<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: 0-12945
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First Capital Institutional Real Estate, Ltd.-2
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(Exact name of registrant as specified in its charter)
Florida 59-2313852
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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 October 19, 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 $ 10,237,400 $ 10,237,400
Buildings and improvements 35,717,800 35,605,600
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45,955,200 45,843,000
Accumulated depreciation and amortization (11,560,900) (11,222,700)
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Total investment properties, net of accumulated
depreciation and amortization 34,394,300 34,620,300
Cash and cash equivalents 12,679,600 12,560,400
Restricted cash 25,000 25,000
Investment in joint venture 5,153,900 5,234,600
Rents receivable 102,600 100,400
Other assets (including amounts due from joint
venture of $757,200 and $725,500, respectively) 933,100 901,400
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$ 53,288,500 $ 53,442,100
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued expenses $ 404,400 $ 389,200
Due to Affiliates 146,100 92,800
Security deposits 118,700 116,400
Distributions payable 1,131,800 1,037,500
Other liabilities 80,600 77,900
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1,881,600 1,713,800
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Partners' (deficit) capital:
General Partner (121,300) (121,300)
Limited Partners (84,886 Units authorized, issued
and outstanding) 51,528,200 51,849,600
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51,406,900 51,728,300
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$ 53,288,500 $ 53,442,100
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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
Partner Partners Total
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Partners' (deficit) capital, January 1,
1994 $ (93,500) $56,187,300 $56,093,800
Net income (loss) for the year ended
December 31, 1994 307,000 (1,324,200) (1,017,200)
Distributions for the year ended December
31, 1994 (334,800) (3,013,500) (3,348,300)
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Partners' (deficit) capital, December 31,
1994 (121,300) 51,849,600 51,728,300
Net income for the quarter ended March
31, 1995 113,200 697,200 810,400
Distributions for the quarter ended March
31, 1995 (113,200) (1,018,600) (1,131,800)
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Partners' (deficit) capital, March 31,
1995 $(121,300) $51,528,200 $51,406,900
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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
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<S> <C> <C>
Income:
Rental $1,600,200 $1,661,600
Interest 205,700 98,400
Income from participation in joint venture 69,300 49,600
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1,875,200 1,809,600
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Expenses:
Depreciation and amortization 338,200 341,500
Property operating:
Affiliates 95,100 92,700
Nonaffiliates 209,200 248,900
Real estate taxes 158,500 178,400
Insurance--Affiliate 21,500 27,200
Repairs and maintenance 159,100 201,600
General and administrative:
Affiliates 16,200 28,900
Nonaffiliates 67,000 50,000
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1,064,800 1,169,200
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Net income $ 810,400 $ 640,400
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Net income allocated to General Partner $ 113,200 $ 63,600
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Net income allocated to Limited Partners $ 697,200 $ 576,800
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Net income allocated to Limited Partners per Unit
(84,886 Units authorized, issued and outstanding) $ 8.21 $ 6.79
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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 $ 810,400 $ 640,400
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 338,200 341,500
Changes in assets and liabilities:
(Increase) decrease in rents receivable (2,200) 26,300
(Increase) decrease in other assets (31,700) 50,100
Increase (decrease) in accounts payable and accrued
expenses 15,200 (32,700)
Increase in due to Affiliates 53,300 7,900
Increase (decrease) in other liabilities 2,700 (37,600)
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Net cash provided by operating activities 1,185,900 995,900
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Cash flows from investing activities:
Payments for capital and tenant improvements (112,200) (239,600)
Distributions received from joint venture in excess
of income allocated 80,700 23,200
Collection of (payment on) loans to joint venture 30,400
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Net cash (used for) investing activities (31,500) (186,000)
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Cash flows from financing activities:
Distributions paid to Partners (1,037,500) (499,900)
Increase (decrease) in security deposits 2,300 (2,100)
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Net cash (used for) financing activities (1,035,200) (502,000)
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Net increase in cash and cash equivalents 119,200 307,900
Cash and cash equivalents at the beginning of the
period 12,560,400 9,502,400
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Cash and cash equivalents at the end of the period $12,679,600 $9,810,300
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</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
March 31, 1995
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
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 interest in four joint
ventures with Affiliated partnerships. These joint ventures were formed for the
purpose of acquiring 100% interests in certain real properties and are with
affiliated partnerships, and like these partnerships are operated under the
control of the General Partner. Accordingly, the Partnership's pro rata share
of the ventures' revenues, expenses, assets, liabilities and capital 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.
Investment in joint venture represents the recording of the Partnership's
interest, under the equity method of accounting, in a joint venture with an
Affiliated partnership. The joint venture acquired a preferred majority
interest in a joint venture with the seller of the Lansing, Michigan property.
Under the equity method of accounting, the Partnership records its initial
interest at cost and adjusts its investment account for its share of joint
venture income or loss and its distribution of cash flow.
Reference is made to the Partnership's annual report for the year ended
December 31, 1994, 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 19, 1984, the Termination of the Offering, the General
Partner is entitled to 10% of Cash Flow as its Partnership Management Fee. In
accordance with the Partnership Agreement, Net Profits (exclusive of Net
Profits from the sale or disposition of Partnership properties) are allocated
first to the General Partner in an amount equal to the greater of the General
Partner's Partnership Management Fee or 1% of such Net Profits. The balance of
Net Profits, if any, is allocated to the Limited Partners. Net Losses from the
sale or disposition of Partnership properties are allocated: first, prior to
giving effect
to any distributions of Sale or Financing Proceeds, to the extent that the
balance in the General Partner's or Limited Partners' capital accounts exceeds
the amount of their Capital Investment (the "Excess Balances"), to the General
Partner and Limited Partners pro rata in proportion to such Excess Balances
until such Excess Balances are reduced to zero; second, to the General Partner
and Limited Partners (in a ratio which their respective positive capital
account balances bear to the aggregate of all positive capital account
balances) 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
Partner. In all events the General Partner will be allocated at least 1% of Net
Losses from the sale or disposition of a Partnership property. In addition,
provisions for value impairment are allocated 99% to the Limited Partners and
1% to the General Partner. For the quarter ended March 31, 1995, the General
Partner was entitled to cash distributions and, accordingly, was allocated Net
Profits from operations of approximately $113,200.
Fees and reimbursements paid and payable by the Partnership to Affiliates
during the quarter ended March 31, 1995 were as follows:
<TABLE>
<CAPTION>
Paid Payable
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<S> <C> <C>
Property management and leasing fees $62,300 $ 78,200
Reimbursement of property insurance premiums, at cost None 21,500
Real estate commissions (a) None 40,300
Reimbursement of expenses, at cost:
(1) Accounting 6,600 3,400
(2) Investor communication 6,200 2,700
(3) Legal 4,400 None
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$79,500 $146,100
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</TABLE>
(a) As of March 31, 1995 the Partnership owed $40,300 to the General Partner
for real estate commissions earned in connection with the sales of
Partnership properties. These commissions have been accrued but not paid.
Under the terms of the Partnership Agreement, these commissions will not be
paid until 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 Limited Partners from the initial date of
investment) of 6% simple interest per annum on their Capital Investment
from the initial date of investment.
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 by 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) $ 1,236,900 $ 1,065,900
Capital Investment $84,886,000 $84,886,000
Annualized return on Capital Investment (Cash
Flow/Capital Investment) 5.83% 5.02%
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</TABLE>
As the Partnership progresses through the disposition phase of its life cycle,
comparisons of Cash Flow results between the periods presented in the table are
complicated due to the timing and effect of property sales and dispositions.
Partnership Cash Flow is generally expected to decline as real property
interests are sold since the Partnership no longer receives Cash Flow generated
from such real property interests. Accordingly, rental income, property
operating expenses, repairs and maintenance and real estate taxes are expected
to decline as well, but will continue to comprise the significant components of
Cash Flow and operating results until the final property sale. Also, during the
disposition phase, cash and cash equivalents increase as sale proceeds are
received and decrease as the Partnership utilizes such proceeds for the
purposes of distributions to Limited Partners or making improvements to the
Partnership's remaining properties. Sale proceeds are excluded from the
determination of Cash Flow. On June 8, 1994 the Partnership sold Norwest Plaza
(formerly known as United Bank of Arizona Building).
The increase in Cash Flow results for the quarter ended March 31, 1995 of
approximately $171,000 when compared to the quarter ended March 31, 1994 was
primarily due to the following: 1) increased operating results at Market Place
at Rivergate ("Rivergate"), Banana River Square ("Banana River"), 12621
Featherwood Building ("Featherwood"), Lakewood Square Shopping Center
("Lakewood") and the Ellis Building of approximately $48,700, $47,000, $19,100,
$11,800 and $3,300, respectively; 2) increased interest income earned on short-
term investments of approximately $107,200 due to an increase in funds
available for such investments as well as an increase in the rates and 3) an
increase in operating results for the Partnership's investment in the joint
venture which owns Holiday Office Park North and South ("Holiday") of
approximately $24,100. Partially offsetting the increase in Cash Flow results
for the quarter ended March 31, 1995 when compared to the quarter ended March
31, 1994 were decreased operating results at Foxhall Square Building
("Foxhall") of approximately $29,500 and decreased operating results of
approximately $68,000 due to the absence of Norwest Plaza.
Rental revenues at Rivergate for the quarters ended March 31, 1995 and 1994
were approximately $240,100 and $218,200, respectively. The increase in rental
revenues was primarily due to an increase in the average quarterly occupancy
rate from 83% in 1994 to 91% in 1995. Also affecting the increase in operating
results for this property was decreased real estate tax expense of
approximately $13,000 due to the receipt of a refund in 1995 for 1994 taxes and
decreased property operating and repairs and maintenance expense of $8,100 and
$5,800, respectively.
Rental revenues at Banana River for the quarters ended March 31, 1995 and 1994
were approximately $203,000 and $168,000, respectively. The increase in rental
revenues was primarily due to an increase in base rent charged to new and
renewing tenants and an increase in tenant expense reimbursements for real
estate tax expense and common area costs. The average quarterly occupancy rate
has remained stable at 95% in 1995 and 94% in 1994. Also contributing to the
increase in operating results were decreases in repairs and maintenance and
real estate tax expense of approximately $12,600 and $2,100, respectively,
offset by an increase in property operating expense of approximately $3,600.
Rental revenues at Featherwood for the quarters ended March 31, 1995 and 1994
were approximately $130,300 and $114,500, respectively. Rental revenues
increased from 1994 to 1995 due to increases in base rental and escalation
income. The average quarterly occupancy rate remained at 100% for the quarters
ended March 31, 1995 and 1994. Also contributing to the increase in operating
results for this property was a decrease in property operating expenses of
approximately $4,500. Partially offsetting the increase in operating results
for this property was an increase in repairs and maintenance of approximately
$1,100.
Rental revenues at Lakewood for the quarters ended March 31, 1995 and 1994 were
approximately $312,800 and $309,800, respectively. Rental revenues increased
from 1994 to 1995 due to an increase in base rent charged to new and renewing
tenants. The average quarterly occupancy rate remained relatively stable at 83%
for the quarter ended March 31, 1995 compared to 84% for the quarter ended
March 31, 1994. Also contributing to the increase in operating results for this
property were decreases in property operating expenses and repairs and
maintenance expenses of approximately $5,700 and $3,200, respectively.
Rental revenues at the Ellis Building for the quarter ended March 31, 1995 and
1994 were approximately $288,600 and $277,300, respectively. The increase in
rental revenues was primarily due to an increase in the average quarterly
occupancy rate as well as to the base rental rate charged to new and renewing
tenants, offset by a decrease in tenant reimbursements for real estate taxes.
The three-month average occupancy rate increased from 88% in 1994 to 96% in
1995. Partially offsetting the increase in operating results were increases in
repairs and maintenance and property operating expenses of approximately $2,600
and $7,000, respectively.
Rental revenues at Foxhall for the quarters ended March 31, 1995 and 1994 were
approximately $425,400 and $422,200, respectively. The average quarterly
occupancy rate at Foxhall has remained relatively stable at 85% for the
quarters ended March 31, 1995 and 1994. Offsetting the increase in rental
revenues were increases in real estate taxes, property operating expenses and
repairs and maintenance expenses of approximately $10,500, $18,300 and $3,900,
respectively.
Rental revenues at Norwest Plaza for the quarter ended March 31, 1994 were
approximately $152,500.
To increase occupancy levels at the Partnership's properties, the 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 was primarily the result of amounts being
withheld from Cash Flow to supplement working capital reserves, reduced by
expenditures made for capital and tenant improvements for the Partnership's
properties and distributions paid to Partners. Liquid assets of the Partnership
at March 31, 1995 are comprised of working capital reserves 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 increased
$190,000 during the quarter ended March 31, 1995 when compared to the quarter
ended March 31, 1994. The increase was primarily due to an increase in Cash
Flow as previously discussed.
Net cash used for investing activities decreased approximately $154,500 for the
quarter ended March 31 1995 when compared to the quarter ended March 31, 1994.
The decrease was due to a decrease in cash used during 1995 for capital and
tenant improvements. During the quarter ended March 31, 1995, the Partnership
spent approximately $112,200 for building and tenant improvements and has
budgeted to spend an additional $1,420,000 during the remainder of 1995.
Included in this amount is approximately $525,000, $360,000, $232,000,
$150,000, $80,000, $61,000 and $12,000, for Holiday, Lakewood, Foxhall, Ellis,
Rivergate, Banana River and 12621 Featherwood, respectively. The General
Partner believes these expenditures are necessary to maintain occupancy levels
in very competitive markets and ready the remaining properties for disposition.
Net cash used for financing activities increased approximately $537,600 for the
quarter ended March 31, 1995 when compared to the quarter ended March 31, 1994.
This increase was due to an increase in distributions paid to Partners in 1995.
The General Partner continues to take a conservative approach to projections of
future rental income and to maintain higher levels of cash reserves for the
Partnership. The higher levels of cash reserves are needed due to the
anticipated capital and tenant improvements necessary to be made to the
Partnership's properties during the next several years. As a result of this,
the Partnership continues to reserve amounts from Cash Flow to supplement
working capital reserves. For the quarter ended March 31, 1995, Cash Flow
retained to supplement working capital reserves approximated $105,000.
Distributions to Limited Partners for the quarter ended March 31, 1995 were
declared at an annualized rate of 4.80% on total Capital Investment. Cash
distributions are made 60 days after the quarter-end. The amount of future
distributions to the Limited Partners will ultimately be dependent upon the
performance of the Partnership's investments as well as the amount of Cash Flow
retained for future cash requirements. Therefore, there can be no assurance of
the availability or the amount of Cash Flow for distribution to investors.
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 INSTITUTIONAL REAL ESTATE, LTD. - 2
BY: FIRST CAPITAL FINANCIAL CORPORATION
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> 12,704,600
<SECURITIES> 0
<RECEIVABLES> 102,600
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 12,807,200
<PP&E> 45,955,200
<DEPRECIATION> 11,560,900
<TOTAL-ASSETS> 53,288,500
<CURRENT-LIABILITIES> 1,642,000
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 51,406,900
<TOTAL-LIABILITY-AND-EQUITY> 53,288,500
<SALES> 0
<TOTAL-REVENUES> 1,875,200
<CGS> 0
<TOTAL-COSTS> 673,400
<OTHER-EXPENSES> 83,200
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 810,400
<INCOME-TAX> 0
<INCOME-CONTINUING> 810,400
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 810,400
<EPS-PRIMARY> 8.21
<EPS-DILUTED> 8.21
</TABLE>
