<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 June 30, 1999
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OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-12538
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First Capital Institutional Real Estate, Ltd. - 1
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(Exact name of registrant as specified in its charter)
Florida 59-2197264
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two North Riverside Plaza, Suite 700, Chicago, Illinois 60606-2607
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(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 Certificate and Agreement of Limited Partnership
filed as Exhibit A to the Partnership's Prospectus dated October 25, 1982,
included in the Partnership's Registration Statement on Form S-11 (Registration
No. 2-79092), is incorporated herein by reference in Part I of this report.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
June 30,
1999 December 31,
(Unaudited) 1998
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<S> <C> <C>
ASSETS
Cash and cash equivalents $2,865,700 $3,846,100
Investments in debt
securities 998,100
Other assets 6,700 6,700
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$3,870,500 $3,852,800
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and
accrued expenses $ 37,400 $ 62,700
Due to Affiliates 2,100 3,000
Other liabilities 100 7,600
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39,600 73,300
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Partners' capital:
General Partners 612,400 611,900
Limited Partners (60,000
Units issued and
outstanding) 3,218,500 3,167,600
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3,830,900 3,779,500
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$3,870,500 $3,852,800
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</TABLE>
STATEMENTS OF PARTNERS' CAPITAL
For the six months ended June 30, 1999 (Unaudited)
and the year ended December 31, 1998
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Partners' capital, January 1, 1998 $611,500 $3,129,100 $3,740,600
Net income for the year ended December 31, 1998 400 38,500 38,900
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Partners' capital, December 31, 1998 611,900 3,167,600 3,779,500
Net income for the six months ended
June 30, 1999 500 50,900 51,400
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Partners' capital,
June 30, 1999 $612,400 $3,218,500 $3,830,900
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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 June 30, 1999 and 1998
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Income:
Rental $ $ 300
Interest 45,000 52,100
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45,000 52,400
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Expenses:
Property operating:
Affiliates (58,000)
Nonaffiliates (15,300)
Repairs and maintenance (300)
General and administrative:
Affiliates 4,500 3,500
Nonaffiliates 30,300 25,100
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34,800 (45,000)
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Income before state income tax expense 10,200 97,400
State income tax expense 300 3,100
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Net income $ 9,900 $ 94,300
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Net income allocated to General Partners $ 100 $ 900
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Net income allocated to Limited Partners $ 9,800 $ 93,400
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Net income allocated to Limited Partners per Unit (60,000
Units outstanding) $ 0.16 $ 1.56
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</TABLE>
STATEMENTS OF INCOME AND EXPENSES
For the six months ended June 30, 1999 and 1998
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Income:
Rental $ $ 9,700
Interest 89,100 178,600
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89,100 188,300
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Expenses:
Property operating:
Affiliates (59,400)
Nonaffiliates 6,100
Repairs and maintenance 2,200
General and administrative:
Affiliates 9,200 8,400
Nonaffiliates 28,200 66,200
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37,400 23,500
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Income before state income tax expense 51,700 164,800
State income tax expense 300 168,200
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Net income (loss) $ 51,400 $ (3,400)
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Net income (loss) allocated to General Partners $ 500 $ (100)
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Net income (loss) allocated to Limited Partners $ 50,900 $ (3,300)
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Net income (loss) allocated to Limited Partners per Unit
(60,000 Units outstanding) $ 0.85 $ (0.06)
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</TABLE>
STATEMENTS OF CASH FLOWS
For the six months ended June 30, 1999 and 1998
(Unaudited)
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 51,400 $ (3,400)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Changes in assets and liabilities:
Decrease in rents receivable 1,700
(Increase) in other assets (4,400)
(Decrease) increase in accounts payable and accrued
expenses (25,300) 8,500
(Decrease) in due to Affiliates (900) (7,600)
(Decrease) in other liabilities (7,500) (2,400)
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Net cash provided by (used for) operating activities 17,700 (7,600)
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Cash flows from investing activities:
(Increase) in investments in debt securities (998,100) (302,000)
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Net cash (used for) investing activities (998,100) (302,000)
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Cash flows from financing activities:
Distributions paid to Partners (8,460,000)
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Net cash (used for) financing activities -- (8,460,000)
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Net (decrease) in cash and cash equivalents (980,400) (8,769,600)
Cash and cash equivalents at the beginning of the period 3,846,100 12,249,600
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Cash and cash equivalents at the end of the period $2,865,700 $ 3,480,000
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</TABLE>
The accompanying notes are an integral part of the financial statements
3
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
June 30, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
DEFINITION OF SPECIAL TERMS:
Capitalized terms used in this report have the same meaning as those terms have
in the Partnership's Registration Statement filed with the Securities and
Exchange Commission on Form S-11. Definitions of these terms are contained in
Article III of the First Amended and Restated Certificate and Agreement of
Limited Partnership, which is incorporated herein by reference.
ACCOUNTING POLICIES:
The Partnership has disposed of its real estate properties. Upon resolution of
the environmental matter disclosed in Note 3 and other post closing matters
related to the sale of the Partnership's properties, the Partnership will make
a liquidating distribution and dissolve.
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 information included in these financial statements is unaudited;
however, in management's opinion, all adjustments (consisting of only normal,
recurring accruals) necessary for a fair presentation of the results of
operations for the periods included have been made. Results of operations for
the quarter and six months ended June 30, 1999 are not necessarily indicative
of the operating results for the year ending December 31, 1999.
Cash equivalents are considered all highly liquid investments with maturity of
three months or less when purchased.
Investments in debt securities are comprised of corporate debt securities and
are classified as held-to-maturity. These investments are carried at their
amortized cost basis in the financial statements which approximated fair value.
All of these securities had maturities of less than one year when purchased.
The Partnership has one reportable segment as the Partnership is in the
disposition phase of its life cycle, wherein it is seeking to resolve post-
closing matters related to the properties sold by the Partnership.
Certain reclassifications have been made to the previously reported 1998
statements in order to provided comparability with the 1999 statements. These
reclassifications have no effect on net income or Partners' capital.
Reference is made to the Partnership's Annual Report for the year ended
December 31, 1998, for a description of other accounting policies and
additional details of the Partnership's financial condition, results of
operations, changes in Partners' capital and changes in cash balances for the
year then ended. The details provided in the notes thereto have not changed
except as a result of normal transactions in the interim or as otherwise
disclosed herein.
2. RELATED PARTY TRANSACTIONS:
In accordance with the Partnership Agreement, subsequent to March 31, 1983, the
Termination of the Offering, the General Partners are entitled to 10% of Cash
Flow (as defined in the Partnership Agreement) as their Subordinated
Partnership Management Fee, provided that Limited Partners first receive
specified non-cumulative annual rates of return on their Capital Investment.
In accordance with the Partnership Agreement, Net Profits (exclusive of
depreciation and Net Profits from the sale or disposition of Partnership
properties) are allocated: first, to the General Partners, in an amount equal
to the greater of the General Partners' Subordinated Partnership Management Fee
or 1% of such Net Profits; and second, the balance, if any, to the Limited
Partners. Net Profits from the sale or disposition of a Partnership property
are allocated: first, to the General Partners, in an amount equal to the
aggregate amount of depreciation previously allocated to them; second, 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; third, to the General
Partners, in an amount necessary to make the aggregate amount of their capital
accounts equal to the greater of the Sale Proceeds to be distributed to the
General Partners with respect to the sale or disposition of such property or 1%
of such Net Profits; and fourth, the balance, if any, to the Limited Partners.
Net Losses (exclusive of depreciation and 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. All depreciation is
allocated 10% to the General Partners and 90% to the Limited Partners. Net
Losses from the sale, disposition or provision for value impairment of
Partnership properties are allocated: first, to the extent that the balance in
the General Partners' capital accounts exceeds their Capital Investment or the
balance in the capital accounts of the Limited Partners exceeds the amount of
their Capital Investment (collectively, the "Excess Balances"), to the General
Partners and the Limited Partners pro rata in proportion to such Excess
Balances until such Excess Balances are reduced to zero; second, to the General
Partners and the Limited Partners and among them (in the ratio which their
respective capital account balances bear to the aggregate of all 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 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. The
General Partners were not entitled to a subordinated Partnership Management Fee
for the quarter and six months ended June 30, 1999. For the quarter and six
months ended June 30, 1999 the General Partners were allocated Net Income of
$100 and $500, respectively.
4
<PAGE>
Fees and reimbursements paid and payable by the Partnership to Affiliates
during the quarter and six months ended June 30, 1999 were as follows:
<TABLE>
<CAPTION>
Paid
---------------
Six
Quarter Months Payable
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<S> <C> <C> <C>
Legal $ 500 $ 900 None
Reimbursement of expenses, at cost
--Accounting 1,400 4,100 $1,000
--Investor communications 1,800 5,200 1,100
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$3,700 $10,200 $2,100
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</TABLE>
3. ENVIRONMENTAL MATTER:
In December 1996, the Managing General Partner became aware of the existence of
hazardous substances in the groundwater under Lakewood Square Shopping Center
("Lakewood"). In connection with the 1997 sale of Lakewood, the purchaser
assumed the obligation to remedy the hazardous substances in the manner
required by law, which includes, but is not limited to, payment of all costs in
connection with the remediation work. In addition, the purchaser provided the
Partnership with certain indemnification protection in relation to clean-up
costs and related expenses arising from the presence of these hazardous
substances. At the present time, the Managing General Partner is unaware of any
claims or other matters referred to above against the Partnership. In November
1998, the purchaser submitted its corrective action plan (the "Plan") for the
site to the California Regional Water Quality Control Board ("Water Board").
The Plan provides for the recommended method of clean up and the obtaining of
regulatory approval upon completion. In December 1998, the Water Board
authorized the purchaser to proceed with its Plan subject to the Water Board's
satisfactory review of purchaser's pilot study (which tested the effectiveness
of the Plan's proposed remedial method). Purchaser reported in May 1999 that it
had completed the study. Purchaser is awaiting final approval from the Water
Board to begin the implementation of the Plan. The timing of the completion of
the remediation process is contingent upon, among other things, the Water
Board's issuance of this approval. Accordingly, there can be no assurance as to
the timing of the completion of the remediation process. The Managing General
Partner is continuing to monitor the documentation delivered by the purchaser
regarding the purchaser's activities to remedy the hazardous substances.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Reference is made to the Partnership's Annual Report for the year ended
December 31, 1998 for a discussion of the Partnership's business.
Statements contained in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, which are not historical facts, may be
forward-looking statements. Such statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially from those
projected. Readers are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date hereof.
The Partnership has substantially completed the disposition phase of its life
cycle. The Partnership has sold its remaining property investments and is
working toward resolution of post closing property sale matters.
OPERATIONS
Net income decreased by $84,400 for the quarter ended June 30, 1999 when
compared to the quarter ended June 30, 1998. The decrease was primarily due to
the 1998 receipt of refunds related to properties sold by the Partnership
during 1997.
Net (loss) income changed from $(3,400) for the six months ended June 30, 1998
to $51,400 for the six months ended June 30, 1999. The change in net results
was primarily due to the 1998 recognition of a tax imposed by the District of
Columbia in connection with the sale of Foxhall Square Building ("Foxhall").
Partially offsetting the change was a decrease in interest income due to a
decrease in cash available for investment resulting from the distribution of
Foxhall Sale Proceeds during 1998.
LIQUIDITY AND CAPITAL RESOURCES
The decrease in the Partnership's cash position of $980,400 during the six
months ended June 30, 1999 was primarily the result of investments in debt
securities exceeding net cash provided by operating activities. Liquid assets,
including cash, cash equivalents and investments in debt securities, as of June
30, 1999 were comprised of amounts reserved for the Lakewood environmental
contingency (as hereafter discussed) and Partnership liquidation expenses.
Net cash (used for) provided by operating activities changed from $(7,600) for
the six months ended June 30, 1998 to $17,700 for the six months ended June 30,
1999. The change was primarily due to the increase in net income, as previously
discussed. The change was partially offset by the timing of the payment of
certain Partnership expenses.
The increase in net cash used for investing activities of $696,100 for the six
months ended June 30, 1999 when compared to the six months ended June 30, 1998
was primarily due to an increase in the amount of investments in debt
securities made during 1999 as compared to 1998. Investments in debt securities
is a result of the continued extension of the maturities of certain of the
Partnership's short-term investments in an effort to maximize the return on
these amounts while they are held as working capital reserves. These
investments are investment-grade and mature less than one year from their date
of purchase. The Partnership has no financial instruments for which there are
significant market risks. Due to the timing of the maturities and liquid nature
of the Partnership's investments in debt securities, the Partnership does not
believe that it has material market risk.
The decrease in net cash used for financing activities of $8,460,000 for the
six months ended June 30, 1999 when compared to the six months ended June 30,
1998 was primarily due to the distribution of Foxhall Sale Proceeds on February
28, 1998.
The Year 2000 problem is the result of the inability of existing computer
programs to distinguish between a year beginning with "20" rather than "19".
This is the result of computer programs using two rather than four digits to
define an applicable year. If not corrected, any program having time-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a variety of problems including miscalculations,
loss of data and failure of entire systems. Critical areas that could be
effected are accounts receivable, accounts payable, general ledger, cash
management, investor services, computer hardware and telecommunications
systems.
The Partnership has engaged Affiliated and unaffiliated entities to perform all
of its critical functions that utilize software that may have time-sensitive
applications. Many of these service providers are providing these services for
their own organizations as well as for their clients. The Managing General
Partner, on behalf of the Partnership, has been in close communication with
each of these service providers regarding steps that they are taking to assure
that there will be no serious interruption of the operations of the Partnership
resulting from Year 2000 problems. Based on a review of the disclosures by
these service providers, the Managing General Partner believes that the
Partnership will be able to continue normal business operations and will incur
no material costs related to Year 2000 issues.
The Partnership has not formulated a written contingency plan. However, the
Managing General Partner believes that based on the Partnership's limited
number of transactions, aside from catastrophic failures of banks, governmental
agencies, etc., it could carry out substantially all of its critical operations
on a manual basis or easily convert to systems that are Year 2000 compliant.
As described in Note 3 of Notes to Financial Statements, the Partnership is
awaiting resolution of an environmental matter at Lakewood. The Managing
General Partner is continuing to monitor the documentation delivered by the
purchaser of Lakewood regarding the purchaser's activities to remedy the
hazardous substances at Lakewood. There can be no assurance as to the actual
timeframe for the remediation or that it will be completed without cost to the
Partnership. As a result of this, together with other potential post closing
matters related to the Partnership properties, it will be necessary for the
Partnership to remain in existence. When the environmental matter at Lakewood
is satisfactorily remediated, Limited Partners will receive a final liquidating
distribution of the remaining cash held by the Partnership, less amounts
reserved for administrative expenses and any amounts deemed necessary to
resolve, or provide for, any post closing matters.
6
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K:
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(a) Exhibits: None
(b) Reports on Form 8-K:
There were no reports filed on Form 8-K for the three months ended
June 30, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 1
By: FIRST CAPITAL FINANCIAL CORPORATION
MANAGING GENERAL PARTNER
Date: August 13, 1999 By: /s/ DOUGLAS CROCKER II
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DOUGLAS CROCKER II
President and Chief Executive Officer
Date: August 13, 1999 By: /s/ NORMAN M. FIELD
--------------- --------------------------------------
NORMAN M. FIELD
Vice President - Finance and Treasurer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 2,865,700
<SECURITIES> 998,100
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,863,800
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,870,500
<CURRENT-LIABILITIES> 39,500
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,830,900
<TOTAL-LIABILITY-AND-EQUITY> 3,870,500
<SALES> 0
<TOTAL-REVENUES> 89,100
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 37,400
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 51,700
<INCOME-TAX> 300
<INCOME-CONTINUING> 51,400
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 50,900
<EPS-BASIC> 0.85
<EPS-DILUTED> 0.85
</TABLE>
