<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 September 30, 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
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Commission File Number: 0-14121
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First Capital Inocme Properities, Ltd. - Series X
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2417973
- ------------------------------- -------------------
(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 September 25, 1984, 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>
September 30,
1995 December 31,
(Unaudited) 1994
- -----------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investment in commercial rental properties:
Land $ 6,928,400 $ 6,928,400
Buildings and improvements 24,751,500 24,179,500
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31,679,900 31,107,900
Accumulated depreciation and amortization (6,914,600) (6,379,100)
- -----------------------------------------------------------------------------
Total investment properties, net of accumulated
depreciation and amortization 24,765,300 24,728,800
Cash and cash equivalents 2,588,300 1,092,300
Restricted cash and certificate of deposit 37,500
Rents receivable 381,000 493,800
Escrow deposits 93,300 39,800
Prepaid expenses 12,500
Other assets (primarily loan acquisition costs,
net of accumulated amortization of $168,100 and
$138,100, respectively) 134,300 90,500
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$27,962,200 $26,495,200
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage loans payable $12,127,600 $10,648,600
Accounts payable and accrued expenses 672,300 612,300
Due to Affiliates 39,900 39,300
Security deposits 15,700 13,300
Other liabilities 26,900 51,500
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12,882,400 11,365,000
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Partners' (deficit) capital:
General Partner (500)
Limited Partners (50,000 Units authorized, 43,861
Units issued and outstanding) 15,080,300 15,130,200
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15,079,800 15,130,200
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$27,962,200 $26,495,200
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</TABLE>
STATEMENTS OF PARTNERS' CAPITAL
For the nine months ended September 30, 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 $(243,100) $16,322,400 $16,079,300
Net income (loss) for the year ended
December 31, 1994 243,100 (1,192,200) (949,100)
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Partners' capital, December 31, 1994 0 15,130,200 15,130,200
Net (loss) for the nine months ended
September 30, 1995 (500) (49,900) (50,400)
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Partners' (deficit) capital,
September 30, 1995 $ (500) $15,080,300 $15,079,800
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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 September 30, 1995 and 1994
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
<TABLE>
<CAPTION>
1995 1994
- ----------------------------------------------------------------------------
<S> <C> <C>
Income:
Rental $1,035,800 $1,424,700
Interest 33,900 60,800
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1,069,700 1,485,500
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Expenses:
Interest 309,200 508,900
Depreciation and amortization 190,900 307,600
Property operating:
Affiliates 73,500 71,100
Nonaffiliates 214,900 388,100
Real estate taxes 127,400 321,300
Insurance-Affiliate 11,100 22,500
Repairs and maintenance 94,700 166,100
General and administrative:
Affiliates 14,000 6,300
Nonaffiliates (12,900) 28,600
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1,022,800 1,820,500
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Net income (loss) $ 46,900 $ (335,000)
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Net income (loss) allocated to General Partner $ 500 $ (3,400)
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Net income (loss) allocated to Limited Partners $ 46,400 $ (331,600)
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Net income (loss) allocated to Limited Partners per
Unit (43,861 Units issued and outstanding) $ 1.06 $ (7.56)
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</TABLE>
STATEMENTS OF INCOME AND EXPENSES
For the nine months ended September 30, 1995 and 1994
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
<TABLE>
<CAPTION>
1995 1994
- --------------------------------------------------------------------------
<S> <C> <C>
Income:
Rental $3,046,500 $4,416,700
Interest 108,800 150,600
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3,155,300 4,567,300
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Expenses:
Interest 944,800 1,304,400
Depreciation and amortization 565,500 942,900
Property operating:
Affiliates 259,100 240,200
Nonaffiliates 588,000 1,078,600
Real estate taxes 374,900 980,500
Insurance--Affiliate 36,900 67,100
Repairs and maintenance 309,600 490,800
General and administrative:
Affiliates 31,200 19,800
Nonaffiliates 95,700 115,800
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3,205,700 5,240,100
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Net (loss) $ (50,400) $ (672,800)
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Net (loss) allocated to General Partner $ (500) $ (6,700)
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Net (loss) allocated to Limited Partners $ (49,900) $ (666,100)
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Net (loss) allocated to Limited Partners per Unit
(43,861 Units issued and outstanding) $ (1.14) $ (15.19)
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</TABLE>
STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 1995 and 1994
(Unaudited)
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
1995 1994
- -----------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) $ (50,400) $ (672,800)
Adjustments to reconcile net (loss) to net cash
provided by operating activities:
Depreciation and amortization 565,500 942,900
Changes in assets and liabilities:
Decrease in rents receivable 112,800 122,400
Decrease (increase) in restricted cash and
certificate of deposit 37,500 (166,300)
Decrease (increase) in prepaid expenses 12,500 (154,500)
(Increase) in other assets (3,900)
Increase in accounts payable and accrued expenses 60,000 900
Increase (decrease) in due to Affiliates 600 (19,200)
(Decrease) in other liabilities (24,600) (11,100)
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Net cash provided by operating activities 710,000 42,300
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Cash flows from investing activities:
Payments for capital and tenant improvements (572,000) (225,600)
(Increase) in escrow deposits (53,500)
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Net cash (used for) investing activities (625,500) (225,600)
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Cash flows from financing activities:
Proceeds from issuance of mortgage loan payable 8,500,000 408,800
Principal payments on mortgage loans payable (7,021,000) (24,400)
Loan acquisition costs incurred (69,900)
Increase in security deposits 2,400 125,900
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Net cash provided by financing activities 1,411,500 510,300
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Net increase in cash and cash equivalents 1,496,000 327,000
Cash and cash equivalents at the beginning of the
period 1,092,300 5,051,700
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Cash and cash equivalents at the end of the period $ 2,588,300 $5,378,700
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Supplemental information:
Interest paid during the period $ 995,000 $1,015,600
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</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
September 30, 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 included in the Registration Statement and
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 and nine months ended September 30, 1995 are not necessarily
indicative of the operating results for the year ending December 31, 1995.
Certain reclassifications have been made to the previously reported 1994
statements in order to provide comparability with the 1995 statements. These
reclassifications have no effect on net income or Partners' capital.
The financial statements include the Partnership's 50% interest in one joint
venture and its 25% interest in another joint venture with Affiliated
partnerships. These joint ventures were formed for the purpose of each
acquiring a 100% interest in certain real property and are operated under the
common control of the General Partner. In addition, the 1994 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 was operated under the
common control of the General Partner prior to its disposition on December 9,
1994. Accordingly, the Partnership's pro rata share of the ventures' revenues,
expenses, assets, liabilities and capital was included in the financial
statements.
Cash equivalents are considered all highly liquid investments purchased with
maturity of three months or less.
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 or as otherwise disclosed herein.
2. RELATED PARTY TRANSACTIONS:
In accordance with the Partnership Agreement, subsequent to September 24, 1985,
the Termination of the Offering, the General Partner is entitled to 10% of
distributable Cash Flow (as defined by the Partnership Agreement), as a
Partnership Management Fee. For the quarter and nine months ended September 30,
1995, in conjunction with the suspension of distributions of Cash Flow (as
defined by the Partnership Agreement) to Limited Partners, the General Partner
was not paid a 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
to the General Partner in an amount equal to the greater of 1% of such Net
Profits or the Partnership Management Fee paid by the Partnership to the
General Partner during such year, and the balance, if any, to the Unit Holders.
Net Losses (exclusive of Net Losses from the sale or disposition of Partnership
properties) are allocated 1% to the General Partner and 99% to the Unit
Holders. Net Profits from the sale or disposition of a Partnership property are
allocated: first, prior to giving effect to any distribution of Sale or
Refinancing Proceeds from the transaction, to all 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 Partner in an amount necessary to make the positive
balance in its Capital Account equal to the amount of Sale or Refinancing
Proceeds to be distributed to the General Partner with respect to the sale or
disposition of such property; and third, the balance, if any, to the Unit
Holders. Net Losses from the sale or disposition of Partnership properties are
allocated: first, after giving effect to any distribution of Sale or
Refinancing Proceeds from the transaction, to all Partners with positive
balances in their Capital Accounts, pro rata in proportion to such respective
positive balances, to the extent of the total amount of such positive balances;
and second, the balance, if any, 1% to the General Partner and 99% to the Unit
Holders. Notwithstanding anything to the contrary, there shall be allocated to
the General Partner not less than 1% of all items of Partnership income, gain,
loss, deduction and credit during the existence of the Partnership. For the
quarter ended September 30, 1995, the General Partner was allocated Net Profits
of approximately $500. For the nine months ended September 30, 1995, the
General Partner was allocated Net Loss from operations of approximately $500.
Fees and reimbursements paid and payable by the Partnership to Affiliates
during the quarter and nine months ended September 30, 1995 were as follows:
<TABLE>
<CAPTION>
Paid
--------------------
Quarter Nine Months Payable
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Property management and leasing fees $ 82,200 $231,000 $19,600
Reimbursement of property insurance premiums, at
cost 11,100 36,900 None
Real estate commission (a) None None 10,000
Reimbursement of expenses, at cost:
(1) Accounting 3,100 11,900 5,100
(2) Investor communication 1,100 3,400 5,200
(3) Legal 8,600 60,100 None
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$106,100 $343,300 $39,900
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</TABLE>
(a) As of September 30, 1995, the Partnership owed approximately $10,000 to the
General Partner for a real estate commission earned in connection with the
sale of a Partnership property. This commission has been accrued but not
paid. In accordance with the Partnership Agreement, no Affiliate of the
General Partner may receive payment of a real estate commission upon the
sale of a Partnership property until Unit Holders have received cumulative
distributions of Sale or Refinancing Proceeds equal to 100% of their
Original Capital Contribution, plus a cumulative return (including all Cash
Flow (as defined by the Partnership Agreement) which has been distributed
to the Unit Holders) of 6% simple interest per annum on their Capital
Investment from the initial investment date.
3. MORTGAGE LOANS PAYABLE:
On January 6, 1995, Indianapolis Mall Associates, the joint venture which owns
Glendale Center Shopping Mall ("Glendale"), obtained a new mortgage loan in the
amount of $17,000,000 secured by this property. The Partnership's share of the
new loan amount was $8,500,000. The existing loan was paid off in full with the
proceeds from the new loan. The interest rate on the new loan is variable at
Libor plus 4.5% with interest payable monthly. The maturity date of the new
loan is January 1, 1999. Monthly payments of principal are to be made based on
an 11-year amortization and an interest rate of 9.5%. The joint venture may be
required to pay annually additional principal amortization equal to 50% of net
cash flow (pursuant to the loan agreement) from the property for each prior
calender year, depending on certain debt-coverage requirements defined by the
loan agreement. As of September 30, 1995 the Partnership's share of the
outstanding mortgage loan balance was $8,158,700.
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.
As the Partnership progresses through the disposition phase of its life cycle,
management's discussion and analysis of financial condition and results of
operations is complicated to compare between periods. Results of net income and
cash flows as defined by generally accepted accounting principles ("GAAP") as
well as Cash Flow (as defined by the Partnership Agreement) are generally
expected to decline as real property interests are sold or disposed of since
the Partnership no longer receives the results generated from such real
property interests. Accordingly, rental income, debt service, depreciation and
amortization expense, property operating expenses, repairs and maintenance
expenses, real estate taxes and insurance are expected to decline as well, but
will continue to comprise the significant components of net income and cash
flows (as defined by GAAP) as well as Cash Flow (as defined by the Partnership
Agreement) until the final property is sold. Also, during the disposition
phase, cash and cash equivalents increase as Sale and Refinancing Proceeds are
received and decrease as the Partnership utilizes these proceeds for the
purposes of making distributions to Limited Partners, repayment of the mortgage
loans payable, making capital improvements and incurring leasing costs at the
Partnership's remaining properties or other working capital requirements. Prior
to being utilized for such purposes, these proceeds are invested in short-term
money market instruments. Sale and Refinancing Proceeds are excluded from the
determination of Cash Flow (as defined by the Partnership Agreement).
OPERATIONS
The table below is a recap of certain operating results of each of the
Partnership's properties for the quarters and nine months ended September 30,
1995 and 1994. The discussion following the table should be read in conjunction
with the Financial Statements and Notes thereto appearing in this report.
<TABLE>
<CAPTION>
Comparative Operating Results (a)
For the Quarters For the Nine Months
Ended Ended
9/30/95 9/30/94 9/30/95 9/30/94
- ----------------------------------------------------------------
<S> <C> <C> <C> <C>
GLENDALE CENTER SHOPPING MALL
Rental revenues $875,000 $880,100 $2,584,500 $2,617,200
- ----------------------------------------------------------------
Property net income $ 15,300 $ 51,600 $ 6,600 $ 256,100
- ----------------------------------------------------------------
Average occupancy 92.1% 85.9% 92.1% 85.7%
- ----------------------------------------------------------------
REGENCY PARK SHOPPING CENTER
Rental revenues $146,500 $132,200 $ 443,000 $ 393,900
- ----------------------------------------------------------------
Property net (loss) $(16,100) $(33,100) $ (53,800) $ (106,900)
- ----------------------------------------------------------------
Average occupancy 87.7% 77.7% 88.0% 77.9%
- ----------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
FASHION ATRIUM BUILDING (B)
Rental revenues $ 412,400 $1,405,600
- ---------------------------------------------------
Property net (loss) $(368,400) $ (808,800)
- ---------------------------------------------------
Average occupancy 73.6% 71.7%
- ---------------------------------------------------
</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) On December 9, 1994, the Fashion Atrium Building was disposed of through
the orderly conveyance of title to the mortgage holder.
Net (loss) income for the Partnership changed from a net (loss) of $(335,000)
for the quarter ended September 30, 1994 to net income of $46,900 for the
quarter ended September 30, 1995. Partnership net loss decreased by $622,400
for the nine months ended September 30, 1995 when compared to the nine months
ended September 30, 1994. The comparison of operating results between the
periods is complicated by the disposition of the Fashion Atrium Building
("Fashion Atrium") on December 9, 1994. The effects of the disposition of
Fashion Atrium accounted for the significant decreases in rental income,
interest expense, property operating expenses, depreciation and amortization
expense, real estate tax expense, insurance expense and repairs and
maintenance.
Net income, exclusive of Fashion Atrium, increased $13,500 for the quarter
ended September 30, 1995 when compared to the quarter ended September 30, 1994.
Net income (loss) changed from $136,000 for the nine months ended September 30,
1994 to $(50,400) for the nine months ended September 30, 1995. These changes
in net income (loss) for the quarterly and nine-month periods under comparison
were primarily due to: 1) decreased operating results at Glendale Center
Shopping Mall ("Glendale") resulting from increased interest expense, and
decreased rental revenues, partially offset by decreased property operating
expenses; 2) improved operating results at Regency Park Shopping Center
("Regency") resulting from increased rental revenues and decreased interest
expense, partially offset by increases in repairs and maintenance and property
operating expenses; 3) a reduction in general and administrative expenses
resulting from a decrease in state and local taxes and 4) an increase in other
income due to the collection of outstanding tenant receivables from a
previously sold property. Partially offsetting these increases was a decrease
in interest income due to a decrease in cash available for investment caused by
the net reduction of the mortgage loan collateralized by Glendale. In addition,
the increases for nine-month periods was also affected by a decrease in
interest income, partially offset by an increase in other income due to the
reasons previously discussed.
For purposes of the following discussion, the comparative operating results of
Fashion Atrium have been excluded.
Rental revenues increased $9,200 or 0.9% and $16,400 or 0.6%, respectively, for
the quarter and nine months ended September 30, 1995 when compared to the
quarter and nine months ended September 30, 1994. The increases were primarily
due to increases in Regency's average occupancy. Partially offsetting these
increases was a decrease at Glendale in tenant expense reimbursements for
common area costs and real estate tax escalations and a decrease in other
rental income, partially offset by an increase in percentage rents.
5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Interest expense increased by $40,100 and $225,200, respectively, for the
comparable periods. Although the average outstanding principal balance on the
Glendale mortgage is significantly lower in 1995 than in 1994, the interest
expense increased due to the increase in the interest rate pursuant to the
terms of the new loan agreement.
Total property operating expenses decreased $11,200 and $28,900, respectively,
for the comparable periods. The primary factors which contributed to the
decrease in property operating expenses for the quarterly and nine-month
periods were decreased utilities (due to the severe heat during the summer
months of 1995 when compared to 1994) and decreased advertising and promotional
expenditures at Glendale. Partially offsetting the overall decrease in property
operating expenses was increased utilities, professional fees and management
fees (which are computed at a rate not to exceed 6% of the gross receipts of
the property) due to an increase in occupancy at Regency.
Insurance expense decreased $6,700 and $16,500, respectively, for the quarter
and nine months ended September 30, 1995, when compared to the prior year
periods. These decreases were primarily due to lower group rates on the
Partnership's combined insurance coverage as a result of a minimal amount of
claims made over the past several years, which provided a good loss experience
relative to the Partnership's properties.
Repairs and maintenance expense (decreased) increased $(2,400) and $6,800,
respectively, for the quarterly and nine-month periods under comparison. The
primary factors which caused the decrease for the quarterly periods under
comparison were decreased expenditures on the interior and exterior of the
building at Glendale and decreased landscaping, roof repairs and supplies at
Regency. The increase in repairs and maintenance for the nine-month periods
under comparison was due to increased expenses at Regency associated with space
planning for potential new and renewing tenants and increased maintenance
salaries at Glendale.
Real estate tax expense (decreased) increased $(600) and $13,900, respectively,
for the quarter and nine months ended September 30, 1995 when compared to the
comparable periods of 1994. The increase for the nine-month periods under
comparison was primarily due to an increase at Glendale as a result of a higher
estimated tax liability in 1995.
To increase and/or maintain occupancy levels at the Partnership's properties,
the General Partner, through its Affiliated asset and property management
groups, continues to take the following actions: 1) implementation of marketing
programs, including hiring of third-party leasing agents or providing on-site
leasing personnel, advertising, direct mail campaigns and development of
building brochures; 2) promotion of local broker events and networking with
local brokers; 3) networking with national level retailers; 4) cold-calling
other businesses and tenants in the market area and 5) providing rental
concessions or competitively pricing rental rates depending on market
conditions.
LIQUIDITY AND CAPITAL RESOURCES
One of the Partnership's objectives is to dispose of its properties when market
conditions allow for the achievement of the maximum possible sales price. In
the interim, the Partnership continues to manage and maintain its remaining
properties. Cash Flow (as defined in the Partnership Agreement) is generally
not equal to Partnership net income or cash flows as defined 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 by the
Partnership Agreement) should be examined in conjunction with an analysis of
net income or cash flows (as defined by GAAP). The following table includes a
reconciliation of Cash Flow (as defined by the Partnership Agreement) to cash
flow provided by operating activities as determined by GAAP. Such amounts 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 Flows.
<TABLE>
<CAPTION>
Comparative
Cash Flow Results
For the
Nine Months Ended
9/30/95 9/30/94
- --------------------------------------------------------------------------
<S> <C> <C>
Amount of Cash Flow (as defined in the Partnership
Agreement) $ 144,100 $ 245,700
Items of reconciliation:
Principal payments on mortgage loans 371,000 24,400
Decrease (increase) in current assets 158,900 (198,400)
Increase (decrease) in current liabilities 36,000 (29,400)
- --------------------------------------------------------------------------
Net cash provided by operating activities $ 710,000 $ 42,300
- --------------------------------------------------------------------------
Net cash (used for) investing activities $ (625,500) $(225,600)
- --------------------------------------------------------------------------
Net cash provided by financing activities $1,411,500 $ 510,300
- --------------------------------------------------------------------------
</TABLE>
The decrease in Cash Flow (as defined in the Partnership Agreement) of $101,600
for the nine months ended September 30, 1995 when compared to nine months ended
September 30, 1994 was primarily due to an increase in debt service payments
resulting from the refinancing of Glendale on January 6, 1995, partially offset
by the absence of the operating results of Fashion Atrium which had operated at
a Cash Flow (as defined in the Partnership Agreement) deficit in 1994.
The increase in the Partnership's cash position of $1,496,000 as of September
30, 1995 when compared to December 31, 1994 was primarily the result of the net
proceeds received in conjunction with the refinancing of the mortgage loan
collateralized by Glendale and the net cash provided by operating activities
exceeding expenditures made for capital and tenant improvements for the
Partnership's properties. Liquid assets of the Partnership as of September 30,
1995 are comprised of amounts held for working capital purposes.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
The increase in net cash provided by operating activities of $667,700 for the
nine months ended September 30, 1995 when compared to the nine months ended
September 30, 1994 was primarily the result of the decrease in the net loss due
to the absence of the operating results of Fashion Atrium and to a lesser
extent the increase in operating results, as previously discussed, of
properties currently owned by the Partnership and the timing of the payment of
certain Partnership expenses.
The increase in net cash (used for) investing activities of $399,900 for the
nine months ended September 30, 1995 when compared to the nine months ended
September 30, 1994 was due to an increase in expenditures for capital and
tenant improvements and leasing costs at the Partnership's properties and to a
lesser extent to an increase in escrow deposits. The Partnership maintains
working capital reserves to pay for capital expenditures such as building and
tenant improvements and leasing costs. During the nine months ended September
30, 1995, the Partnership spent $572,000 for building and tenant improvements
and leasing costs and has budgeted to spend approximately $438,000 during the
remainder of 1995. Of the remaining budgeted amount, approximately $415,000
relates to anticipated capital and tenant improvements and leasing costs
expected to be incurred at Glendale. The General Partner believes these
expenditures are necessary in order to increase and/or maintain occupancy
levels and to maximize rental rates charged to new and renewing tenants.
The increase of approximately $901,200 in net cash provided by financing
activities for the nine months ended September 30, 1995 when compared to the
nine months ended September 30, 1994 was due primarily to the net proceeds
received from the refinancing of the mortgage loan collateralized by Glendale.
On January 6, 1995, Indianapolis Mall Associates, the joint venture which owns
Glendale, obtained a new mortgage loan in the amount of $17,000,000 securing
this property. The Partnership's share of the new loan amount was $8,500,000.
The existing loan was paid off in full with the proceeds from the new loan. The
net cash received by the Partnership in connection with this refinancing of
$1,780,100, net of $69,900 in loan acquisition costs, was added to the
Partnership's working capital.
The mortgage loan collateralized by Regency is scheduled to mature on December
31, 1995. The General Partner has initiated discussions with the current lender
with the intent of extending and or modifying the current loan. However, there
can be no assurance that the General Partner will be successful in these
discussions. If unsuccessful in its attempt to extend or modify the current
loan, the Partnership could face the loss of its 25% interest in the property
through foreclosure.
The General Partner continues to take a conservative approach to projections of
future rental income and to maintain higher levels of cash reserves due to the
anticipated capital and tenant improvements and leasing costs necessary to be
made at the Partnership's properties during the next several years. The General
Partner believes that Cash Flow (as defined by the Partnership Agreement) is
one of the best and least expensive sources of cash. As a result of this, cash
continues to be retained to supplement working capital reserves. For the nine
months ended September 30, 1995 all Cash Flow (as defined by the Partnership
Agreement) was retained to supplement working capital reserves.
Distributions to Limited Partners continue to be suspended. The amount of
future distributions to Partners will ultimately be dependent upon the
performance of the Partnership's investments as well as the General Partner's
determination of the amount of cash necessary to supplement working capital
reserves to meet future liquidity requirements of the Partnership. Accordingly,
there can be no assurance of the availability of cash for distribution to
Partners.
7
<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
September 30, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES X
BY: FIRST CAPITAL FINANCIAL CORPORATION
GENERAL PARTNER
Date: November 14, 1995 By: /s/ DOUGLAS CROCKER II
----------------- -----------------------------------------
DOUGLAS CROCKER II
President and Chief Executive Officer
Date: November 14, 1995 By: /s/ NORMAN M. FIELD
----------------- -----------------------------------------
NORMAN M. FIELD
Vice President - Finance and Treasurer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000750301
<NAME> FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES X
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 2,588,300
<SECURITIES> 0
<RECEIVABLES> 381,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,969,300
<PP&E> 31,679,900
<DEPRECIATION> 6,914,600
<TOTAL-ASSETS> 27,962,200
<CURRENT-LIABILITIES> 717,900
<BONDS> 12,127,600
<COMMON> 0
0
0
<OTHER-SE> 15,079,800
<TOTAL-LIABILITY-AND-EQUITY> 27,962,200
<SALES> 0
<TOTAL-REVENUES> 3,155,300
<CGS> 0
<TOTAL-COSTS> 1,568,500
<OTHER-EXPENSES> 126,900
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 944,800
<INCOME-PRETAX> (50,400)
<INCOME-TAX> 0
<INCOME-CONTINUING> (50,400)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (50,400)
<EPS-PRIMARY> (1.14)
<EPS-DILUTED> (1.14)
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