<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, 1994
-----------------------------------------
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 Income Properties, Ltd. - Series X
------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2417973
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Two North Riverside Plaza, Suite 950, 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
-------------------------
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. [_]
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 September 25, 1984,
included in the Partnership's Registration Statement on Form S-11, is
incorporated herein by reference in Part IV of this report.
<PAGE>
Documents incorporated by reference: (continued)
The Partnership's Report on Form 8-K dated December 9, 1994, reporting the
disposition of the Fashion Atrium Building, located in New York, New York, is
incorporated herein by reference in Part IV of this report.
The Partnership's Report on Form 8-K dated April 10, 1992, describing the
disposition of the 1270 Broadway Building, located in New York, New York, is
incorporated herein by reference in Part IV of this report.
Exhibit Index -- Page A-1
-------------------------
2
<PAGE>
PART I
ITEM 1. BUSINESS
------- --------
First Capital Income Properties, Ltd. - Series X (the "Partnership"), is a
limited partnership organized in May, 1984 under the Florida Uniform Limited
Partnership Act. The Partnership sold $43,861,000 in Limited Partnership Units
(the "Units") to the public from September, 1984 through September, 1985,
pursuant to a Registration Statement on Form S-11 filed with the Securities and
Exchange Commission (Registration Statement No. 2-92364). Capitalized terms used
in this report have the same meaning as those terms have in this Registration
Statement.
The business of the Partnership is to invest primarily in existing, improved,
income-producing commercial real estate such as shopping centers, warehouses and
office buildings, and, to a lesser extent, in other types of income-producing
real estate. From May, 1985 to February, 1988, the Partnership made one real
property investment, purchased 50% interests in two joint ventures with
Affiliated partnerships which each made one real property investment and
purchased a 25% interest in one joint venture with an Affiliated partnership
which made one real property investment. In April 1992 the Partnership sold its
one real property investment, the 1270 Broadway Building ("1270 Broadway"). On
December 9, 1994 the Partnership disposed of its joint venture interest in the
Fashion Atrium Building ("Fashion Atrium").
Property management services for certain of the Partnership's real estate
investments are provided by Affiliates of the General Partner, 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 depend upon the availability of suitable tenants, real estate market
conditions and general economic conditions which may impact the success of those
tenants. Properties owned by the Partnership frequently compete for tenants with
similar properties owned by others.
The Partnership directly or through joint ventures in which it has invested,
employs 41 people for on-site property maintenance and administration.
ITEM 2. PROPERTIES (a)(b)
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As of December 31, 1994, the Partnership owns through joint ventures, the
following two properties, which are each owned in fee simple and encumbered by a
mortgage. For complete details of the material terms of the encumbrances, 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 (d) Indianapolis, Indiana 649,253 60 (2)
Regency Park Shopping Center (e) Jacksonville, Florida 329,858 18 (3)
</TABLE>
Notes:
------
(a) For a discussion of significant operating results and major capital
expenditures planned for the Partnership's properties refer to Item 7.
3
<PAGE>
ITEM 2. PROPERTIES (a)(b) -- Continued
------- ------------------------------
Notes:
------
(b) For Federal income tax purposes, the Partnership depreciates the portion of
the acquisition costs of its properties allocable to real property over
useful lives ranging from 18 years to 40 years, utilizing either the
Accelerated Cost Recovery System or straight-line method. Other depreciable
assets are depreciated over their applicable recovery periods. The
Partnership's portion of real estate taxes for the Glendale Center Shopping
Mall ("Glendale") and Regency Park Shopping Center ("Regency") were
approximately $423,700 and $65,900, respectively for the year ended December
31, 1994. In the opinion of the 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 property.
(d) The Partnership owns a 50% joint venture interest in this property.
(e) The Partnership owns a 25% joint venture interest in this property.
The following table sets forth occupancy rates for the Partnership's properties
as of December 31 for each of the last five years:
<TABLE>
<CAPTION>
Property Name 1994 1993 1992 1991 1990
----------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Glendale Center
Shopping Mall 93% 87% 92% 90% 95%
Regency Park
Shopping Center 89% 78% 78% 84% 88%
</TABLE>
The amounts in the following table represent the Partnership's properties'
average annual rentals per square foot for each of the last five years ended
December 31 and are computed by dividing each property's base rental revenues by
its average occupied square footage:
<TABLE>
<CAPTION>
Property Name 1994 1993 1992 1991 1990
----------------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Glendale Center
Shopping Mall $5.55 $4.95 $5.47 $5.63 $5.58
Regency Park
Shopping Center $6.34 $6.85 $6.97 $6.50 $6.61
</TABLE>
4
<PAGE>
ITEM 2. PROPERTIES (a)(b) -- Continued
------- ------------------------------
The following table summarizes the principal provisions of the leases for the
tenants which occupy more than ten percent of the rentable square footage at the
Partnership's two remaining properties:
<TABLE>
<CAPTION>
Percentage
of Net Renewal
Partnership's Leasable Options
Share of Expiration Square (Renewal
Rent Date of Footage Options/
for 1995 Lease Occupied Years)
------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Glendale Center Shopping Mall
-----------------------------
L. S. Ayres & Co.
(department store sales) $ 194,100 1/31/2001 37% 2/30
Lazarus
(department store sales) $ 128,700 1/31/2001 26% 2/30
Regency Park Shopping Center
----------------------------
Publix (a)
(grocery store sales) $ 71,700 1/15/2005 26% None
Service Merchandise
(department store sales) $ 87,500 2/28/2009 14% None
Baby Superstore
(wholesale baby furnishings) $ 35,100 9/30/2004 12% 3/5
</TABLE>
(a) This tenant does not physically occupy any space at this property
but continues to pay rent.
5
<PAGE>
ITEM 2. PROPERTIES (a)(b) -- Continued
------- ------------------------------
The following sets forth the Partnership's portion of lease expirations
(assuming no lease renewals) for the Partnership's properties, through the year
ended December 31, 2004:
<TABLE>
<CAPTION>
Base Rents
in Year of % of Total
Number of Expiration Base Rents
Year Tenants Square Feet (a) Collected (b)
---- --------- ----------- ---------- -------------
<S> <C> <C> <C> <C>
1995 9 24,831 $ 46,307 2.27%
1996 12 41,780 $ 82,844 4.32%
1997 6 42,210 $ 43,967 2.40%
1998 8 14,883 $ 116,769 6.43%
1999 4 7,484 $ 17,427 1.02%
2000 6 13,794 $ 68,823 4.27%
2001 8 443,023 $ 100,574 8.66%
2002 4 22,291 $ 114,678 11.52%
2003 6 15,435 $ 94,020 11.84%
2004 10 74,321 $ 153,933 20.83%
</TABLE>
(a) Represents Partnership's portion of rents to be received, through the
date of expiration, on expiring leases each year.
(b) Represents the rents to be received on expiring leases as a percentage
of the total base rents expected to be collected for each year.
ITEM 3. LEGAL PROCEEDINGS
------- -----------------
(a & b) The Partnership and its properties are 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, 1994. Ordinary routine
litigation incidental to the business which is not deemed material was
maintained during the quarter ended December 31, 1994.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------- ---------------------------------------------------
(a,b,c & d) None.
6
<PAGE>
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 the Units.
As of March 1, 1995, there were 3,758 Holders of the Units.
7
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
For the Years Ended December 31,
---------------------------------------------------------------
1994 1993 1992 1991 1990
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total revenues $ 5,913,000 $ 7,177,200 $ 8,121,700 $10,201,300 $10,274,500
Net (loss) $ (949,100) $(6,532,500) $ (149,100) $(5,581,700) $ (305,800)
Net (loss) allocated to
Limited Partners $(1,192,200) $(6,467,200) $ (155,300) $(5,525,900) $ (302,700)
Net (loss) allocated to
Limited Partners per
Unit (43,861 Units
issued and outstanding) $ (27.18) $ (147.45) $ (3.54) $ (125.99) $ (6.90)
Investment in commercial
rental properties (net
of accumulated
depreciation and
amortization) $24,728,800 $38,273,500 $46,067,100 $55,116,000 $61,970,100
Number of real property
interests owned at
December 31 2 3 3 4 4
Total assets $26,495,200 $44,395,800 $50,612,200 $60,010,500 $65,974,200
Mortgage loans payable $10,648,600 $26,794,900 $26,831,200 $35,649,300 $35,675,000
Cash Flow (as defined in
the Partnership
Agreement) (a) $ 651,400 $ 1,732,300 $ 1,555,200 $ 1,800,900 $ 1,469,700
Distributions to Limited
Partners per Unit
(43,861 Units issued
and outstanding) None None None None $ 26.25
Return of Capital to
Limited Partners per
Unit (43,861 Units
issued and outstanding)
(b) None None None None $ 26.25
------------------------------------------------------------------------------------------
</TABLE>
Reconciliation of Cash Flow (as defined in the Partnership Agreement) to net
cash provided by operating activities:
<TABLE>
<CAPTION>
For the Years Ended December 31,
-------------------------------------------------------
1994 1993 1992 1991 1990
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Cash Flow (as defined in
the Partnership
Agreement) (a) $651,400 $1,732,300 $1,555,200 $1,800,900 $1,469,700
Items of reconciliation:
Principal payments on
mortgage loans payable 33,800 36,300 30,600 25,700
Changes in assets and
liabilities:
Decrease (increase) in
current assets 334,700 792,900 731,300 (1,024,700) 533,600
(Decrease) increase in
current liabilities (542,900) 356,900 (89,400) (289,600) 438,000
---------------------------------------------------------------------------------
Net cash provided by
operating activities $477,000 $2,918,400 $2,227,700 $ 512,300 $2,441,300
---------------------------------------------------------------------------------
</TABLE>
(a) Cash Flow is defined in the Partnership Agreement as all revenues from
operations (excluding tenant deposits, proceeds from the sale, disposition
or financing of any Partnership properties and proceeds from the
refinancing of any Partnership indebtedness), minus all expenses (including
Operating Expenses, payments of principal and interest on any Partnership
indebtedness, and any reserves of revenues from operations deemed
reasonably necessary by the General Partner), except depreciation and
amortization expenses, capital expenditures and the General Partner's
Partnership Management Fee.
(b) To the extent cash distributions exceed net income, such excess
distributions are treated as a return of capital.
The above selected financial data should be read in conjunction with the
financial statements and the related notes appearing on pages A-1 to A-6 and
the supplemental schedule on pages A-7 and A-8 in this report.
8
<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 on September 25, 1984
(inception), and terminated the Offering on September 24, 1985, upon the sale
of 43,861 Units. From May, 1985 to February, 1988 the Partnership acquired four
real property interests, including two 50% joint venture interests and one 25%
joint venture interest. The Partnership, in addition to being in the operation
of properties phase, entered the third phase of its business upon the sale of
1270 Broadway in 1992. In addition on December 9, 1994 the Fashion Atrium
Building was disposed of through the orderly conveyance of title to the
mortgage holder.
OPERATIONS
The statements of cash flows presented in the financial statements represent a
reconciliation of the changes in cash balances. Cash Flow, as defined in the
Partnership Agreement, is generally not equal to Partnership net income or cash
flows as determined under generally accepted accounting principles, since
certain items are treated differently under the Partnership Agreement than
under generally accepted accounting principles. Management believes that in
order to facilitate a clear understanding of the Partnership's operations, an
analysis of Cash Flow (as defined by 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.
As the Partnership progresses through the disposition phase, the General
Partner continues to analyze, and if necessary adjust for, the differences
between the market values and the carrying bases of the Partnership's
properties. As a result of the current year analysis, the Partnership has
recorded a provision for value impairment for Regency of approximately $750,000
as of December 31, 1994. The General Partner will continue to evaluate real
estate market conditions affecting each of the Partnership's properties, in its
efforts to maximize the realization of proceeds on their eventual disposition.
The recording of the provision for value impairment does not impact cash flows
as defined by generally accepted accounting principles or Cash Flow as defined
by the Partnership Agreement (see Note 8 of Notes to Financial Statements for
additional information).
<TABLE>
<CAPTION>
Comparative Cash Flow Results
For the Years Ended
-----------------------------------
12/31/94 12/31/93 12/31/92
---------------------------------------------------------------------------
<S> <C> <C> <C>
Amount of Cash Flow (as defined in the
Partnership Agreement) $ 651,400 $ 1,732,300 $ 1,555,200
Capital Investment $43,861,000 $43,861,000 $43,861,000
Return on Capital Investment (Cash
Flow/Capital Investment) 1.49% 3.95% 3.55%
---------------------------------------------------------------------------
</TABLE>
Comparisons of Cash Flow and operating results between the years presented in
the above table are complicated by the sale of the 1270 Broadway in April, 1992
and, to a lesser extent, the orderly conveyance of title to the mortgage holder
of Fashion Atrium within the context of a pre-packaged Chapter 11 bankruptcy
plan on December 9, 1994. The sale of the 1270 Broadway Building accounted for
the significant decreases in rental income, interest expense, real estate tax
expense, repairs and maintenance and property operating expenses from 1992 to
1993. The deterioration of operating results at Fashion Atrium, prior to its
transfer to the mortgage holder, accounted for certain of the decreases in
these categories from 1993 to 1994.
Cash Flow results for the year ended December 31, 1994 when compared to the
year ended December 31, 1993 decreased $1,080,900. This decrease was primarily
caused by lower Cash Flow results at Glendale, Fashion Atrium, and Regency of
$720,200, $392,100 and $36,400, respectively. Partially offsetting the decrease
in Cash Flow results from 1993 to 1994 was an increase in interest income of
$61,100 due to a trend in higher interest rates earned on short-term
investments.
Cash Flow results for the year ended December 31, 1993 increased approximately
$132,600 when compared to the year ended December 31, 1992, excluding the 1992
operating results of 1270 Broadway. Factors contributing to the increase were:
1) decreased real estate taxes at Glendale; 2) decreased real estate taxes at
Fashion Atrium due to a 20% decrease in the assessed value of the property,
offset by a slight increase in the applicable tax rate; 3) lower financing
costs on the Partnership's variable rate mortgage loans due to a decline in
lending rates; 4) increased rental revenues at Glendale; 5) decreased property
operating expenses at all of the Partnership's properties and 6) decreased
general and administrative expenses due to charges of approximately $56,600
recorded in 1992 for Indiana state and county income taxes for the tax years
1989 and 1990. Partially offsetting the increase in Cash Flow results were
decreased rental revenues at Fashion Atrium and Regency and increased repair
and maintenance expenses at Glendale and Fashion Atrium.
Rental revenues for Glendale for the years ended December 31, 1994, 1993 and
1992 were approximately $3,532,000, $4,038,800, and $3,738,200, respectively.
The factors which contributed to the decrease in rental revenues from 1993 to
1994 were: 1) a decrease in real estate tax and operating expense escalation
income of $409,700 as a result of a 1994 adjustment of previously billed 1993
amounts which had been overestimated; 2) the receipt by the Partnership in 1993
of $81,000 from a tenant relating to a lease settlement and 3) a slight
decrease in the average annual occupancy rate from 88% in 1993 to 87% in 1994.
Additional factors contributing to the decrease in Cash Flow results for this
property for the year ended December 31, 1994 were: 1) an increase in operating
expenses of $62,600 primarily due to an increase in promotional expenditures in
order to attract new tenants and 2) an increase in debt service of $159,000 due
to a slightly higher variable interest rate and loan extension costs incurred
during the year. Despite a decrease in the average annual occupancy rate from
92% in 1992 to 88% in 1993, rental revenues increased from 1992 to 1993 due to
the receipt in 1993 of prior years' tenant expense reimbursements. The decrease
in real estate tax expense from 1992 to 1993 was due to the fact that the 1992
real tax expense included an increase in the tax rate imposed by the local
taxing authority and the recognition of additional real estate tax expense in
connection with the outcome of the Partnership's protest of the 1989 and 1990
tax assessments. A portion of these increased expenses had been offset by
tenant reimbursements, whereby certain tenants were charged a pro rata amount
of the costs based upon their individual lease agreements. The decrease in debt
service from 1992 to 1993 was due to a decrease in variable rate debt service
costs. The average annual interest rate decreased from 5.2% in 1992 to 4.73% in
1993.
Rental revenues for Fashion Atrium for the years ended December 31, 1994, 1993,
and 1992 were approximately $1,676,800, $2,476,300, and $3,061,500,
respectively. Average annual occupancy rates for 1994, 1993 and 1992 were 72%,
77% and 83%, respectively. Fashion Atrium's tenant base has experienced
significant changes over the last
several years as a result of the economic downturn in New York City,
particularly within the fashion garment industry. Rental revenues have
decreased over the period from 1992 to 1994 due to a decline in the average
effective annual rental rates charged on new tenant leases and on tenant
renewals resulting from increased competition from other properties. Partially
offsetting the decrease in rental revenues for this
9
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--(CONTINUED)
property from 1993 to 1994 was: 1) a decrease in property operating expenses of
$135,000 due primarily to the decrease in occupancy and 2) a decrease of
$274,100 in debt service charged to Cash Flow for the year ended December 31,
1994 due to the General Partner's decision to discontinue regularly scheduled
interest payments after May 31, 1994. The average interest rate was 5.3% on the
variable rate loan through the five months ended May 31, 1994. Due to a decline
in mortgage lending rates, the Partnership incurred a decrease in financing
costs in 1993 when compared to 1992 on the variable rate loan collateralized by
Fashion Atrium. The average rates on this loan were 5.1% and 4.51%, in 1992 and
1993, respectively.
Rental revenues for Regency for the years ended December 31, 1994, 1993 and
1992 were $523,300 $542,200 and $655,000, respectively. In addition to the
decrease in rental revenues, property operating expenses and repairs and
maintenance expenses increased in the amounts of $10,600 and $6,800,
respectively. The average annual occupancy rate for 1994 was 79%. Rental
revenues decreased from 1992 to 1993 primarily due to a decrease in the annual
average occupancy rate from 90% in 1992 to 78% in 1993, resulting from the loss
of a major tenant in late 1992 which occupied approximately 12% of the leasable
square footage.
Rental revenues for the 1270 Broadway Building for the year ended December 31,
1992 were $547,300.
The rate of inflation has remained relatively stable 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) annual
rent increases based on the Consumer Price Index or graduated rental increases;
2) percentage rentals for shopping centers, for which the Partnership receives
as additional rent a percentage of a tenant's sales over predetermined
breakeven amounts; and 3) total or partial tenant reimbursement of property
operating expenses and real estate taxes.
LIQUIDITY AND CAPITAL RESOURCES
The decrease in the Partnership's cash position as of December 31, 1994 when
compared to December 31, 1993 was primarily due to the partial principal
paydowns on the mortgage loan collateralized by Glendale. Liquid assets of the
Partnership as of December 31, 1994 were comprised of amounts held for working
capital purposes.
Net cash provided by operating activities continues to be the Partnership's
primary source of funds. Net cash provided by operating activities decreased
from $2,918,400 for the year ended December 31, 1993 to $477,000 for the year
ended December 31, 1994. Factors which contributed to the decrease in cash
provided by operating activities were: 1) the decrease in Cash Flow results as
previously discussed; 2) a decrease in payables due to the payment of Fashion
Atrium real estate taxes by the lender; 3) a decrease in receivables due to the
efforts by property management of collecting rents on a more timely basis and
4) a decrease in prepaid expenses resulting from the timing of the payment of
certain Partnership expenses.
The primary use of cash for investing activities is capital and tenant
improvements made to the Partnership's properties. During the year ended
December 31, 1994, the Partnership spent approximately $418,300 for capital and
tenant improvements. For 1995, the Partnership has budgeted to spend
approximately $810,000 and $52,000 for capital and tenant improvements at
Glendale and Regency, respectively. The General Partner believes that these
improvements are necessary in order to preserve the physical integrity and
heighten the image of these properties in their respective marketplaces, as
well as to improve occupancy levels and maintain rental rates in competitive
markets. Generally, working capital reserves are maintained to fund these types
of expenditures.
Net cash used for financing activities increased from $40,800 for the year
ended December 31, 1993 to $4,018,100 for the year ended December 31, 1994.
This change was due primarily to the partial principal payments relating to the
mortgage loan collateralized by Glendale, net proceeds received from the
mortgage loan collateralized by Fashion Atrium as discussed below and a
decrease in security deposits due to the disposition of Fashion Atrium. These
payments were funded from the Partnership's working capital reserves.
The maturity date of the mortgage loan collateralized by Glendale had
previously been extended with the existing lender until October 3, 1994. On
October 27, 1994, the joint venture which owns Glendale made a $4,300,000
principal payment to this lender, of which the Partnership's share was
$2,150,000. This principal payment extended the loan's maturity to November 30,
1994. On November 21, 1994, the joint venture made an additional principal
payment of $3,700,000, of which the Partnership's share was $1,850,000, which
further extended the maturity date of the loan to January 31, 1995. A fee of
$50,000 was paid by the joint venture for each loan extension. On January 6,
1995, the Partnership obtained a new mortgage loan in the amount of $17,000,000
collateralizing Glendale. The existing loan was paid off in full with the
proceeds of the new loan. The Partnership's 50% share of the $8,000,000 in
principal payments was funded by working capital.
The General Partner was unable to reach a mutual resolution with the mortgage
holder regarding the restructuring of the loan for Fashion Atrium and as a
result, in April 1994, the Partnership received a notice of default from the
mortgage holder. On August 25, 1994, FANY Seventh Avenue Associates ("FANY"),
the joint venture which owns Fashion Atrium and in which the Partnership has a
50% interest, executed a Cash Collateral Use Agreement (the "Agreement") with
the mortgage holder. Upon execution of the Agreement, FANY transferred
accumulated cash flow through July 31, 1994 to a safekeeping account under sole
control of the mortgage holder. In addition, the mortgage holder made a
protective advance to FANY for the payment of accrued real estate taxes plus
penalties and interest. FANY assisted in the orderly conveyance of title of the
property to the mortgage holder within the context of a pre-packaged Chapter 11
bankruptcy plan (the "Bankruptcy") filed on October 14, 1994 in the United
States Bankruptcy Court for the Southern District of New York. A confirmation
hearing on the pre-packaged plan occurred on November 22, 1994. The conveyance
of title of the property occurred pursuant to the terms and conditions of a
confirmed plan on December 9, 1994. Upon the transfer of title, the assets and
liabilities of FANY were conveyed to the mortgage holder.
The mortgage loan collateralized by Regency is scheduled to mature on January
1, 1996. The General Partner is currently attempting to refinance the property
in order to meet the scheduled maturity date and the $3,955,100 principal
payment needed. The General Partner believes that a refinancing should be
feasible. However, in light of the current real estate lending environment,
there can be no assurance that such refinancing will be accomplished.
Distributions to Limited Partners continue to be suspended to ensure that the
required cash is available when needed to fund anticipated capital and tenant
improvements and other liquidity requirements. All Cash Flow earned by the
Partnership during the year ended December 31, 1994 was withheld to supplement
working capital reserves. The General Partner views Cash Flow as one of the
Partnership's best and least expensive sources of cash. For the year ended
December 31, 1994, Cash Flow withheld to supplement working capital reserves
approximated $651,400. The General Partner believes that the Partnership's
current cash position along with any additional amounts retained from future
Cash Flow will be sufficient to cover budgeted expenditures as well as any
other liquidity requirements which may reasonably be foreseen.
10
<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.
11
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-------- --------------------------------------------------
(a) DIRECTORS
---------
The Partnership has no directors. First Capital Financial Corporation
("FCFC") is the General Partner. The directors of FCFC, as of March 27,
1995, 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 May, 1995.
Name Office
---- ------
Samuel Zell............................. Chairman of the Board
Douglas Crocker......................... Director
Sheli Z. Rosenberg...................... Director
Sanford Shkolnik........................ Director
Samuel Zell, 53, has been a Director of the General Partner since 1983
(Chairman of the Board since December 1985); and is Chairman of the Board
of Great American Management and Investment, Inc. ("Great American"). Mr.
Zell is also Chairman of the Board of Equity Financial and Management
Company ("EFMC") and Equity Group Investments, Inc., and is a trustee and
beneficiary of a general partner of Equity Holding Limited, an Illinois
Limited Partnership, a privately owned investment partnership. He is also
Chairman of the Board of Directors of Itel Corporation, Broadway Stores,
Inc., Falcon Building Products, Inc. and American Classic Voyages Co. He is
Chairman of the Board of Trustees of Equity Residential Properties Trust.
He is a director of Jacor Communications, Inc., Sealy Corporation and The
Vigoro Corporation, Chairman of the Board of Directors and Chief Executive
Officer of Capsure Holdings Corp. and Manufactured Home Communities, Inc.
and Co-Chairman of the Board of Revco D.S., Inc. Mr. Zell was President of
Madison Management Group, Inc. ("Madison") prior to October 4, 1991.
Madison filed for a petition under the Federal bankruptcy laws on November
8, 1991.
Douglas Crocker II, 54, has been President and Chief Executive Officer
since December, 1992 and a Director since January, 1993 of the General
Partner. Mr. Crocker has been an Executive Vice President of EFMC since
November, 1992. Mr. Crocker has been President and Chief Executive Officer
of Equity Residential Properties Trust since March 31, 1993. He was
President of Republic Savings Bank, F.S.B. ("Republic") from 1989 to June,
1992 at which time the Resolution Trust Company took control of Republic.
Sheli Z. Rosenberg, 53, was President and Chief Executive Officer of the
General Partner from December, 1990 to December, 1992 and has been a
Director of the 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 EFMC and Equity
Group Investments, Inc. since November, 1994; has been a director of Great
American since June, 1984 and is a director of various subsidiaries of
Great American. She is also a Director of Itel Corporation, Capsure
Holdings Corp., American Classic Voyages Co., Falcon Building Products,
Inc., Jacor Communications, Inc., Revco D.S., Inc. and The Vigoro
Corporation. She was Chairman of the Board from January, 1994 to September,
1994; and has been Co-Chairman of the Board since September, 1994 of CFI
Industries, Inc., She is also a trustee of Equity Residential Properties
Trust. Ms. Rosenberg is Chairman of the Board of Rosenberg & Liebentritt,
P.C., counsel to the Partnership, the General Partner and certain of their
Affiliates. Ms. Rosenberg was
12
<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT -- Continued
-------- --------------------------------------------------
(a) DIRECTORS (continued)
---------
Vice President of Madison prior to October 4, 1991. Madison filed for a
petition under the Federal bankruptcy laws on November 8, 1991. She has
been Vice President of First Capital Benefit Administrators, Inc. ("Benefit
Administrators") since July 22, 1987. Benefit Administrators filed for a
petition under the Federal Bankruptcy laws on January 3, 1995.
Sanford Shkolnik, 56, has been a Director of the General Partner since
December, 1985. Mr. Shkolnik has been Executive Vice President of EFMC
since 1976. He is Chairman of the Board and Chief Executive Officer of SC
Management, Inc., which is General Partner of Equity Properties and
Development Limited Partnership, a nationally ranked shopping center
company. He is also a director of Broadway Stores, Inc.
(b,c & e) EXECUTIVE OFFICERS
------------------
The Partnership does not have any executive officers. The executive
officers of the General Partner as of March 27, 1995 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
Arthur A. Greenberg............. Senior Vice President
Norman M. Field................. Vice President - Finance and Treasurer
PRESIDENT AND CEO - See Table of Directors above.
Arthur A. Greenberg, 53, has been Senior Vice President of the General
Partner since August, 1986. Mr. Greenberg was Executive Vice President and
Chief Financial Officer of Great American from December, 1986 to March,
1995. Mr. Greenberg also is a Director and Executive Vice
President/Treasurer of EFMC since 1971, and President of Greenberg &
Pociask, Ltd. He is Senior Vice President since 1989 and Treasurer since
1990 of Capsure Holdings Corp. Mr. Greenberg is a director of American
Classic Voyages Co., The Vigoro Corporation, and Chairman of the Board of
Firstate Financial A Savings Bank. Mr. Greenberg was Vice President of
Madison prior to October 4, 1991. Madison filed for a petition under the
Federal bankruptcy laws on November 8, 1991.
Norman M. Field, 46, has been Vice President and Treasurer of the General
Partner since February, 1984, and also served as Vice President and
Treasurer of Great American from July, 1983 until March, 1995. Mr. Field
has been treasurer of Benefit Administrators since July 22, 1987. Benefit
Administrators filed for a petition under the Federal Bankruptcy laws on
January 3, 1995. He has also been Chief Financial Officer of Equality
Specialties, Inc., a subsidiary of Great American, since August, 1994.
(d) FAMILY RELATIONSHIPS
--------------------
There are no family relationships among any of the foregoing officers.
(f) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
----------------------------------------
There are no involvements in certain legal proceedings among any of the
foregoing officers.
13
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
(a, b, c & d) As stated in Item 10, the Partnership has no officers or
directors. Neither the General Partner, nor any director or officer of the
General Partner, received any direct remuneration from the Partnership during
the year ended December 31, 1994. However, an Affiliate of the General Partner
does compensate the directors and officers of the General Partner.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) As of March 1, 1995, no person owned of record or was known by the
Partnership to own beneficially more than 5% of the Partnership's 43,861 Units
outstanding.
(b) The Partnership has no directors or executive officers. As of March 1, 1995,
the executive officers and directors of First Capital Financial Corporation, the
General Partner, did not own any Units.
(c) None.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Affiliates of the General Partner provide 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 General Partner or Affiliate provides leasing, re-leasing and
leasing-related services, or 3% of gross receipts where the General Partner or
Affiliate does not perform leasing, re-leasing and leasing-related services for
a particular property. For the year ended December 31, 1994, these Affiliates
were entitled to leasing, supervisory and property management fees and
reimbursements of $307,200. In addition, other Affiliates of the General Partner
were entitled to fees, compensation and reimbursements of $112,400 for
insurance, personnel, and other miscellaneous services for 1994. 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 approximately $39,300 was due to Affiliates as of
December 31, 1994.
As of December 31, 1994, $10,000 was due to the 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 Unit Holders) of 6%
simple interest per annum on their Capital Investment from the initial date of
investment.
Subsequent to September 24, 1985, the Termination of the Offering, the General
Partner is entitled to 10% of Cash Flow, as a Partnership Management Fee. In
accordance with the Partnership Agreement, Net Profits (exclusive of Net
Profits from the sale or disposition of a Partnership property) shall be
allocated to the General 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.
For the year ended December 31, 1994, the General Partner was not paid a
Partnership Management Fee, but was allocated Net Losses from operations of
approximately $10,600. Net Losses from the sale or disposition of a Partnership
property (including provisions for value impairment) shall be 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 of such positive balances; and second, the balance if any, 1% to the
General Partner and 99% to the unit holders. Notwithstanding,
14
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - CONTINUED
there shall be allocated to the General Partner not less than 1% of all items of
Partnership income, gain and loss during the existence of the Partnership. For
the year ended December 31, 1994, the General Partner was allocated Net Loss
from the disposition of property of approximately $79,500, Net Profit from
extraordinary gain on extinguishment of debt of $340,700 and a Net Loss from
provision for value impairment of approximately $7,500.
(b) Rosenberg & Liebentritt, P.C. ("Rosenberg"), serves as legal counsel to the
Partnership, the General Partner and certain of their Affiliates. Sheli Z.
Rosenberg, President and Chief Executive Officer of the General Partner from
December, 1990 to December, 1992 and a director of the General Partner since
September, 1983, is a principal of this firm. 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.
(c) No management person is indebted to the Partnership.
(d) None.
15
<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:
A report on Form 8-K dated December 9, 1994, was filed reporting the
disposition of the Fashion Atrium Building, located in New York, New York.
16
<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 X
BY: FIRST CAPITAL FINANCIAL CORPORATION
GENERAL PARTNER
Dated: March 30, 1995 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.
/s/ SAMUEL ZELL March 30, 1995 Chairman of the Board and
---------------------- -------------- Director of the General Partner
SAMUEL ZELL
/s/ DOUGLAS CROCKER II March 30, 1995 President, Chief Executive Officer
---------------------- -------------- and Director of the General Partner
DOUGLAS CROCKER II
/s/ SHELI Z. ROSENBERG March 30, 1995 Director of the General Partner
---------------------- --------------
SHELI Z. ROSENBERG
/s/ SANFORD SHKOLNIK March 30, 1995 Director of the General Partner
---------------------- --------------
SANFORD SHKOLNIK
/s/ NORMAN M. FIELD March 30, 1995 Vice President - Finance and
---------------------- -------------- Treasurer
NORMAN M. FIELD
17
<PAGE>
INDEX OF FINANCIAL STATEMENTS, SCHEDULE AND EXHIBITS
FINANCIAL STATEMENTS FILED AS PART OF THIS REPORT
<TABLE>
<CAPTION>
Pages
----------
<S> <C>
Independent Auditors' Report A-2
Balance Sheets at December 31, 1994 and 1993 A-3
Statements of Partners' Capital for the Years
Ended December 31, 1994, 1993, and 1992 A-3
Statements of Income and Expenses for the Years
Ended December 31, 1994, 1993, and 1992 A-4
Statements of Cash Flows for the Years Ended
December 31, 1994, 1993, and 1992 A-4
Notes to Financial Statements A-5 to A-6
</TABLE>
SCHEDULE FILED AS PART OF THIS REPORT
<TABLE>
<CAPTION>
<S> <C>
III - Real Estate and Accumulated Depreciation as of December 31, 1994 A-7 and A-8
</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,
or in other schedules.
EXHIBITS FILED AS PART OF THIS REPORT
EXHIBITS (3 & 4) First Amended and Restated Certificate and Agreement of Limited
Partnership as set on pages A-1 through A-32 of the Partnership's definitive
Prospectus dated September 25, 1984; |Registration Statement No. 2-92364, filed
pursuant to Rule 424(b), incorporated herein by reference.
EXHIBIT(10) Material Contracts
(a) Order Confirming Plan of Reorganization under Chapter 11 of the United
States Bankruptcy Code for FANY Seventh Avenue Associates, filed as an exhibit
to the Partnership's Report on Form 10-K dated December 9, 1994, is incorporated
herein by reference.
(b) Contract for the sale of the 1270 Broadway Building filed as an exhibit to
the Partnership's Report on Form 8-K dated April 10, 1992 is incorporated herein
by reference.
(c) Lease agreements for tenants that individually occupy more than 10% of the
net leasable square footage of the Partnership's most significant properties,
filed as an exhibit to the Partnership's Report on Form 10-K dated December 31,
1992, are incorporated herein by reference.
EXHIBIT (13) Annual Report to Security Holders
The 1993 Annual Report to Holders of Units is being sent under separate cover,
not via EDGAR, for the information of the Commission.
EXHIBIT (27) Financial Data Schedule
A - 1
<PAGE>
INDEPENDENT AUDITORS' REPORT
Partners
First Capital Income Properties, Ltd. - Series X
Chicago, Illinois
We have audited the accompanying balance sheets of First Capital Income
Properties, Ltd. - Series X as of December 31, 1994 and 1993, and the related
statements of income and expenses, Partners' Capital and cash flows for the
years ended December 31, 1994, 1993 and 1992 and the 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 X as of December 31, 1994 and 1993, and the results of
its operations and its cash flows for the years ended December 31, 1994, 1993
and 1992 in conformity with generally accepted accounting principles. Further,
it is our opinion that the schedule referred to above, when considered in
relation to the basic financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.
Kenneth Leventhal & Company
Chicago, Illinois
February 17, 1995
A-2
<PAGE>
BALANCE SHEETS
December 31, 1994 and 1993
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
1994 1993
-----------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investment in commercial rental properties:
Land $ 6,928,400 $ 11,037,500
Buildings and improvements 24,179,500 37,504,000
-----------------------------------------------------------------------------
31,107,900 48,541,500
Accumulated depreciation and amortization (6,379,100) (10,268,000)
-----------------------------------------------------------------------------
Total investment properties, net of accumulated
depreciation and amortization 24,728,800 38,273,500
Cash and cash equivalents 1,092,300 5,051,700
Restricted cash 37,500 261,100
Rents receivable 493,800 691,700
Escrow deposits 39,800 39,800
Prepaid expenses 12,500 6,000
Other assets (primarily loan acquisition costs,
net of accumulated amortization of $138,100 and
$279,300, respectively) 90,500 72,000
-----------------------------------------------------------------------------
$26,495,200 $ 44,395,800
-----------------------------------------------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage loans payable $10,648,600 $ 26,794,900
Accounts payable and accrued expenses 612,300 1,131,100
Due to Affiliates 39,300 52,200
Security deposits 13,300 275,600
Other liabilities 51,500 62,700
-----------------------------------------------------------------------------
11,365,000 28,316,500
-----------------------------------------------------------------------------
Partners' (deficit) capital:
General Partner (deficit) (243,100)
Limited Partners (43,861 Units authorized, issued
and outstanding) 15,130,200 16,322,400
-----------------------------------------------------------------------------
15,130,200 16,079,300
-----------------------------------------------------------------------------
$26,495,200 $ 44,395,800
-----------------------------------------------------------------------------
</TABLE>
STATEMENTS OF PARTNERS' CAPITAL
For the years ended December 31, 1994, 1993 and 1992
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
--------------------------------------------------------------------------
<S> <C> <C> <C>
Partners' (deficit) capital,
January 1, 1992 $(184,000) $22,944,900 $22,760,900
Net income (loss) for the year ended
December 31, 1992 6,200 (155,300) (149,100)
--------------------------------------------------------------------------
Partners' (deficit) capital,
December 31, 1992 (177,800) 22,789,600 22,611,800
Net (loss) for the
year ended
December 31, 1993 (65,300) (6,467,200) (6,532,500)
--------------------------------------------------------------------------
Partners' (deficit) capital,
December 31, 1993 (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)
--------------------------------------------------------------------------
Partners' capital, December 31, 1994 $ 0 $15,130,200 $15,130,200
--------------------------------------------------------------------------
</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, 1994, 1993, and 1992
(All dollars rounded to nearest 00s except per Unit amounts)
<TABLE>
<CAPTION>
1994 1993 1992
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Income:
Rental $ 5,732,000 $ 7,057,300 $8,001,900
Interest 181,000 119,900 119,800
-------------------------------------------------------------------------------
5,913,000 7,177,200 8,121,700
-------------------------------------------------------------------------------
Expenses:
Interest 1,818,100 1,413,400 1,744,700
Depreciation and amortization 1,228,300 1,280,300 1,361,000
Real estate taxes and insurance 1,360,400 1,412,100 1,915,300
Repairs and maintenance 644,500 665,800 730,600
Property operating 1,761,800 1,754,700 1,931,000
General and administrative 161,600 162,600 214,300
-------------------------------------------------------------------------------
6,974,700 6,688,900 7,896,900
-------------------------------------------------------------------------------
Operating (loss) income before other
gains and (losses) (1,061,700) 488,300 224,800
(Loss) on sale or disposition of
property (7,946,000) (381,700)
(Loss) gain on sales of land parcels (20,800) 7,800
(Loss) from provisions for value
impairment (750,000) (7,000,000)
-------------------------------------------------------------------------------
Net (loss) before extraordinary gain on
extinguishment of debt (9,757,700) (6,532,500) (149,100)
Extraordinary gain on extinguishment of
debt 8,808,600
-------------------------------------------------------------------------------
Net (loss) $ (949,100) $(6,532,500) $ (149,100)
-------------------------------------------------------------------------------
Net income (loss) allocated to General
Partner $ 243,100 $ (65,300) $ 6,200
-------------------------------------------------------------------------------
Net (loss) allocated to Limited Partners $(1,192,200) $(6,467,200) $ (155,300)
-------------------------------------------------------------------------------
Net (loss) before extraordinary gain on
extinguishment of debt allocated to
Limited Partners per unit (43,861 units
authorized, issued and outstanding) $ (220.24) $ (147.45) $ (3.54)
-------------------------------------------------------------------------------
Net (loss) allocated to Limited Partners
per Unit (43,861 Units authorized,
issued and outstanding) $ (27.18) $ (147.45) $ (3.54)
-------------------------------------------------------------------------------
</TABLE>
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1994, 1993 and 1992
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
1994 1993 1992
---------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net (loss) $ (949,100) $(6,532,500) $ (149,100)
Adjustments to reconcile net (loss) to net
cash provided by operating activities:
Depreciation and amortization 1,228,300 1,280,300 1,361,000
Loss on sale or disposition of property 7,946,000 381,700
Loss (gain) on sales of land parcels 20,800 (7,800)
Provisions for value impairment 750,000 7,000,000
Extraordinary gain on extinguishment of
debt (8,808,600)
Changes in assets and liabilities:
Decrease in restricted cash 223,600 12,000 336,800
Decrease (increase) in rents receivable 197,900 317,000 (110,900)
(Increase) decrease in prepaid expenses (6,500) 445,400 448,200
(Increase) decrease in other assets (80,300) 18,500 57,200
(Decrease) increase in accounts payable
and accrued expenses (200) 338,800 9,900
(Decrease) increase in due to Affiliates (12,900) 10,300 (67,700)
(Decrease) increase in other liabilities (11,200) 7,800 (31,600)
---------------------------------------------------------------------------------
Net cash provided by operating
activities 477,000 2,918,400 2,227,700
---------------------------------------------------------------------------------
Cash flows from investing activities:
Payments for capital expenditures (418,300) (539,300) (540,800)
(Increase) in escrow deposits (39,800)
Proceeds from the sales of land parcels 76,700 72,500
Proceeds from the sale of commercial
rental property 7,840,400
---------------------------------------------------------------------------------
Net cash (used for) provided by
investing activities (418,300) (502,400) 7,372,100
---------------------------------------------------------------------------------
Cash flows from financing activities:
Advance on mortgage loans payable 1,182,700
Principal payments on mortgage loans
payable (4,889,000) (36,300) (8,818,100)
Cash paid on disposition of property (49,500)
(Decrease) in security deposits (262,300) (4,500) (357,000)
---------------------------------------------------------------------------------
Net cash (used for) financing activities (4,018,100) (40,800) (9,175,100)
---------------------------------------------------------------------------------
Net (decrease) increase in cash and cash
equivalents (3,959,400) 2,375,200 424,700
Cash and cash equivalents at the beginning
of the year 5,051,700 2,676,500 2,251,800
---------------------------------------------------------------------------------
Cash and cash equivalents at the end of the
year $1,092,300 $ 5,051,700 $2,676,500
---------------------------------------------------------------------------------
Supplemental information:
Interest paid during the year $1,343,700 $ 1,414,600 $1,828,000
---------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
A-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND 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.
ORGANIZATION:
The Partnership was formed on May 31, 1984, 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 September 25, 1984. The
Certificate and Agreement, as amended and restated, authorized the sale to the
public of 43,861 Units and not less than 1,400 Units. On October 23, 1984, the
required minimum subscription level was reached and the Partnership's
operations commenced. In September, 1985, the Offering was Terminated upon the
sale of 43,861 Units. 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 include the Partnership's 50% interest in two joint
ventures and a 25% interest in one joint venture. The joint ventures 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.
The Partnership is not liable for Federal income taxes as the Partners
recognize their proportionate share of the Partnership income or loss in their
individual tax returns; therefore, no provision for income taxes is made in the
financial statements of the Partnership. In addition, it is not practicable 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 over the life of the lease. Maintenance
and repair costs are expensed as incurred; expenditures for improvements are
capitalized and depreciated over the estimated life of the improvements.
Loan acquisition costs are amortized over the period of the note issued under
the first mortgage loan made in connection with the acquisition of Partnership
properties or subsequent refinancing. When a property is disposed or
refinanced, the related loan acquisition costs and accumulated amortization are
removed from the respective accounts and any unamortized balance is expensed.
Property sales or dispositions 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 or disposition is also
recognized in accordance with generally accepted accounting principles.
Cash equivalents are considered all highly liquid investments purchased with a
maturity of three months or less.
On June 24, 1994, the joint venture which owns Regency Park Shopping Center
("Regency Park"), in which the Partnership has a 25% interest, invested
$150,000 in a restricted certificate of deposit which collateralizes a letter
of credit for a construction allowance to a major new tenant which occupies
40,150 leasable square feet at Regency Park. This amount, of which the
Partnership's share is $37,500, will be reimbursed to the new tenant upon
compliance of the lease section pertaining to this construction allowance.
Certain reclassifications have been made to the previously reported 1992
statements in order to provide comparability with the 1993 and 1994 statements.
These reclassifications have no effect on income or Partners' capital.
2. RELATED PARTY TRANSACTIONS:
Subsequent to September 24, 1985, the Termination of the Offering, the General
Partner is entitled to 10% of Cash Flow, as a Partnership Management Fee. In
accordance with the Partnership Agreement, Net Profits (exclusive of Net
Profits from the sale or disposition of a Partnership property) shall be
allocated to the General Partner in an amount equal to the greater of 1% of
such Net Profits or the Partnership Management Fee, as defined, and the
balance, if any, to the Unit Holders. Net Losses (exclusive of Net Losses from
the sale or disposition of a Partnership property) shall be allocated 1% to the
General Partner and 99% to the Unit Holders. Net Profits from the sale or
disposition of a Partnership Property shall be 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 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 a
Partnership property (including provisions for value impairment) shall be
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 of such positive balances; and
second, the balance if any, 1% to the General Partner and 99% to the Unit
Holders. Notwithstanding, there shall be allocated to the General Partner not
less than 1% of all items of Partnership income, gain and loss during the
existence of the Partnership. For the years ended December 31, 1992, 1993 and
1994, the General Partner received no distributions from Cash Flow. For the
year ended December 31, 1994, the general partner was allocated Net Losses from
operations of approximately $10,600, a Net Loss from the disposition of
Partnership property of $79,500, a Net Profit from extraordinary gain on
extinguishment of debt of $340,700 and Net Loss from a provision for value
impairment of approximately $7,500. For the year ended December 31, 1993 the
General Partner was allocated Net Profits from operations of approximately
$4,900, Net Loss from the sale of a land parcel of approximately $200 and Net
Loss from provisions for value impairment of approximately $70,000. For the
year ended December 31, 1992, the General Partner was allocated Net Profits
from operations of approximately $2,200, Net Profits from the sale of a land
parcel of approximately $7,800 and Net Losses from the sale of a Partnership
property of approximately $3,800.
Commission, fees and reimbursements paid and payable by the Partnership to
Affiliates are as follows:
<TABLE>
<CAPTION>
For the years ended December 31,
--------------------------------------------------
1994 1993 1992(a)
---------------- ---------------- ----------------
Paid Payable Paid Payable Paid Payable
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Real estate commission (b) None $10,000 None $10,000 None $10,000
Property management and leasing fees $319,500 24,900 $318,100 37,200 $368,200 21,700
Reimbursements of property insurance premiums, at cost 87,000 None 91,500 None 129,900 300
Reimbursements of expenses, at cost:
(1) Accounting 18,600 3,300 22,300 3,300 23,800 3,500
(2) Investor communication 6,800 1,100 7,600 1,100 7,500 1,100
(3) Legal 59,700 None 53,000 600 81,500 5,300
-----------------------------------------------------------------------------------------------------------
$491,600 $39,300 $492,500 $52,200 $610,900 $41,900
-----------------------------------------------------------------------------------------------------------
</TABLE>
(a) Property management reimbursements and other expense reimbursements
previously reported in 1992 have been excluded from the above table and
amounts previously included in 1992 in due to Affiliates have been
reclassified to accounts payable and accrued expenses in order to provide
comparability to the fees presented for 1993 and 1994.
(b) As of December 31, 1992, 1993 and 1994, the Partnership owed $10,000 to the
General Partner for a real estate commission earned in connection with the
sale of one Partnership property. This commission has been accrued but not
paid. Under the terms of the Partnership Agreement, this fee will not be
paid until such time as the Limited Partners have received cumulative
distributions of Sale or Refinancing Proceeds equal to 100% of their
Original Capital Contribution, plus a cumulative return (including all Cash
Flow which has been distributed to the Unit Holders) of 6% simple interest
per annum on their Capital Investment from the initial date of investment.
3. FUTURE MINIMUM RENTALS:
The Partnership's share of future minimum rentals due on noncancelable
operating leases as of December 31, 1994 is as follows:
<TABLE>
<S> <C>
1995 $ 2,044,100
1996 1,918,400
1997 1,835,600
1998 1,815,600
1999 1,702,400
Thereafter 5,606,800
--------------
$14,922,900
--------------
</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, 1994, 1993 and 1992 were approximately
$107,400, $382,800 and $365,400, respectively.
A-5
<PAGE>
4. MORTGAGE LOANS PAYABLE:
Mortgage loans payable at December 31, 1994 and 1993 consisted of the following
non-recourse loans:
<TABLE>
<CAPTION>
Property Loan Loan Monthly Estimated
Pledged as Balance at Balance at Interest Maturity Periodic Balloon
Collateral (a) 12/31/94 12/31/93 Rate Date Payment Payment (b)
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fashion Atrium
Building (c) None $12,112,500 (c) (c) (c) (c)
Glendale Center
Shopping Mall
(d) $ 6,650,000 10,650,000 6.27%(e) 01/31/95 (f) $6,650,000
Regency Park
Shopping
Center 3,998,600 4,032,400 9.00% 01/01/96 $33,200 3,955,100
-------------------------------------------------------------------------------
$10,648,600 $26,794,900
-------------------------------------------------------------------------------
</TABLE>
(a) Each property is owned through a joint venture. Amounts represent the
Partnership's share of the liability and not the total amount by which the
property is encumbered.
(b) This repayment may require either sale or refinancing of the respective
property.
(c) The General Partner was unable to reach a mutual resolution with the
mortgage holder regarding the restructuring of the loan for Fashion Atrium
and as a result, in April 1994, the Partnership received a notice of
default from the mortgage holder. On August 25, 1994, FANY Seventh Avenue
Associates ("FANY"), the joint venture which owns Fashion Atrium and in
which the Partnership has a 50% interest, executed a Cash Collateral Use
Agreement (the "Agreement") with the mortgage holder. Upon execution of the
Agreement, FANY transferred approximately $1,311,000, of which the
Partnership's share was approximately $655,500, of accumulated cash flow
through July 31, 1994 to a safekeeping account under sole control of the
mortgage holder. In addition, the mortgage holder made a protective advance
to FANY in the amount of approximately $2,313,200, of which the
Partnership's share was approximately $1,156,600, for the payment of
accrued real estate taxes plus penalties and interest. FANY assisted in the
orderly conveyance of title of the property to the mortgage holder within
the context of a pre-packaged Chapter 11 bankruptcy plan filed on October
14, 1994 in the United States Bankruptcy Court for the Southern District of
New York. A confirmation hearing on the pre-packaged plan occurred on
November 22, 1994. The conveyance of title to the property occurred
pursuant to the terms and conditions of a confirmed plan on December 9,
1994. At the time the conveyance of title occurred, FANY was relieved of
its obligation under the mortgage loan of approximately $24,151,000 less
amounts held in safekeeping, of which the Partnership's share was
$12,075,500 and any interest in the assets and liabilities of FANY therein,
with the exception of the rights to real estate tax refunds that may be
received for the fiscal years 1992 and 1993.
(d) The maturity date of the mortgage loan collateralized by Glendale had
previously been extended with the existing lender until October 3, 1994. On
October 27, 1994, the joint venture which owns Glendale made a $4,300,000
principal payment to this lender, of which the Partnership's share was
$2,150,000. This principal payment extended the loan's maturity to November
30, 1994. On November 21, 1994, the joint venture made an additional
principal payment of $3,700,000, of which the Partnership's share was
$1,850,000, which further extended the maturity date to January 31, 1995. A
fee of $50,000 was paid by the joint venture for each loan extension. On
January 6, 1995, the Partnership obtained a new mortgage loan in the amount
of $8,500,000 collateralizing Glendale. The existing loan was paid off in
full with the proceeds of the new loan (see Note 9 for additional
information).
(e) This represents the weighted average interest rate for the year ended
December 31, 1994. The interest rate is subject to change in accordance
with the provisions within the loan agreement. As of December 31, 1994, the
interest rate on the Glendale loan was 9.5%.
(f) Interest only.
Amortization of mortgage loans for each of the next two years is as follows:
<TABLE>
<S> <C>
1995 $ 6,693,500
1996 3,955,100
--------
$10,648,600
--------
</TABLE>
5. ESCROW DEPOSITS:
Escrow deposits in the amount of approximately $39,800 represent an amount
being held by the mortgage holder of the Regency Park Shopping Center in a non-
interest bearing account. This amount is refundable to the Partnership upon
this property meeting certain operating requirements as stipulated by the
mortgage note (see Note 8 for additional information).
6. INCOME TAX:
The Partnership utilizes an accrual basis method of accounting for both 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 for financial
statement purposes. The net effect of these accounting differences for the year
ended December 31, 1994, was that the net loss for financial statement purposes
was approximately $466,300 less than the net loss for tax reporting purposes.
7. PROPERTY SALES/DISPOSITIONS:
On December 9, 1994, the joint venture which owned Fashion Atrium, in which the
Partnership had a 50% interest, transferred title to Fashion Atrium to the
mortgage holder through an orderly conveyance of title of the property within
the context of a pre-packaged Chapter 11 bankruptcy plan filed on October 14,
1994 in the United States Bankruptcy Court for the Southern District of New
York. The disposition of Fashion Atrium relieved the Partnership of its share
of the obligation under the nonrecourse mortgage loan collateralized by the
property as well as any interest in the assets therein, with the exception of
the rights to real estate tax refunds that may be received for the fiscal years
1992 and 1993. This extinguishment of debt was considered a noncash event for
the purposes of the Statement of Cash Flows, and was not included in the
Partnership's calculation of Cash Flow (as defined by the Partnership
Agreement) for the year ended December 31, 1994. The Partnership recorded a
loss on the disposition of the Fashion Atrium of approximately $13,446,000 of
which $5,500,000 was recorded in 1993 as a provision for value impairment for
financial statement purposes. This loss represented the net book value of the
Property (prior to any provision for value impairment) in excess of its
estimated fair market value. In addition, in 1994, the Partnership also
recorded for financial statement purposes an extraordinary gain on
extinguishment of debt in connection with the disposition of Fashion Atrium of
approximately $8,808,600 for financial statement purposes. This extraordinary
gain on extinguishment of debt represented the excess property indebtedness
over the estimated fair market value of the property. For tax purposes, the
Partnership recorded a loss in 1994 of approximately $588,700 on this
disposition, which was allocated to the General Partner in accordance with the
Partnership Agreement.
On March 1, 1993, a joint venture in which the Partnership holds a 25%
interest, sold a parcel of land at the Regency Park, located in Jacksonville,
Florida. The Partnership's portion of the sale price was approximately $78,800
and selling expenses of approximately $2,100 were incurred. The Partnership
received net proceeds from this sale of approximately $76,700, of which
approximately $39,800 was deposited in a non-interest bearing escrow held by
the mortgage holder of the loan collateralized by Regency Park. For financial
statement and tax reporting purposes the Partnership recorded a loss of $20,800
as a result of this transaction.
On April 10, 1992, the Partnership sold 1270 Broadway, located in New York, New
York, for approximately $8,350,000. The outstanding indebtedness on the
property of $8,000,000 was satisfied at closing. The Partnership incurred
selling expenses of approximately $519,600 including a $10,000 brokerage fee
owed to the General Partner. This commission has been accrued but not paid (see
Note 2 for additional information). This transaction resulted in a net cash
outlay of approximately $159,600, net of closing costs. The loss for financial
statement purposes was approximately $5,981,700, of which $5,600,000 was
recorded in 1991 as a provision for value impairment. For tax purposes, the
Partnership recorded a loss in 1992 on this sale of approximately $4,534,900.
On October 9, 1992, a joint venture in which the Partnership holds a 50%
interest, sold a parcel of land at Glendale located in Indianapolis, Indiana.
The Partnership's share of the sales price was $72,500 and its share of selling
expenses was $5,300, which represented legal fees accrued in 1992 and paid in
1993 to an Affiliate of the General Partner. The Partnership received net
proceeds from this sale of approximately $67,200. The gain for both financial
statement and tax reporting purposes was approximately $7,800.
All of the above transactions were all-cash sales, except for the disposition
of Fashion Atrium, with no further involvement on the part of the Partnership.
8. PROVISIONS FOR VALUE IMPAIRMENT:
In 1995, the Financial Accounting Standards Board agreed to issue a new
standard entitled "Accounting for the Impairment of Long-Lived Assets" (the
"Standard"). This Standard establishes guidance for determining if defined
assets are impaired, and if so, how impairment losses should be measured and
reported in the financial statements of companies. The carrying amount of
impaired assets will be required to be reduced to fair value. The Standard is
effective for fiscal years beginning after December 15, 1995. The Managing
General Partner believes that implementation will not materially affect the
Partnership's financial position or results of operations once the Standard
becomes effective.
As of December 31, 1994, the Partnership has recorded a provision for value
impairment for the Regency Park in the amount of $750,000.
As of December 31, 1993, the Partnership recorded provisions for value
impairment for Fashion Atrium and Regency Park in the amounts of $5,500,000 and
$1,500,000, respectively.
Due to the uncertainty of the Partnership's ability to recover the net carrying
value of its investment in these properties (prior to any provision for value
impairment) during the remaining estimated holding periods, it was deemed
appropriate to reduce the basis of these properties for financial statement
purposes. The provision amounts were in part based on the General Partner's
estimate of the current market value. These provisions for value impairment are
considered non-cash events for the purposes of the Statement of Cash Flows, and
were not included in the Partnership's calculation of Cash Flow (as defined by
the Partnership Agreement) for the years ended December 31, 1993 and 1994.
9. SUBSEQUENT EVENT:
On January 6, 1995, Indianapolis Mall Associates, the joint venture which owns
Glendale, obtained a new mortgage loan in the amount of $17,000,000 secured by
Glendale. The Partnership's share of this new loan amount is $8,500,000. The
existing loan was paid off in full with the proceeds from the new loan. The
interest rate on the new loan is variable at Libor plus 4.5% and is payable
monthly. The maturity date of the new loan is January 1, 1999. Monthly payments
of principal are to be made based on an 11-year amortization and an interest
rate of 9.5%. In addition, the Partnership must pay as additional principal
amortization, 50% of all cash flow from the property for each prior calendar
year. The Partnership's share of loan acquisition costs incurred in 1994
related to this refinancing was $85,000.
Copies of the Partnership's Form 10-K are
available upon written request to the
General Partner at no charge.
A-6
<PAGE>
FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES X
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
-------------------- ---------- ------------------------ ------------------------- ---------------------------------------
Initial cost Costs capitalized Gross amount at which
to Partnership subsequent to acquisition carried at close of period
------------------------ ------------------------- ---------------------------------------
Buildings Buildings
and and
Encum- Improve- Improve- Carrying Improve-
Description brances Land ments ments Costs (1) Land ments Total(2)(3)
-------------------- ---------- ---------- ------------ ----------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers:
-----------------
Glendale Center
Shopping Mall
(Indianapolis, IN)
(50% Interest)(4) $ 6,650,000 $4,932,600 $18,556,900 $ 1,424,400 $ 67,600 $4,887,600 $20,093,900 $24,981,500
Regency Park
Shopping Center
(Jacksonville, FL)
(25% Interest)(8) 3,998,600 2,062,600 6,158,200 (1,434,000) 89,600 2,040,800 4,085,600 (9) 6,126,400
----------- ---------- ----------- ----------- -------- ---------- ----------- -----------
$10,648,600 $6,995,200 $24,715,100 $ (9,600) $157,200 $6,928,400 $24,179,500 $31,107,900
=========== ========== =========== =========== ======== ========== =========== ===========
</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 (2) tion Acquired puted
-------------------- ---------- ---------- -------- -----------
<S> <C> <C> <C> <C>
Shopping Centers:
-----------------
Glendale Center
Shopping Mall
(Indianapolis, IN) 35(6)
(50% Interest)(4) $5,277,600 1958 (5) 5/85 3-13(7)
Regency Park
Shopping Center
(Jacksonville, FL) 35(6)
(25% Interest)(8) 1,101,500 1985 2/88 1-5(7)
----------
$6,379,100
==========
</TABLE>
See accompanying notes on the following page.
A-7
<PAGE>
FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES X
NOTES TO SCHEDULE III
Note 1. Consists of legal fees, appraisal fees, title costs and other related
professional fees.
Note 2. The following is a reconciliation of activity in columns E and F:
<TABLE>
<CAPTION>
December 31, 1994 December 31, 1993 December 31, 1992
----------------------------- ----------------------------- ------------------------------
Accumulated Accumulated Accumulated
Cost Depreciation Cost Depreciation Cost Depreciation
------------ ------------ ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at
beginning
of the
year $ 48,541,500 $10,268,000 $55,099,700 $ 9,032,600 $ 65,035,100 $ 9,919,100
Additions
during the
year:
Improvements 418,300 539,300 540,800
Provisions
for
depreciation 1,185,800 1,235,400 1,326,100
Deductions
during the
year:
Cost of
real estate
sold or
disposed (17,101,900) (97,500) (10,476,200)
Accumulated
depreciation
on real
estate sold
or disposed (5,074,700) (2,212,600)
Provisions
for value
impairments (750,000) (7,000,000)
------------ ----------- ----------- ----------- ------------ -----------
Balance at
end of the
year $ 31,107,900 $ 6,379,100 $48,541,500 $10,268,000 $ 55,099,700 $ 9,032,600
============ =========== =========== =========== ============ ===========
</TABLE>
Note 3. The aggregate cost for Federal income tax purposes was $38,857,900.
Note 4. A parcel of land at Glendale Center Shopping Mall was sold on October 9,
1992. The basis of the land was approximately $59,400.
Note 5. Renovated in 1983 and 1984.
Note 6. Estimated useful life of building.
Note 7. Estimated useful life of improvements.
Note 8. A parcel of land at Regency Park Shopping Center was sold on March 1,
1993. The basis of the land was approximately $97,500.
Note 9. Includes provisions for value impairment of $2,250,000.
A - 8
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000750301
<NAME> FIRST CAPITAL INCOME PROPERTIES, LTD.-SERIES X
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 1,129,800
<SECURITIES> 0
<RECEIVABLES> 493,800
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,623,600
<PP&E> 31,107,900
<DEPRECIATION> 6,379,100
<TOTAL-ASSETS> 26,495,200
<CURRENT-LIABILITIES> 612,300
<BONDS> 10,648,600
<COMMON> 0
0
0
<OTHER-SE> 15,130,200
<TOTAL-LIABILITY-AND-EQUITY> 26,495,200
<SALES> 0
<TOTAL-REVENUES> 5,913,000
<CGS> 0
<TOTAL-COSTS> 3,766,700
<OTHER-EXPENSES> 161,600
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,818,100
<INCOME-PRETAX> (9,757,700)
<INCOME-TAX> 0
<INCOME-CONTINUING> (9,757,700)
<DISCONTINUED> 0
<EXTRAORDINARY> 8,808,600
<CHANGES> 0
<NET-INCOME> (949,100)
<EPS-PRIMARY> (27.18)
<EPS-DILUTED> (27.18)
</TABLE>
