnership's Report on Form 8-K filed on August 18,
1997 is incorporated herein by reference.
Real Estate Sale Agreement and Closing Documents for the sale of Richmond Plaza
Shopping Center filed as an exhibit to the Partnership's Report on Form 8-K
filed on January 12, 1998 is incorporated herein by reference.
Real Estate Sale Agreement and Closing Documents for the sale of Shoppes of West
Melbourne filed as an exhibit of the Partnership's Report on Form 8-K filed on
March 16, 1998 is incorporated herein by reference.
EXHIBIT (13) Annual Report to Security Holders
- ------------
The 1996 Annual Report to Limited Partners is being sent under separate cover,
not as a filed document and not via EDGAR, for the information of the
Commission.
EXHIBIT (27) Financial Data Schedule
- ------------
A-1
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Partners
First Capital Income Properties, Ltd. - Series IX
Chicago, Illinois
We have audited the accompanying balance sheets of First Capital Income
Properties, Ltd. - Series IX as of December 31, 1997 and 1996, and the related
statements of income and expenses, partners' capital and cash flows for each of
the three years in the period ended December 31, 1997, and the financial
statement schedule listed in the accompanying index. These financial statements
and schedule are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Capital Income
Properties, Ltd. - Series IX at December 31, 1997 and 1996, and the results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1997, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
Ernst & Young LLP
Chicago, Illinois
March 9, 1998
A-2
<PAGE>
BALANCE SHEETS
December 31, 1997 and 1996
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
1997 1996
- ----------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investment in commercial rental properties:
Land $ 5,841,900 $ 12,472,900
Buildings and improvements 22,451,500 56,754,100
- ----------------------------------------------------------------------------
28,293,400 69,227,000
Accumulated depreciation and amortization (9,587,600) (19,444,900)
- ----------------------------------------------------------------------------
Total investment properties, net of accumulated
depreciation and amortization 18,705,800 49,782,100
Cash and cash equivalents 22,387,300 15,693,500
Investments in debt securities 4,862,000
Rents receivable 499,000 606,800
Escrow deposits 100,400 19,600
Other assets (primarily loan acquisition costs,
net of accumulated amortization of $193,900 and
$154,400, respectively) 79,600 287,400
- ----------------------------------------------------------------------------
$46,634,100 $ 66,389,400
- ----------------------------------------------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage loan payable $ 6,559,700 $ 7,339,500
Accounts payable and accrued expenses 598,500 883,100
Due to Affiliates, net 62,600 123,800
Security deposits 21,200 144,600
Distributions payable 10,905,600 1,166,700
Other liabilities 353,600 58,500
- ----------------------------------------------------------------------------
18,501,200 9,716,200
- ----------------------------------------------------------------------------
Partners' capital:
General Partners (deficit) 86,700 (117,000)
Limited Partners (100,000 Units issued and
outstanding) 28,046,200 56,790,200
- ----------------------------------------------------------------------------
28,132,900 56,673,200
- ----------------------------------------------------------------------------
$46,634,100 $ 66,389,400
- ----------------------------------------------------------------------------
</TABLE>
STATEMENTS OF PARTNERS' CAPITAL
For the years ended December 31, 1997, 1996 and 1995
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Partners' capital, January 1, 1995 $ -- $ 69,952,300 $ 69,952,300
Net income (loss) for the year ended
December 31, 1995 298,900 (5,907,500) (5,608,600)
Distributions for the year ended
December 31, 1995 (388,900) (3,500,000) (3,888,900)
- ------------------------------------------------------------------------------
Partners' (deficit) capital, December
31, 1995 (90,000) 60,544,800 60,454,800
Net income for the year ended December
31, 1996 434,100 395,400 829,500
Distributions for the year ended
December 31, 1996 (461,100) (4,150,000) (4,611,100)
- ------------------------------------------------------------------------------
Partners' (deficit) capital, December
31, 1996 (117,000) 56,790,200 56,673,200
Net income for the year ended December
31, 1997 548,100 12,206,000 12,754,100
Distributions for the year ended
December 31, 1997 (344,400) (40,950,000) (41,294,400)
- ------------------------------------------------------------------------------
Partners' capital, December 31, 1997 $ 86,700 $ 28,046,200 $ 28,132,900
- ------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
A-3
<PAGE>
STATEMENTS OF INCOME AND EXPENSES
For the years ended December 31, 1997, 1996 and 1995
(All dollars rounded to nearest 00s except per Unit amounts)
<TABLE>
<CAPTION>
1997 1996 1995
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Income:
Rental $ 9,229,600 $11,181,100 $11,014,100
Interest 1,386,100 846,200 959,900
Gain on sales of property 8,669,600
- ------------------------------------------------------------------------------
19,285,300 12,027,300 11,974,000
- ------------------------------------------------------------------------------
Expenses:
Interest 717,300 777,300 892,100
Depreciation and amortization 1,839,100 2,410,800 2,414,900
Property operating:
Affiliates 297,900 819,200 643,200
Nonaffiliates 1,783,800 1,848,800 1,958,100
Real estate taxes 681,600 1,027,600 945,500
Insurance--Affiliate 99,700 122,900 104,500
Repairs and maintenance 864,400 1,172,500 1,197,000
General and administrative:
Affiliates 30,000 54,300 75,600
Nonaffiliates 217,400 264,400 351,700
Provisions for value impairment 2,700,000 9,000,000
- ------------------------------------------------------------------------------
6,531,200 11,197,800 17,582,600
- ------------------------------------------------------------------------------
Net income (loss) $12,754,100 $ 829,500 $(5,608,600)
- ------------------------------------------------------------------------------
Net income allocated to General Partners $ 548,100 $ 434,100 $ 298,900
- ------------------------------------------------------------------------------
Net income (loss) allocated to Limited
Partner $12,206,000 $ 395,400 $(5,907,500)
- ------------------------------------------------------------------------------
Net income (loss) allocated to Limited
Partners per Unit (100,000 Units
outstanding) $ 122.06 $ 3.95 $ (59.08)
- ------------------------------------------------------------------------------
</TABLE>
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1997, 1996 and 1995
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
1997 1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 12,754,100 $ 829,500 $(5,608,600)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation and amortization 1,839,100 2,410,800 2,414,900
Gain on sales of property (8,669,600)
Provisions for value impairment 2,700,000 9,000,000
Changes in assets and liabilities:
Decrease (increase) in rents
receivable 107,800 101,500 (36,700)
Decrease (increase) in other assets 168,300 32,100 (76,200)
(Decrease) in accounts payable and
accrued expenses (284,600) (151,700) (178,500)
(Decrease) increase in due to
Affiliates (61,200) 106,600 (108,000)
Increase (decrease) in other
liabilities 295,100 (86,600) (1,900)
- --------------------------------------------------------------------------------
Net cash provided by operating
activities activities 6,149,000 5,942,200 5,405,000
- --------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from sales of property 38,213,300
Increase in investments in debt
securities (4,862,000)
Payments for capital and tenant
improvements (267,000) (622,100) (2,677,300)
(Increase) decrease in escrow deposits (80,800) 51,600 (71,200)
- --------------------------------------------------------------------------------
Net cash provided by (used for)
investing activities 33,003,500 (570,500) (2,748,500)
- --------------------------------------------------------------------------------
Cash flows from financing activities:
Principal payments on mortgage loans
payable (779,800) (699,900) (7,110,600)
Proceeds from mortgage loan payable 8,500,000
Payment of loan acquisition costs (69,900)
(Decrease) increase in security
deposits (123,400) (2,600) 18,400
Distributions paid to Partners (31,555,500) (4,500,000) (3,555,500)
- --------------------------------------------------------------------------------
Net cash (used for) financing
activities (32,458,700) (5,202,500) (2,217,600)
- --------------------------------------------------------------------------------
Net increase in cash and cash
equivalents 6,693,800 169,200 438,900
Cash and cash equivalents at the
beginning of the year 15,693,500 15,524,300 15,085,400
- --------------------------------------------------------------------------------
Cash and cash equivalents at the end of
the year $ 22,387,300 $15,693,500 $15,524,300
- --------------------------------------------------------------------------------
Supplemental information:
Interest paid during the year $ 717,300 $ 777,300 $ 942,100
- --------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
A-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
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.
ORGANIZATION:
The Partnership was formed on February 2, 1983, by the filing of a Certificate
and Agreement of Limited Partnership with the Department of State of the State
of Florida, and commenced the Offering of Units on June 13, 1983. The
Certificate and Agreement, as amended and restated, authorized the sale to the
public of 75,000 Units (with the Managing General Partner's option to increase
the Offering to 100,000 Units) and not less than 1,400 Units pursuant to the
Prospectus. On June 28, 1983, the required minimum subscription level was
reached and the Partnership's operations commenced. The Managing General
Partner exercised its option to increase the Offering to 100,000 Units, which
amount was sold prior to the Termination of the Offering in October, 1983. The
Partnership was formed to invest primarily in existing, improved, income-
producing commercial real estate.
The Partnership Agreement provides that the Partnership will be dissolved on or
before December 31, 2014. The Limited Partners, by a majority vote, may
dissolve the Partnership at any time.
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.
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 statements include the Partnership's 50% interest in a joint
venture with an Affiliated partnership. This joint venture was formed for the
purpose of acquiring a 100% interest in certain real property and is operated
under the common control of the Managing General Partner. Accordingly, the
Partnership's pro rata share of the joint venture's revenues, expenses, assets,
liabilities and Partners' capital was included in the financial statements.
The Partnership is not liable for Federal income taxes as the Partners
recognize their proportionate share of the Partnership income or loss in their
income tax returns; therefore, no provision for income taxes is made in the
financial statements of the Partnership. In addition, it is not practical for
the Partnership to determine the aggregate tax bases of the Limited Partners;
therefore, the disclosure of the differences between the tax bases and the
reported assets and liabilities of the Partnership would not be meaningful.
Commercial rental properties 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. Lease acquisition
fees are recorded at cost and amortized on the straight-line method over the
life of the respective lease. Maintenance and repairs are expensed against
operations as incurred; expenditures for improvements are capitalized to the
appropriate property accounts and depreciated on the straight-line method over
the estimated life of such improvements.
The Partnership evaluates its rental properties for impairments when conditions
exist which may indicate that it is probable that the sum of expected future
cash flows (undiscounted) from a property is less than its estimated carrying
basis. Upon determination that an impairment has occurred, the basis in the
rental property is reduced to fair value. Except as disclosed in Note 7, the
Managing General Partner was not aware of any indicator that would result in a
significant impairment loss during the periods reported.
Loan acquisition costs are amortized over the term of the mortgage loan made in
connection with the acquisition of Partnership properties or refinancing of
Partnership loans. When a property is disposed of or a loan is refinanced, the
related loan acquisition costs and accumulated amortization are removed from
the respective accounts and any unamortized balance is expensed.
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. Any gain or loss on sale is 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 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 at December 31, 1997. Substantially all of these
securities had maturities of one year or less when purchased.
The Partnership's financial statements include financial instruments, including
receivables, trade liabilities and mortgage debt. The Partnership considers the
disclosure of the fair value of its mortgage debt to be impracticable due to
the general illiquid nature of the real estate financing market and an
inability to obtain comparable financing on its property due to a decline in
market value. The fair value of all other financial instruments, including cash
and cash equivalents, was not materially different from their carrying value at
December 31, 1997 and 1996.
A-5
<PAGE>
2. RELATED PARTY TRANSACTIONS:
In accordance with the Partnership Agreement, subsequent to October 31, 1983,
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: (A) the General
Partners' Partnership Management Fee for such fiscal year; or (B) 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: (A) the Sale or Refinancing Proceeds
to be distributed to the General Partners with respect to the sale or
disposition for such property; or (B) 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 General
Partners to the extent of the aggregate balance in their capital accounts;
second, to the Limited Partners and among them (in the ratio which their
respective capital account balances bear to the aggregate of all capital
account balances of the Limited Partners) until the balance in their capital
accounts shall be reduced to zero; 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 year ended December 31, 1997, the General
Partners were paid a Partnership Management Fee of $344,400, and allocated Net
Profits of $548,100, which included a gain of $203,700 from the sale of two
properties. For the year ended December 31, 1996, the General Partners were
paid a Partnership Management Fee of $461,100, and allocated Net Profits of
$434,100, which included a (loss) from provision for value impairment of
$(27,000). For the year ended December 31, 1995, the General Partners were paid
a Partnership Management Fee of $388,900, and allocated Net Profits of
$298,900, which included a (loss) from provisions for value impairment of
$(90,000).
Fees and reimbursements paid and payable to Affiliates for the years ended
December 31, 1997, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---------------------- ----------------- -----------------------
Payable Payable
Paid (Receivable) Paid Payable Paid (Receivable)
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Real estate commission
(a) None $48,500 None $ 48,500 None $48,500
Property management and
leasing fees $ 305,600 (2,000) $650,700 71,000 $ 711,500 (40,800)
Reimbursements of
property insurance
premiums, at cost 99,700 None 122,900 None 104,500 None
Legal 98,200 15,000 74,100 None 137,500 300
Reimbursements of
expenses, at cost:
--Accounting 18,700 900 32,700 3,200 28,200 7,000
--Investor
communication 7,900 200 12,300 500 23,500 2,200
--Other None None 800 600 None None
- -----------------------------------------------------------------------------------------
$ 530,100 $62,600 $893,500 $123,800 $1,005,200 $17,200
- -----------------------------------------------------------------------------------------
</TABLE>
(a) As of December 31, 1997, 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 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 Limited Partners) of 6% simple
interest per annum on their Capital Investment.
Firstate Financial A Savings Bank ("Firstate"), a tenant at Citrus Center, was
owned by an Affiliate of the Managing General Partner until its sale to an
unrelated party in April 1997. The rent per square foot paid by Firstate was
comparable to that paid by other tenants at Citrus Center.
3. FUTURE MINIMUM RENTALS:
The Partnership's share of future minimum rental income due on noncancelable
leases as of December 31, 1997 was as follows (excludes Shoppes, which was sold
in February 1998):
<TABLE>
<S> <C>
1998 $1,592,200
1999 1,456,900
2000 1,373,100
2001 947,900
2002 823,600
Thereafter 1,931,200
-------------
$8,124,900
-------------
</TABLE>
The Partnership is subject to the usual business risks associated with the
collection of the above-scheduled rentals. In addition to the amounts scheduled
above, the Partnership expects to receive rental revenue from operating expense
and real estate tax reimbursements and percentage rents. Percentage rents
earned for the years ended December 31, 1997, 1996 and 1995 were
A-6
<PAGE>
$185,600, $336,000 and $385,500, respectively. To provide comparability in the
financial statements, the Partnership netted the effects of real estate tax
refunds from prior periods received in 1997 with any such amounts due to
tenants and related rental revenues.
4. MORTGAGE LOAN PAYABLE:
Mortgage loan payable at December 31, 1997 and 1996 consisted of the following
non-recourse loan:
<TABLE>
<CAPTION>
Principal balance at Estimated
Property Pledged as --------------------- Interest Maturity Periodic Balloon
Collateral 12/31/97 12/31/96 Rate Date (d) Payment Payment
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Glendale Center Shopping
Mall (a) $6,559,700 $7,339,500 10.15%(b) 01/01/99 (c) $5,783,200(d)
- -----------------------------------------------------------------------------------------
</TABLE>
(a) This property is owned through a joint venture. Amounts represent the
Partnership's share of the liability and are not the total amount by which
the property is encumbered.
(b) This interest rate represents the weighted average for the year ended
December 31, 1997. The interest rate is subject to change in accordance
with the provisions of the loan agreement. As of December 31, 1997, the
interest rate on this loan was 10.4688%.
(c) The interest rate on this loan is variable at LIBOR plus 4.5% with interest
payable monthly. Monthly payments of principal are made based on an 11-year
amortization using an interest rate of 9.5%. The joint venture is required
to pay annually additional principal equal to 50% of net cash flow
(pursuant to the loan agreement) from the property for each prior calendar
year starting on March 31, 1996. Additionally, certain debt coverage
requirements (pursuant to the loan agreement) must be met each quarter and
deficiencies in reaching benchmarks would require additional principal
payments. The additional principal payment that the joint venture is
required to pay for the 1997 calendar year is $525,300, of which the
Partnership's share is $262,600. The additional principal payment that the
joint venture was required to pay for the 1996 calendar year was $444,600,
of which the Partnership's share was $222,300. The loan agreement requires
the Partnership to deposit funds with the mortgagee to be utilized for
capital expenditures. As of December 31, 1997, the mortgagee was holding
$100,400 on behalf of the Partnership.
(d) At its option, upon meeting certain covenants the Partnership has two
options to extend the maturity date for one year each.
Amortization of scheduled mortgage loan principal payments for the remaining
term of the loan:
<TABLE>
<S> <C>
1998 $ 776,500
1999 5,783,200
-------
$6,559,700
-------
</TABLE>
5. INCOME TAX:
The Partnership utilizes the accrual method of accounting for both income tax
reporting and financial statement purposes. Financial statement results will
differ from tax results due to the use of differing depreciation lives and
methods, the recognition of rents received in advance as taxable income, the
Partnership's provisions for value impairment and other factors. The net effect
of these accounting differences for the year ended December 31, 1997 was that
the net results for financial statement purposes were $381,800 less than the
net results for income tax reporting purposes. The aggregate cost of commercial
rental properties for federal income tax purposes at December 31, 1997 was
$39,993,400.
6. PROPERTY SALES:
On August 1, 1997, the Partnership consummated the sale of Citrus Center,
located in Orlando, Florida, for a sale price of $28,500,000. Net proceeds, net
of closing expenses, from this transaction were $27,770,000. The Partnership
recorded a gain of $6,227,700 for the year ended December 31, 1997 in
connection with this sale and distributed $27,500,000 or $275.00 per Unit on
November 30, 1997 to Limited Partners of record as of August 1, 1997. For
income tax reporting purposes, the Partnership reported a gain of $4,375,000 in
connection with this sale for the year ended December 31, 1997.
On December 31, 1997, the Partnership consummated the sale of Richmond Plaza
Shopping Center, located in Augusta, Georgia, for a sale price of $10,750,000.
Net proceeds, net of actual and estimated closing expenses, from this
transaction were $10,433,400. The Partnership recorded a gain of $2,441,900 for
the year ended December 31, 1997 in connection with this sale and intends to
distribute $10,350,000 or $103.50 per Unit on May 31, 1998 to Limited Partners
of record as of December 31, 1997. For income tax reporting purposes, the
Partnership reported a gain of $5,330,100 for the year ended December 31, 1997
in connection with this sale.
All of the above sales were all-cash transactions, with no further involvement
on the part of the Partnership.
7. PROVISIONS FOR VALUE IMPAIRMENT:
During 1996, as a result of the effects of increased competition and
uncertainty as to the retention of the two anchor tenants at Glendale, the
Partnership recognized a provision for value impairment of $2,700,000 on its
investment in Glendale. During 1995, as a result of depressed economic
conditions in the retail industry, together with regional factors affecting its
retail properties, the Partnership adjusted the carrying bases of Glendale and
Shoppes of West Melbourne through the recording of provisions for value
impairment of $6,300,00 and $2,700,000, respectively.
The provisions for value impairment were considered non-cash events for the
purposes of the Statements of Cash Flow and were not utilized in the
determination of Cash Flows (as defined in the Partnership Agreement).
8. SUBSEQUENT EVENT:
On February 27, 1998, the Partnership consummated the sale of Shoppes of West
Melbourne, located in West Melbourne, Florida, for a sale price of $11,000,000.
Net proceeds, net of actual and estimated closing expenses, were approximately
$10,550,000. The Partnership will record a gain of approximately $1,975,000 for
the quarter ending March 31, 1998 and intends to distribute $10,550,000 or
$105.50 per Unit on August 31, 1998 to Limited Partners of record as of
February 27, 1998.
A-7
<PAGE>
FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES IX
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
- ---------------- ---------- ----------------------- ------------------------- ----------------------------------------
Initial cost Costs capitalized Gross amount at which
to Partnership (1) subsequent to acquisition carried at close of period
----------------------- ------------------------- ---------------------------------------
Buildings Buildings
and and
Encum- Improve- Improve- Carrying Improve-
Description brances Land ments ments Costs (2) Land ments Total (3)(4)
- ---------------- ---------- ---------- ----------- ---------- -------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers:
Glendale Center
Shopping Mall
(Indianapolis, IN)
(50% Interest) $6,559,700 $4,932,600 $18,556,900 $2,324,100 $ 67,600 $2,887,600 (7) $13,993,600 $16,881,200 (8)
Shoppes of West
Melbourne (West
Melbourne, FL) 4,133,000 8,782,800 973,600 222,800 2,954,300 8,457,900 11,412,200 (10)
---------- ---------- ----------- ---------- -------- ---------- ----------- -----------
$6,559,700 $9,065,600 $27,339,700 $3,297,700 $290,400 $5,841,900 $22,451,500 $28,293,400
========== ========== =========== ========== ======== ========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Column A Column F Column G Column H Column I
- ---------------- ---------- ---------- ----------- ------------
Life on
which
deprecia-
tion in lat-
Accumu- est income
lated Date of statements
Deprecia- construc- Date is com-
Description tion (3) tion Acquired puted
- ---------------- ---------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Shopping Centers:
Glendale Center
Shopping Mall
(Indianapolis, IN) 35 (5)
(50% Interest) $6,792,100 1958 (9) May 1985 3-13 (6)
Shoppes of West
Melbourne (West 35 (5)
Melbourne, FL) 2,795,500 1984 Nov. 1985 3-13 (6)
----------
$9,587,600
==========
</TABLE>
See notes on the following page.
A-8
<PAGE>
<TABLE>
<CAPTION>
FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES IX
NOTES TO SCHEDULE III
Note 1. Amounts presented are net of rent guarantees.
Note 2. Consists of legal fees, appraisal fees, title costs and other related professional fees.
Note 3. The following is a reconciliation of activity in columns E and F:
December 31, 1997 December 31, 1996 December 31, 1995
--------------------------- ----------------------------- ---------------------------------
Accumulated Accumulated Accumulated
Cost Depreciation Cost Depreciation Cost Depreciation
----------- ------------ ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at
beginning
of the year $69,227,000 $19,444,900 $71,304,900 $17,073,500 $77,627,600 $14,695,200
Additions
during the
year:
Improvements 267,000 622,100 2,677,300
Provisions
for deprec-
iation and
amortization 1,799,600 2,371,400 2,378,300
Deductions
during the
year:
Cost of real
estate sold
or disposed (41,200,600)
Accumulated
depreciation
on real
estate sold
or disposed (11,656,900)
Provisions
for value
impairment (2,700,000) (9,000,000)
------------ ------------ ----------- ----------- ----------- -----------
Balance
at end of
the year $ 28,293,400 $ 9,587,600 $69,227,000 $19,444,900 $71,304,900 $17,073,500
============ ============ =========== =========== =========== ===========
Note 4. The aggregate cost for Federal income tax purposes is $39,993,400.
Note 5. Estimated useful life for building.
Note 6. Estimated useful life for improvements.
Note 7. A parcel of land at Glendale Shopping Center was sold on October 9, 1992.
The basis of the land was approximately $59,400.
Note 8. Includes provisions for value impairment of $9,000,000.
Note 9. Renovated in 1983 and 1984.
Note 10. Includes a provision for value impairment of $2,700,000.
</TABLE>
A-9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 22,387,300
<SECURITIES> 4,862,000
<RECEIVABLES> 499,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 27,748,300
<PP&E> 28,293,400
<DEPRECIATION> 9,587,600
<TOTAL-ASSETS> 46,634,100
<CURRENT-LIABILITIES> 11,539,400
<BONDS> 6,559,700
0
0
<COMMON> 0
<OTHER-SE> 28,132,900
<TOTAL-LIABILITY-AND-EQUITY> 46,634,100
<SALES> 0
<TOTAL-REVENUES> 19,285,300
<CGS> 0
<TOTAL-COSTS> 3,727,400
<OTHER-EXPENSES> 247,400
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 717,300
<INCOME-PRETAX> 12,754,100
<INCOME-TAX> 0
<INCOME-CONTINUING> 12,754,100
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,754,100
<EPS-PRIMARY> 122.06
<EPS-DILUTED> 122.06
</TABLE>
