<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, 1996
-------------------------------------------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------------- --------------------
Commission File Number 0-14121
--------------------------------------------
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
incorporation or organization) Identification No.)
Two North Riverside Plaza, Suite 1100, 60606-2607
Chicago, Illinois ------------------------------
- ---------------------------------------- (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including (312) 207-0020
area code ------------------------------
Securities registered pursuant to Section 12(b) NONE
of the Act: ------------------------------
Securities registered pursuant to Section 12(g) Limited Partnership Units
of the Act: ------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendment to this
Form 10-K. [x]
Documents incorporated by reference:
The First Amended and Restated Certificate and Agreement of Limited Partnership
filed as Exhibit A to the definitive Prospectus dated September 25, 1984,
included in the Registrant's Registration Statement on Form S-11 (Registration
No. 2-92364), is incorporated herein by reference in Part IV of this report.
Exhibit Index - Page A-1
- ------------------------
<PAGE>
PART I
ITEM 1. BUSINESS
The registrant, First Capital Income Properties, Ltd. - Series X (the
"Partnership"), is a limited partnership organized in 1984 under the Florida
Uniform Limited Partnership Law. The Partnership sold 43,861 Limited
Partnership Units (the "Units") to the public from September 1984 to September
1985, pursuant to a Registration Statement on Form S-11 filed with the
Securities and Exchange Commission. Unless otherwise defined herein,
capitalized terms used in this report have the same meaning as those terms have
in the Partnership's Registration Statement.
The business of the Partnership is to invest primarily in existing or to-be-
developed real estate, such as shopping centers, warehouses, office buildings,
and, to a lesser extent, in other types of income-producing commercial real
estate. From December 1984 to February 1988, the Partnership made one real
property investment, purchased 50% interests in two joint ventures and a 25%
interest in one joint venture each with Affiliated partnerships. These joint
ventures were each formed for the purpose of acquiring a 100% interest in
certain real property and, prior to dissolution are operated under the common
control of First Capital Financial Corporation (the "General Partner"). Through
December 31, 1996, the Partnership sold its real property investment and, with
an Affiliated partnership, dissolved one joint venture as a result of the
disposition of the real property interest.
Property management services for the Partnership's real estate investments are
provided by an Affiliate 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 will depend upon the availability of suitable tenants, real
estate market conditions and general economic conditions which may impact the
success of these tenants. Properties owned by the Partnership frequently
compete for tenants with similar properties owned by others.
As of March 1, 1997, there were 35 employees at the Partnership's properties for
on-site property maintenance and administration.
ITEM 2. PROPERTIES (a)(b)
As of December 31, 1996, the Partnership owned, through joint venture interests,
the following two properties, which were each owned in fee simple and were
encumbered by mortgages. For complete details of the material terms of the
encumbrances, refer to Note 5 of the Notes to Financial Statements.
<TABLE>
Net Leasable Number of
Property Name Location Sq. Footage Tenants (c)
- ----------------------------------- --------------------- ------------ -----------
<S> <C> <C> <C>
Shopping Centers:
- -----------------
Glendale Center Shopping Mall (50%) Indianapolis, Indiana 653,353 55 (2)
Regency Park Shopping Center (25%) Jacksonville, Florida 327,710 23 (3)
</TABLE>
(a) For a discussion of significant operating results and major capital
expenditures planned for the Partnership's properties refer to Item 7 -
Management's Discussion and Analysis of Financial Condition and Results
of Operations.
2
<PAGE>
ITEM 2. PROPERTIES (a)(b) (Continued)
(b) For Federal income tax purposes, the Partnership depreciates the portion of
the acquisition costs of its properties allocable to real property
(exclusive of land) and all improvements thereafter over useful lives
ranging from 18 years to 40 years, utilizing either the Accelerated Cost
Recovery System ("ACRS") or straight-line method. Other depreciable assets
were 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") was $462,500 and
$67,400, respectively, for the year ended December 31, 1996. 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.
The following table presents each of the Partnership properties' occupancy rates
as of December 31 for each of the last five years:
<TABLE>
Property Name 1996 1995 1994 1993 1992
- ----------------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Glendale 91% 93% 93% 87% 92%
Regency 93% 87% 89% 78% 78%
</TABLE>
The amounts in the following table represent each of the Partnership's
properties' average annual rental rate per square foot for each of the last five
years ended December 31 and were computed by dividing each property's base
rental revenues by its average occupied square footage:
<TABLE>
Property Name 1996 1995 1994 1993 1992
- ----------------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Glendale $5.66 $5.48 $5.55 $4.95 $5.47
Regency $6.67 $6.47 $6.34 $6.85 $6.97
</TABLE>
3
<PAGE>
ITEM 2. PROPERTIES (Continued)
- ------ ----------
The following table summarizes the principal provisions of the leases for the
tenants which occupy ten percent or more of the rentable square footage at each
of the Partnership's properties:
<TABLE>
<CAPTION>
Partnership's Share of per
annum Base Rents (a) for Percentage Renewal
----------------------------- of Net Options
Final Twelve Expiration Leasable (Renewal
Months of Date of Square Footage Options/
1997 Lease Lease Occupied Years)
---------- --------------- -------------- --------------- ---------
<S> <C> <C> <C> <C> <C>
Glendale
- --------
L. S. Ayres & Co. 1/18
(department store) $194,100 $194,100 1/31/01 36% 3/30
Lazarus 1/18
(department store) $128,700 $128,700 1/31/01 25% 3/30
Regency
- -------
Rhodes Furniture (b)
(furniture store) $ 71,700 $71,700 1/15/05 26% 3/5
Service Merchandise
(department store) $ 87,500 $87,500 2/28/09 14% 10/5
Baby Superstore
(wholesale baby
furnishings) $ 70,300 $75,300 9/30/04 12% 3/5
</TABLE>
(a) The Partnership's share of per annum base rents for each of the
tenants listed above for the years between 1997 and the final twelve
months for each of the above leases is no lesser or greater than the
amounts listed in the above table.
(b) Space is sublet from Publix, who in turn sublet from Supervalue Inc.
Pursuant to the lease, Supervalue Inc. is the lessee. In addition,
Books-a-Million, a retail book store, has sublet a portion of the
Rhodes Furniture space through an agreement with Rhodes Furniture.
The amounts in the following table represent the Partnership's portion of rental
income from leases in the year of expiration (assuming no lease renewals)
through the year ended December 31, 2006:
<TABLE>
<CAPTION>
Number Base Rents in Year % of Total Base
Year of Tenants Square Feet of Expiration (a) Rents (b)
- ------ ---------- ----------- ----------------- ----------------
<S> <C> <C> <C> <C>
1997 10 52,108 $ 91,900 4.31%
1998 9 15,130 $112,900 5.47%
1999 7 22,125 $ 54,300 2.78%
2000 5 11,694 $ 64,600 3.50%
2001 13 475,369 $148,100 10.83%
2002 6 35,368 $122,700 10.57%
2003 5 14,500 $ 92,200 9.44%
2004 8 67,676 $134,800 19.17%
2005 4 97,578 $ 42,300 9.47%
2006 6 26,153 $ 38,500 18.23%
</TABLE>
4
<PAGE>
ITEM 2. PROPERTIES (Continued)
(a) Represents the Partnership's portion of base rents to be collected each
year on expiring leases.
(b) Represents the Partnership's portion of base rents to be collected each
year on expiring leases as a percentage of the Partnership's portion of
the total base rents to be collected on leases in effect as of December
31, 1996.
ITEM 3. LEGAL PROCEEDINGS
(a & b) The Partnership and its properties were not a party to, nor the subject
of, any material pending legal proceedings, nor were any such proceedings
terminated during the quarter ended December 31, 1996. Ordinary routine
litigation incidental to the business which is not deemed material was pursued
during the quarter ended December 31, 1996.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a,b,c & d) None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S EQUITY AND RELATED SECURITY HOLDER MATTERS
There has not been, nor is there expected to be, a public market for Units.
As of March 1, 1997, there were 3,236 Holders of Units.
5
<PAGE>
Item 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
For the Years Ended December 31,
---------------------------------------------------------------
1996 1995 1994 1993 1992
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total revenues $ 4,299,700 $ 4,288,100 $ 5,913,000 $ 7,177,200 $ 8,129,500
Net (loss) $(2,332,100) $(7,271,600) $ (949,100) $(6,532,500) $ (149,100)
Net (loss)
allocated to
Limited
Partners(a) $(2,308,800) $(7,198,900) $(1,192,200) $(6,467,200) $ (155,300)
Net (loss)
allocated to
Limited
Partners per
Unit (43,861
Units
outstanding)(a) $ (52.64) $ (164.13) $ (27.18) $ (147.45) $ (3.54)
Total assets $17,384,800 $20,522,900 $26,495,200 $44,395,800 $50,612,200
Mortgage loans
payable $11,194,100 $11,998,000 $10,648,600 $26,794,900 $26,831,200
Distributions
to Limited
Partners per
Unit (43,861
Units
outstanding) None None None None None
OTHER DATA:
Investment in
commercial
rental
properties
(net of
accumulated
depreciation
and
amortization) $14,416,200 $17,381,000 $24,728,800 $38,273,500 $46,067,100
Number of real
property
interests
owned at
December 31 2 2 2 3 3
- ---------------------------------------------------------------------------------
</TABLE>
NOTES:
(a) Net (loss) per Unit allocated to Limited Partners for 1994 included an
extraordinary gain on extinguishment of debt.
The following table includes a reconciliation of Cash Flow (as defined in the
Partnership Agreement) to cash flow provided by operating activities as
determined by generally accepted accounting principles ("GAAP").
<TABLE>
<CAPTION>
For the Years Ended December 31,
------------------------------------------------------------
1996 1995 1994 1993 1992
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Cash Flow (as
defined in the
Partnership
Agreement)(a) $ 191,900 $ 288,600 $ 651,400 $1,732,300 $ 1,555,200
Items of
reconciliation:
Principal
payments on
mortgage loans
payable 803,900 500,600 33,800 36,300 30,600
Changes in
current assets
and
liabilities:
Decrease in
current assets 13,900 26,600 334,700 792,900 731,300
(Decrease)
increase in
current
liabilities (6,100) (55,300) (542,900) 356,900 (89,400)
- --------------------------------------------------------------------------------
Net cash provided
by operating
activities $1,003,600 $ 760,500 $ 477,000 $2,918,400 $ 2,227,700
- --------------------------------------------------------------------------------
Net cash (used
for) provided by
investing
activities $ (725,200) $ (743,300) $ (418,300) $ (502,400) $ 7,372,100
- --------------------------------------------------------------------------------
Net cash (used
for) provided by
financing
activities $ (816,800) $1,354,600 $(4,018,100) $ (40,800) $(9,175,100)
- --------------------------------------------------------------------------------
</TABLE>
(a) Cash Flow is defined in the Partnership Agreement as Partnership revenues
earned from operations (excluding tenant deposits and proceeds from the
sale, disposition or financing of any Partnership properties or the
refinancing of any Partnership indebtedness), minus all expenses incurred
(including Operating Expenses, payments of principal (other than balloon
payments of principal out of Offering Proceeds) and interest on any
Partnership indebtedness, and any reserves of revenues from operations
deemed reasonably necessary by the General Partner), except depreciation
and amortization expenses and capital expenditures, lease acquisition
expenditures and the General Partner's Partnership Management Fee.
The above selected financial data should be read in conjunction with the
financial statements and the related notes appearing on pages A-1 through A-8
in this report and the supplemental schedule on pages A-9 and A-10.
6
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The ordinary business of the Partnership is expected to pass through three
phases: (i) Offering of Units and investment in properties, (ii) operation of
properties and (iii) sale or other disposition of properties.
The Partnership commenced the Offering of Units on September 25, 1984
(inception), and terminated the Offering on September 24, 1985, upon the sale
of 43,861 Units. From December 1985 to February 1988 the Partnership acquired
four real property interests, including two 50% joint venture interests and one
25% joint venture interest.
In 1992, the Partnership, in addition to being in the operation of properties
phase, entered the disposition phase of its life cycle. During the disposition
phase of the Partnership's life cycle, comparisons of operating results are
complicated due to the timing and effect of property sales. Partnership
operating results are generally expected to decline as real property interest
are sold since the Partnership no longer receives income generated from such
real property interests. Through December 31, 1996, the Partnership has sold
one real property investment and liquidated one joint venture investment.
Despite improved operating results, the Partnership continues to face
uncertainty as to the realization of its carrying basis of its 50% interest in
Glendale Center Shopping Mall ("Glendale"). Increased competition in the
regional area has resulted in a continued reduction in sales at the two anchor
tenants as well as the specialty tenants at Glendale. In addition, planned
improvements and expansions of anchor tenant space at competing malls has had
and continue to have a negative impact on the performance of Glendale's
tenants. The leases of the two anchor tenants at Glendale expire in January
2001. There is a significant amount of uncertainty as to whether either or both
of these tenants will exercise their renewal options. The loss of the anchor
tenants without suitable replacements would result in the loss of many of the
specialty tenants pursuant to numerous contingency provisions within their
respective leases. The General Partner is pursuing alternative tenants as well
as exploring other potential options for Glendale. During 1996, the General
Partner tested the marketplace for the possible sale of the property. During
1997, alternatives for Glendale will continue to be evaluated. Based on the
risk of the loss of significant tenants, the increased competition, together
with the limited market for the sale of Glendale, as of December 31, 1996, the
Partnership has recorded a provision for value impairment in the amount of
$2,700,000.
OPERATIONS
The table below is a recap of certain operating results of each of the
Partnership's properties for the years ended December 31, 1996, 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 Years Ended December 31,
----------------------------------
1996 1995 1994
- -------------------------------------------------------------------
<S> <C> <C> <C>
GLENDALE (50%)
Rental revenues $3,572,300 $3,529,300 $ 3,532,000
- -------------------------------------------------------------------
Property net income (b) $ 331,500 $ 80,600 $ 245,100
- -------------------------------------------------------------------
Average occupancy 91% 92% 87%
- -------------------------------------------------------------------
REGENCY (25%)
Rental revenues $ 599,300 $ 587,500 $ 523,200
- -------------------------------------------------------------------
Property net income (loss) (c) $ 10,500 $ (70,200) $ (163,100)
- -------------------------------------------------------------------
Average occupancy 90% 88% 79%
- -------------------------------------------------------------------
FASHION ATRIUM (50%) (D)
Rental revenues $ 1,676,800
- -------------------------------------------------------------------
Property net (loss) (d) $(1,170,100)
- -------------------------------------------------------------------
Average occupancy (d)
- -------------------------------------------------------------------
</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) Property net income excludes a loss from provisions for value impairment of
$2,700,000 and $6,300,000, for the years ended December 31, 1996 and 1995,
respectively (see Note 9 of Notes to Financial Statements for additional
information).
(c) Property net (loss) excludes a loss from provisions for value impairment of
$1,000,000 and $750,000, respectively, for the years ended December 31,
1995 and 1994 (see Note 9 of Notes to Financial Statements for additional
information).
(d) On December 9, 1994, the Fashion Atrium Building ("Fashion Atrium") was
disposed of through the orderly conveyance of title to the mortgage holder.
Property net (loss) for the year ended December 31, 1994, excludes a loss
on disposition of property of $7,946,000 and an extraordinary gain on
extinguishment of debt of $8,808,600 (see Note 7 of Notes to Financial
Statements for additional information).
COMPARISON OF THE YEAR ENDED DECEMBER 31, 1996 TO THE YEAR ENDED DECEMBER 31,
1995
Net results improved by $4,939,500 for the year ended December 31, 1996 when
compared to the year ended December 31, 1995. The improvement was primarily the
result of the differences in the amounts of provisions for value impairment
recognized during the years under comparison. The 1995 results included
provisions of $7,300,000, while 1996 included a provision of $2,700,000.
Exclusive of the provisions for value impairment, net income improved $339,500
for the year ended December 31, 1996 when compared to the year ended December
31, 1995. The improvement was primarily due to improved operating results at
Glendale and to a lesser extent at Regency Park Shopping Center ("Regency").
The improvement was also due to a decrease in general and administrative
expenses which was primarily the result of decreased legal, data processing and
printing and mailing costs.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--(CONTINUED)
Rental revenues remained relatively unchanged for the year ended December 31,
1996 when compared to the year ended December 31, 1995.
Interest expense decreased by $181,400 for the periods under comparison. The
decrease was primarily due to a reduction in the variable interest rate on the
Glendale loan and a reduction in the fixed interest rate on the Regency loan as
well as the effects of principal payments made during the past 24 months on the
Partnership's mortgage loans.
Depreciation and amortization decreased by $132,900 for the year ended December
31, 1996 when compared to the year ended December 31, 1995. The decrease was
primarily the result of the effects of provisions for value impairment taken on
the Partnership's properties.
Real estate tax expense increased by $42,500 for the year ended December 31,
1996 when compared to the year ended December 31, 1995. The increase was
primarily the result of increased 1996 taxes at Glendale in comparison with
those payable in 1995.
COMPARISON OF THE YEAR ENDED DECEMBER 31, 1995 TO THE YEAR ENDED DECEMBER 31,
1994
Partnership net loss increased by $6,322,500 for the year ended December 31,
1995 when compared to the year ended December 31, 1994. The comparison of
operating results between the periods is complicated by the effects of the
disposition of the Fashion Atrium on December 9, 1994. In addition to the loss
on disposition and extraordinary gain on extinguishment of debt, as described
above, the (loss) from provisions for value impairment recorded for the years
ended December 31, 1995 and 1994 of $(7,300,000) and $(750,000), respectively,
also had significant impact on the comparison of operating results. For
additional information see Note 9 of Notes to Financial Statements.
Partnership net income, (exclusive of the effects of the disposition of Fashion
Atrium and provisions for value impairment) decreased $102,200 for the year
ended December 31, 1995 when compared to the year ended December 31, 1994. The
decrease was primarily due to: 1) decreased operating results at Glendale due
to an increase in interest expense, partially offset by decreased property
operating expenses and 2) a decrease in interest income due to a decrease in
cash available for investment resulting from payments in late 1994 on the
mortgage loan collateralized by Glendale. Partially offsetting the decrease in
net income was: 1) improved operating results at Regency resulting from
increased rental revenues and 2) a slight reduction in general and
administrative expenses due to a decrease in state and local taxes and data
processing costs, partially offset by an increase in printing and mailing costs
and legal fees.
For purposes of the following discussion, the comparative operating results of
Fashion Atrium have been excluded.
Rental revenues increased by $61,600 or 1.5% for the year ended December 31,
1995 when compared to the year ended December 31, 1994. The increase was
primarily due to an increase in Regency's average occupancy.
Interest expense increased by $222,400 for the years under comparison. Although
the average outstanding principal balance on the Glendale mortgage was
significantly lower during 1995 than during 1994, the interest expense
increased due to the increase in the interest rate pursuant to the terms of the
new loan agreement (see Note 5 of Notes to Financial Statements for additional
information).
Total property operating expenses decreased by $75,500 for the year ended
December 31, 1995 when compared to the year ended December 31, 1994. The
primary factors which contributed to the decrease in property operating
expenses were: 1) decreased utilities at Glendale and 2) decreased advertising
and promotional expenditures at Glendale and Regency.
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 which the Partnership receives as additional rent as
a percentage of a tenant's sales over predetermined amounts and 3) total or
partial tenant reimbursement of property operating expenses including real
estate taxes.
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 it properties.
Cash Flow (as defined in the Partnership Agreement) is generally not equal to
net income or cash flows as defined by generally accepted accounting principles
("GAAP"), since certain items are treated differently under the Partnership
Agreement than under GAAP. Management believes that to facilitate a clear
understanding of the Partnership's operations, an analysis of Cash Flow (as
defined in the Partnership Agreement) should be examined in conjunction with an
analysis of net income or cash flows as defined by GAAP. The second table in
Selected Financial Data includes a reconciliation of Cash Flow (as defined in
the Partnership Agreement) to cash flow provided by operating activities as
defined 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 Flow.
The decrease in Cash Flow (as defined in the Partnership Agreement) of $96,700
for the year ended December 31, 1996 when compared to the year ended December
31, 1995 was primarily due to an increase in principal payments on the mortgage
loan collateralized by Glendale. The decrease was partially offset by improved
operating results, exclusive of depreciation, amortization and provisions for
value impairment, at Glendale and Regency, as previously discussed.
The decrease in the Partnership's cash position of $538,400 during the year
ended December 31, 1996 was primarily the result principal payments on mortgage
loans, cash used for
8
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
capital and tenant improvements and leasing costs and investments in debt
securities exceeding the net cash provided by operating activities. Liquid
assets of the Partnership as of December 31, 1996 were comprised of amounts
held for working capital purposes.
The increase in net cash provided by operating activities of $243,100 for the
year ended December 31, 1996 when compared to the year ended December 31, 1995,
was primarily the result of improved operating results at Glendale and Regency,
exclusive of depreciation and amortization, as previously discussed, and the
timing of certain operating expense payments at Regency.
Net cash used for investing activities decreased by $18,100 for the year ended
December 31, 1996 when compared to the year ended December 31, 1995. The
decrease was due a decrease in expenditures for capital and tenant improvements
and leasing costs at the Partnership's properties together with the 1996
release of $55,000 from a capital improvement escrow held by the lender for the
replacement of a chiller at Glendale partially offset by an increase in
investments in debt securities. The increase in investments in debt securities
is a result of the extension of the maturities of certain of the Partnership's
short-term investments in an effort to maximize the return on these amounts
while they are held for working capital purposes. These investments are of
investment-grade and substantially all of them mature less than one year from
their date of purchase. The Partnership maintains working capital reserves to
pay for capital expenditures such as building and tenant improvements and
leasing costs. During the year ended December 31, 1996, the Partnership spent
$320,300 for building and tenant improvements and leasing costs and has
budgeted to spend approximately $615,000 during 1997. Of the budgeted amount
approximately $550,000 relates to improvement and leasing costs expected to be
incurred at Glendale if the property is not sold during 1997. The General
Partner believes that these expenditures are necessary in order to increase
and/or maintain occupancy levels and to maximize rental rates charged to new
and renewing tenants.
Net cash provided by (used for) financing activities changed from $1,354,600
for the year ended December 31, 1995 to $(816,800) for the year ended December
31, 1996. This change was due primarily to the net proceeds received in 1995
from the refinancing of the mortgage loan collateralized by Glendale and to a
lesser extent, increased principal payments made during 1996 on this loan.
The mortgage loan collateralized by Glendale contains provisions that require
that a portion of the cash generated by Glendale be utilized to reduce the
outstanding mortgage balance. In March 1997 the Partnership's share of the
payment for calendar year 1996 was $125,400.
During August 1996, the joint venture which owns Regency, in which the
Partnership has a 25% interest with Affiliated partnerships, executed an
agreement with the mortgage lender to modify the terms of the mortgage loan
collateralized by Regency. Significant terms of this agreement, which were
retroactive to January 1, 1996, include: 1) an extension of the maturity date
to December 31, 1997; 2) monthly principal and interest payments based on a 23-
year amortization schedule with a per annum interest rate of 7.5% and 3) net
property cash flow (as defined in the agreement), if any, after deducting
scheduled principal and interest payments, approved capital and tenant
improvements and leasing commissions, is required to be deposited into a non-
interest bearing reserve account maintained by the lender to be used for
capital and tenant improvements, leasing commissions and operating deficits of
Regency. The Partnership is currently marketing Regency for sale.
As a result of the principal payment requirements on the Partnership's mortgage
loans, combined with cash required to fund anticipated capital and tenant
improvements and leasing costs to be made at the Partnership's properties, the
General Partner believes that it is in the best interest of the Partnership to
retain all cash available. Accordingly, distributions to Partners continue to
be suspended. As of December 31, 1996 the Partnership retained $191,900 of Cash
Flow (as defined in the Partnership Agreement) to supplement working capital
reserves. 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. There can be no assurance as to the amount and/or availability of
cash for future distributions to Partners.
Based upon the current estimated value of its assets, net of its outstanding
liabilities, together with its expected operating results and capital
expenditure requirements, the General Partner believes that the Partnership's
cumulative distributions to its Limited Partners from inception through the
termination of the Partnership will be substantially less than such Limited
Partners' Capital Investment.
9
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this item is submitted as a separate section of this report.
See page A-1 "Index of Financial Statements, Schedule and Exhibits."
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
10
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) DIRECTORS
The Partnership has no directors. First Capital Financial Corporation
("FCFC") is the General Partner. The Directors of FCFC, as of March 28,
1997, are shown in the table below. Directors serve for one year or until
their successors are elected. The next annual meeting of FCFC will be held
in June 1997.
Name Office
---- ------
Samuel Zell.......................................Chairman of the Board
Douglas Crocker II................................Director
Sheli Z. Rosenberg................................Director
Samuel Zell, 55, has been a Director of the General Partner since 1983
(Chairman of the Board since December 1985) and is Chairman of the Board of
Equity Financial and Management Company ("EFMC") and Equity Group
Investments, Inc. ("EGI"), and is a trustee and beneficiary of a general
partner of Equity Holdings Limited, an Illinois Limited Partnership, a
privately owned investment partnership. He is also Chairman of the Board of
Directors of Chart House Enterprises, Inc., Ramco Energy plc, TeleTech
Holdings Inc., Anixter International Inc., American Classic Voyages Co. and
Manufactured Home Communities, Inc. ("MHC"). He is Chairman of the Board of
Trustees of Equity Residential Properties Trust. He is a Director of
Quality Food Centers, Inc. ("QFC") and Sealy Corporation. He is Chairman of
the Board of Directors and Chief Executive Officer of Capsure Holdings
Corp. and Co-Chairman of the Board of Revco D.S., Inc.
Douglas Crocker II, 56, 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, Chief Executive Officer and
trustee 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.
Mr. Crocker is a member of the Board of Directors of Horizon Group, Inc.
Sheli Z. Rosenberg, 55, 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 EGI since November 1994;
has been a Director of Great American Management and Investment Inc.
("Great American") since June 1984 and is a Director of various
subsidiaries of Great American. She is also a Director of Anixter
International Inc., Capsure Holdings Corp., American Classic Voyages Co.,
Jacor Communications, Inc., Revco D.S., Inc., Sealy Corporation, QFC and
MHC. She is also a trustee of Equity Residential Properties Trust. Ms.
Rosenberg is a Principal of Rosenberg & Liebentritt, P.C., counsel to the
Partnership, the General Partner and certain of their Affiliates. She had
been Vice President of First Capital Benefit Administrators, Inc. ("Benefit
Administrators") since July 22, 1987 until its liquidation in November
1995. Benefit Administrators filed for protection under the Federal
bankruptcy laws on January 3, 1995.
11
<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (Continued)
(b,c & e) EXECUTIVE OFFICERS
The Partnership does not have any executive officers. The executive
officers of the General Partner as of March 28, 1997 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
Gus J. Athas.........................Senior Vice President
Norman M. Field......................Vice President - Finance and Treasurer
PRESIDENT AND CEO - See Table of Directors above.
Gus J. Athas, 60, has been Senior Vice President of the General Partner
since March 1995. Mr. Athas has served as Senior Vice President, General
Counsel and Assistant Secretary of Great American since March 1995. Mr.
Athas has served as Senior Vice President, General Counsel and Secretary of
Falcon Building Products, Inc. since March 1994 and served as Vice
President and Secretary from January 1994 to March 1994. Mr. Athas has
served as Senior Vice President, General Counsel and Secretary of Eagle
Industries, Inc. ("Eagle") since May 1993. From September 1992 to May 1993,
Mr. Athas was Vice President, General Counsel and Secretary of Eagle. From
November 1987 to September 1992, Mr. Athas served as Vice President,
General Counsel and Assistant Secretary of Eagle.
Norman M. Field, 48, has been Vice President of Finance 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
had been Treasurer of Benefit Administrators since July 22, 1987 until its
liquidation in November 1995. Benefit Adminstrators filed for protection
under the Federal bankruptcy laws on January 3, 1995. He was Chief
Financial Officer of Equality Specialties, Inc. ("Equality"), a subsidiary
of Great American, from August 1994 to April 1995. Equality was sold in
April 1995.
(d) FAMILY RELATIONSHIPS
There are no family relationships among any of the foregoing directors and
officers.
(f) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
With the exception of the bankruptcy matter disclosed under Items 10 (a),
(b), (c) and (e), there are no involvements in certain legal proceedings
among any of the foregoing directors and officers.
12
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
(a,b,c & d) As stated in Item 10, the Partnership has no officers or directors.
Neither the General Partner, nor any director or officer of the General Partner,
received any direct remuneration from the Partnership during the year ended
December 31, 1996. However, the General Partner and Affiliates do compensate
certain directors and officers of the General Partner. For additional
information see Item 13 (a) Certain Relationships and Related Transactions.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) As of March 1, 1997, 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,
1997, 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) An Affiliate of the General Partner provides 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 Affiliate provides
leasing, re-leasing and/or leasing-related services, or 3% of gross
receipts where the Affiliate does not perform leasing, re-leasing and/or
leasing-related services for a particular property. For the year ended
December 31, 1996, this Affiliate was entitled to leasing, supervisory and
property management fees and reimbursements of $308,900. In addition, other
Affiliates of the General Partner were entitled to fees, compensation and
reimbursements of $76,900 for insurance, personnel, and other miscellaneous
services for 1996. 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 the foregoing amounts, a
total of $23,200 was due to Affiliates as of December 31, 1996.
As of December 31, 1996, $10,000 was due 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. Under the terms of
the Partnership Agreement, this fee will not be paid until such time as
Limited Partners have received cumulative distributions of Sale or
Refinancing Proceeds equal to 100% of their Original Capital Contribution,
plus a cumulative return (including all Cash Flow which has been
distributed to the Limited Partners) of 6% simple interest per annum on
their Capital Investment.
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 in the Partnership Agreement),
as a Partnership Management Fee. For the year ended December 31, 1996, in
conjunction with the suspension of distributions of Cash Flow (as defined
in the Partnership Agreement) to Limited Partners, the General Partner was
not paid a Partnership Management Fee.
13
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (Continued)
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
Limited Partners. Net Losses (exclusive of Net Losses from the sale,
disposition and provision for value impairment of Partnership properties)
are allocated 1% to the General Partner and 99% to the Limited Partners.
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 Limited Partners. Net Losses from the sale, disposition or
provision for value impairment 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
Limited Partners. 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 year ended December 31, 1996, the General
Partner was allocated a Net (Loss) of $(23,300) which included a (loss)
from provision for value impairment of $(27,000).
(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 Rosenberg. 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. Total legal fees paid to Rosenberg for the year ended December 31,
1996 were $41,700.
(c) No management person is indebted to the Partnership.
(d) None.
14
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------- ----------------------------------------------------------------
(a, c & d) (1, 2 & 3) See Index of Financial Statements, Schedule and Exhibits
on page A-1 of Form 10-K.
(b) Reports on Form 8-K:
There were no reports filed on Form 8-K for the quarter ended December 31,
1996.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FIRST CAPITAL INCOME PROPERTIES, LTD. - X
BY: FIRST CAPITAL FINANCIAL CORPORATION
GENERAL PARTNER
Dated: March 28, 1997 By: /s/ DOUGLAS CROCKER II
------------------ -------------------------------------------
DOUGLAS CROCKER II
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ SAMUEL ZELL March 28, 1997 Chairman of the Board and
- ----------------------- -------------- Director of the General Partner
SAMUEL ZELL
/s/ DOUGLAS CROCKER II March 28, 1997 President, Chief Executive Officer and
- ----------------------- -------------- Director of the General Partner
DOUGLAS CROCKER II
/s/ SHELI Z. ROSENBERG March 28, 1997 Director of the General Partner
- ----------------------- --------------
SHELI Z. ROSENBERG
/s/ GUS J. ATHAS March 28, 1997 Senior Vice President
- ----------------------- --------------
GUS J. ATHAS
/s/ NORMAN M. FIELD March 28, 1997 Vice President - Finance and Treasurer
- ----------------------- --------------
NORMAN M. FIELD
</TABLE>
16
<PAGE>
INDEX OF FINANCIAL STATEMENTS, SCHEDULE AND EXHIBITS
FINANCIAL STATEMENTS FILED AS PART OF THIS REPORT
<TABLE>
<CAPTION>
Pages
-----------
<S> <C>
Report of Independent Auditors A-2
Balance Sheets as of December 31, 1996
and 1995 A-3
Statements of Partners' Capital for the
Years Ended December 31, 1996, 1995,
1994 A-3
Statements of Income and Expenses for
the Years Ended December 31, 1996,
1995, 1994 A-4
Statements of Cash Flows for the Years
Ended December 31, 1996, 1995, 1994 A-4
Notes to Financial Statements A-5 to A-8
SCHEDULE FILED AS PART OF THIS REPORT
III - Real Estate and Accumulated
Depreciation as of December 31, 1996 A-9 and A-10
</TABLE>
All other schedules have been omitted as inapplicable, or for the reason that
the required information is shown in the financial statements or notes thereto.
EXHIBITS FILED AS PART OF THIS REPORT
EXHIBITS (3 & 4) First Amended and Restated Certificate and Agreement of
Limited Partnership as set forth on pages A-1 through A-32 of the Partnership's
definitive Prospectus dated September 25, 1984; Registration Statement
No. 2-92364, filed pursuant to Rule 424(b), is incorporated herein by reference.
EXHIBIT (13) Annual Report to Security Holders
The 1995 Annual Report to Limited Partners is being sent under separate cover,
not as a filed document and not via EDGAR, for the information of the
Commission.
EXHIBIT (27) Financial Data Schedule
A-1
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Partners
First Capital Income Properties, Ltd. - Series X
Chicago, Illinois
We have audited the accompanying balance sheets of First Capital Income
Properties, Ltd. - Series X as of December 31, 1996 and 1995, and the related
statements of income and expenses, partners' capital and cash flows for each of
the three years in the period ended December 31, 1996, and the financial
statement schedule listed in the accompanying index. These financial statements
and schedule are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Capital Income
Properties, Ltd. - Series X at December 31, 1996 and 1995, and the results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1996, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
Ernst & Young LLP
Chicago, Illinois
March 14, 1997
A-2
<PAGE>
BALANCE SHEETS
December 31, 1996 and 1995
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
1996 1995
- ------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investment in commercial rental properties:
Land $ 3,928,400 $ 3,928,400
Buildings and improvements 18,171,900 20,551,600
- ------------------------------------------------------------------------------
22,100,300 24,480,000
Accumulated depreciation and amortization (7,684,100) (7,099,000)
- ------------------------------------------------------------------------------
Total investment properties, net of accumulated
depreciation and amortization 14,416,200 17,381,000
Cash and cash equivalents 1,925,700 2,464,100
Investment in debt securities 496,300
Rents receivable 436,000 444,500
Escrow deposits 19,600 111,000
Other assets (primarily loan acquisition costs, net
of accumulated amortization of $221,900 and
$179,000, respectively) 91,000 122,300
- ------------------------------------------------------------------------------
$17,384,800 $20,522,900
- ------------------------------------------------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage loans payable $11,194,100 $11,998,000
Accounts payable and accrued expenses 569,800 549,200
Due to Affiliates 33,200 30,500
Security deposits 22,500 18,500
Other liabilities 38,700 68,100
- ------------------------------------------------------------------------------
11,858,300 12,664,300
- ------------------------------------------------------------------------------
Partners' (deficit) capital:
General Partner (deficit) (96,000) (72,700)
Limited Partners (43,861 units issued and
outstanding) 5,622,500 7,931,300
- ------------------------------------------------------------------------------
5,526,500 7,858,600
- ------------------------------------------------------------------------------
$17,384,800 $20,522,900
- ------------------------------------------------------------------------------
</TABLE>
STATEMENTS OF PARTNERS' CAPITAL
For the years ended December 31, 1996, 1995 and 1994
(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)
- -------------------------------------------------------------------------------
Partners' capital, December 31, 1994 0 15,130,200 15,130,200
Net (loss) for the year ended December
31, 1995 (72,700) (7,198,900) (7,271,600)
- -------------------------------------------------------------------------------
Partners' (deficit) capital, December 31,
1995 (72,700) 7,931,300 7,858,600
Net (loss) for the year ended December
31, 1996 (23,300) (2,308,800) (2,332,100)
- -------------------------------------------------------------------------------
Partners' (deficit) capital, December 31,
1996 $ (96,000) $ 5,622,500 $ 5,526,500
- -------------------------------------------------------------------------------
</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, 1996, 1995 and 1994
(All dollars rounded to nearest 00s except per Unit amounts)
<TABLE>
<CAPTION>
1996 1995 1994
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Income:
Rental $ 4,171,600 $ 4,140,500 $ 5,732,000
Interest 128,100 147,600 181,000
- ------------------------------------------------------------------------------
4,299,700 4,288,100 5,913,000
- ------------------------------------------------------------------------------
Expenses:
Interest 1,068,700 1,250,100 1,818,100
Depreciation and amortization 627,900 760,800 1,228,300
Property operating:
Affiliates 339,400 342,100 347,900
Nonaffiliates 845,700 823,800 1,413,900
Real estate taxes 529,900 487,400 1,269,700
Insurance--Affiliate 55,400 49,100 90,700
Repairs and maintenance 362,900 397,200 644,500
General and administrative:
Affiliates 25,500 37,500 25,800
Nonaffiliates 76,400 111,700 135,800
Loss on disposition of property 7,946,000
Provisions for value impairment 2,700,000 7,300,000 750,000
- ------------------------------------------------------------------------------
6,631,800 11,559,700 15,670,700
- ------------------------------------------------------------------------------
Net (loss) before extraordinary gain
on extinguishment of debt (2,332,100) (7,271,600) (9,757,700)
Extraordinary gain on extinguishment
of debt 8,808,600
- ------------------------------------------------------------------------------
Net (loss) $(2,332,100) $(7,271,600) $ (949,100)
- ------------------------------------------------------------------------------
Net (loss) income allocated to General
Partner $ (23,300) $ (72,700) $ 243,100
- ------------------------------------------------------------------------------
Net (loss) allocated to Limited
Partners $(2,308,800) $(7,198,900) $(1,192,200)
- ------------------------------------------------------------------------------
Net (loss) before extraordinary gain
on extinguishment of debt allocated
to Limited Partners per Unit (43,861
Units outstanding) $ (52.64) $ (164.13) $ (220.24)
- ------------------------------------------------------------------------------
Net (loss) allocated to Limited
Partners per Unit (43,861 Units
outstanding) $ (52.64) $ (164.13) $ (27.18)
- ------------------------------------------------------------------------------
</TABLE>
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1996, 1995 and 1994
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
1996 1995 1994
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net (loss) $(2,332,100) $(7,271,600) $ (949,100)
Adjustments to reconcile net (loss) to net
cash provided by operating activities:
Depreciation and amortization 627,900 760,800 1,228,300
Loss on disposition of property 7,946,000
Provisions for value impairment 2,700,000 7,300,000 750,000
Extraordinary gain on extinguishment of
debt (8,808,600)
Changes in assets and liabilities:
Decrease in restricted cash 37,500 223,600
Decrease in rents receivable 8,500 49,300 197,900
Decrease (increase) in prepaid expenses 12,500 (6,500)
Decrease (increase) in other assets 5,400 (72,700) (80,300)
Increase (decrease) in accounts payable
and accrued expenses 20,600 (63,100) (200)
Increase (decrease) in due to Affiliates 2,700 (8,800) (12,900)
(Decrease) increase in other liabilities (29,400) 16,600 (11,200)
- ----------------------------------------------------------------------------------
Net cash provided by operating
activities 1,003,600 760,500 477,000
- ----------------------------------------------------------------------------------
Cash flows from investing activities:
Payments for capital expenditures (320,300) (672,100) (418,300)
(Increase) in investments in debt
securities (496,300)
Decrease (increase) in escrow deposits 91,400 (71,200)
- ----------------------------------------------------------------------------------
Net cash (used for) investing activities (725,200) (743,300) (418,300)
- ----------------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds from issuance of mortgage loans
payable 8,500,000
Advance on mortgage loan payable 1,182,700
Principal payments on mortgage loans
payable (803,900) (7,150,600) (4,889,000)
Payment of loan extension costs (16,900)
Cash paid on disposition of property (49,500)
Increase (decrease) in security deposits 4,000 5,200 (262,300)
- ----------------------------------------------------------------------------------
Net cash (used for) provided by
financing activities (816,800) 1,354,600 (4,018,100)
- ----------------------------------------------------------------------------------
Net (decrease) increase in cash and cash
equivalents (538,400) 1,371,800 (3,959,400)
Cash and cash equivalents at the beginning
of the year 2,464,100 1,092,300 5,051,700
- ----------------------------------------------------------------------------------
Cash and cash equivalents at the end of the
year $ 1,925,700 $ 2,464,100 $1,092,300
- ----------------------------------------------------------------------------------
Supplemental information:
Interest paid during the year $ 1,074,300 $ 1,300,400 $1,343,700
- ----------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
A-4
<PAGE>
FIRST CAPITAL INCOME PROPERTIES, LTD.--SERIES X
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
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 50,000 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 have been prepared in accordance with generally
accepted accounting principles ("GAAP"). Under this method of accounting,
revenues are recorded when earned and expenses are recorded when incurred.
Preparation of the Partnership's financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
The financial statements include the Partnership's 50% interest in 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. Accordingly, the Partnership's pro rata
share of the venture's revenues, expenses, assets, liabilities and Partners'
capital was included in the financial statements.
The Partnership is not liable for Federal income taxes as the Partners
recognize their proportionate share of the Partnership income or loss in their
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 held for investment 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. Upon classifying a commercial rental property as held for disposition,
no further depreciation or amortization of such property is provided in the
financial statements. Lease acquisition fees are recorded at cost and amortized
on straight-line method over the life of each respective lease. Repair and
maintenance costs are expensed as incurred; expenditures for improvements are
capitalized and depreciated on the straight-line method over the estimated life
of such improvements.
During the first quarter of 1996, the Partnership adopted Financial Accounting
Standards Board Statement No. 121 "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of" (the "Standard"). The
Standard established guidance for determining if the value of defined assets is
impaired, and if so, how impairment losses should be measured and reported in
the financial statements. The Standard also addressed the accounting for long-
lived assets to be disposed of. Evaluation of the potential impairment of the
value of the Partnership's assets is performed on an individual property basis.
The Partnership had provided for provisions for properties affected during the
current year. For further information, see Note 9.
Loan acquisition costs are amortized over the term of the note issued under the
mortgage loan made in connection with the acquisition of Partnership properties
or refinancing of Partnership loans. When a property is disposed of or a loan
is refinanced, the related loan acquisition costs and accumulated amortization
are removed from the respective accounts and any unamortized balance is
expensed.
Cash equivalents are considered all highly liquid investments with a maturity
of three months or less when purchased.
Investments in debt securities are comprised of obligations of the United
States government totaling $496,300 and are classified as held-to-maturity.
These investments are carried at their amortized cost basis in the financial
statements which approximates fair market value. All of these securities had a
maturity of less than one year when purchased.
The Partnership's financial statements include financial instruments, including
receivables, escrow deposits, mortgage debt and trade liabilities. The
Partnership considers the disclosure of the fair value of its mortgage debt to
be impracticable due to the general illiquid nature of the real estate
financing market and an inability to obtain comparable financing on certain
properties due to declines in market value. The fair value of financial
instruments including cash and cash equivalents, included in the financial
statements, was not materially different from their carrying value at December
31, 1996 and 1995.
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 in the Partnership Agreement), as a
Partnership
A-5
<PAGE>
FIRST CAPITAL INCOME PROPERTIES, LTD.--SERIES X
Management Fee. For the year ended December 31, 1996, in conjunction with the
suspension of distributions of Cash Flow (as defined in 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 Limited
Partners. Net Losses (exclusive of Net Losses from the sale, disposition and
provision for value impairment of Partnership properties) are allocated 1% to
the General Partner and 99% to the Limited Partners. 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 Limited Partners. Net Losses from the sale,
disposition of Partnership properties or provisions for value impairment 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
Limited Partners. 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 year ended December 31, 1996, the General Partner was
allocated a Net (Loss) of $(23,300) which included a (loss) from a provision
for value impairment of $(27,000). For the year ended December 31, 1995, the
General Partner was allocated a Net (Loss) of $(72,700) which included a (loss)
from provisions for value impairment of $(73,000). For the year ended December
31, 1994, the General Partner was allocated a Net Profit of $243,100, which
included a (loss) from the disposition of Partnership property of $(79,500), an
extraordinary gain on extinguishment of debt of $340,700 and a (loss) from a
provision for value impairment of $(7,500).
Fees and reimbursements paid and payable by the Partnership to Affiliates were
as follows:
<TABLE>
<CAPTION>
For the years ended December 31,
--------------------------------------------------
1996 1995 1994
---------------- ---------------- ----------------
Paid Payable Paid Payable Paid Payable
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Real estate commission (a) None $10,000 None $10,000 None $10,000
Property management and
leasing fees $302,800 21,500 $310,100 15,400 $319,500 24,900
Reimbursements of property
insurance premiums, at
cost 55,400 None 49,100 None 87,000 None
Reimbursements of
expenses, at cost:
--Accounting 19,800 1,500 17,600 4,200 18,600 3,300
--Investor communication 5,100 200 8,400 900 6,800 1,100
--Legal 41,700 None 78,500 None 59,700 None
- ------------------------------------------------------------------------------
$424,800 $33,200 $463,700 $30,500 $491,600 $39,300
- ------------------------------------------------------------------------------
</TABLE>
(a) As of December 31, 1996, the Partnership owed $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, the Partnership shall not pay
the General Partner or any Affiliate a real estate commission from the sale
of a Partnership property until 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 (as defined in the Partnership Agreement) which has been distributed
to the Limited Partners from the initial investment date) of 6% simple
interest per annum on their Capital Investment.
3. FUTURE MINIMUM RENTALS:
The Partnership's share of future minimum rental income due on noncancelable
leases as of December 31, 1996 was as follows:
<TABLE>
<S> <C>
1997 $ 2,131,800
1998 2,063,900
1999 1,951,800
2000 1,844,200
2001 1,367,500
Thereafter 3,815,800
--------------
$13,175,000
--------------
</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, 1996, 1995 and 1994 were $192,900,
$249,300 and $107,400, respectively.
4. ESCROW DEPOSITS:
Escrow deposits in the amount of $19,600 as of December 31, 1996 represented
the Partnership's share of an amount being held by the mortgage holder of the
Glendale Center Shopping Mall as reserves to pay for capital expenditures such
as building and tenant improvement and leasing costs.
A-6
<PAGE>
FIRST CAPITAL INCOME PROPERTIES, LTD.--SERIES X
5. MORTGAGE LOANS PAYABLE:
Mortgage loans payable at December 31, 1996 and 1995 consisted of the following
non-recourse loans:
<TABLE>
<CAPTION>
Principal Balance at Monthly Estimated
Property Pledged ----------------------- Average Periodic Balloon
as Collateral (a) 12/31/96 12/31/95 Interest Rate Maturity Date Payment Payment (b)
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Glendale Center Shopping
Mall (c) $ 7,339,500 $ 8,039,400 9.97%(d) 1/1/99 (c) $6,045,800
Regency Park Shopping
Center (e) 3,854,600 3,958,600 7.50% 12/31/97 (e) (e)
--------------------------------------------------------------------------------------------------
$11,194,100 $11,998,000
--------------------------------------------------------------------------------------------------
</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) The repayment will require either sale or refinancing of the respective
property.
(c) The interest rate on this loan is variable at LIBOR plus 4.5%, with
interest payable monthly. Monthly payments of principal are based on an 11-
year amortization with an interest rate of 9.5%. The joint venture is
required to pay annually additional principal equal to 50% of net cash flow
(pursuant to the loan agreement) from the property for each prior calendar
year by March 31 of the following year. Additionally, certain debt coverage
requirements (pursuant to the loan agreement) must be met each quarter and
deficiencies in reaching benchmarks will require additional principal
amortization payments. The additional principal payment that the joint
venture is required to pay in 1997 for the 1996 calendar year is $250,800
of which the Partnership's share was $125,400. The payment made in 1996 for
the 1995 calendar year was $387,400, of which the Partnership's share was
$193,700.
(d) This represents the weighted average interest rate for the year ended
December 31, 1996. The interest rate is subject to change in accordance
with the provisions within the loan agreement. As of December 31, 1996, the
interest rate on the Glendale loan was 10.0937%.
(e) The joint venture which owns Regency, in which the Partnership owns a 25%
interest with Affiliated partnerships, executed an agreement with the
mortgage lender to modify the terms of the mortgage loan collateralized by
Regency. Significant terms of this agreement, which were retroactive to
January 1, 1996, include: 1) an extension of the maturity date to December
31, 1997; 2) monthly principal and interest payments based on a 23-year
amortization schedule with a per annum interest rate of 7.5% and 3) net
property cash flow (as defined in the agreement), if any, after deducting
scheduled principal and interest payments, approved capital and tenant
improvements and leasing commissions, is required to be deposited into a
non-interest bearing reserve account maintained by the lender to be used
for capital and tenant improvements, leasing commissions and operating
deficits of Regency.
Principal amortization of mortgage loans payable for each of the next three
years as of December 31, 1996 is as follows:
<TABLE>
<S> <C>
1997 $ 4,536,500
1998 611,800
1999 6,045,800
-----------
$11,194,100
-----------
</TABLE>
6. INCOME TAX:
The Partnership utilizes the accrual basis 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 and the
Partnership's provisions for value impairment. The net effect of these
accounting differences for the year ended December 31, 1996, was that the net
(loss) for financial statement purposes was $2,050,900 greater than the net
(loss) for tax reporting purposes. The aggregate cost of commercial rental
properties for Federal income tax purposes at December 31, 1996 was
$34,350,300.
7. PROPERTY DISPOSITION:
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 ($13,446,000) of which
($5,500,000) was recorded as a provision for value impairment for financial
statement purposes for the year ended December 31, 1993. 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 $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 ($588,700) on this disposition, which was
allocated to the General Partner in accordance with the Partnership Agreement.
A-7
<PAGE>
FIRST CAPITAL INCOME PROPERTIES, LTD.--SERIES X
8. ASSET HELD FOR DISPOSITION:
During 1996, the Partnership modified its mortgage obligation on the loan
secured by Regency. Among other provisions, the modification provides for a
maturity date of December 31, 1997. The Partnership is marketing Regency for
sale and expects to complete a sale transaction prior to December 31, 1997.
Accordingly, the Partnership is classifying Regency as "Held for Disposition".
The Partnership's carrying basis, net of accumulated depreciation and
amortization, of Regency on the Balance Sheet as of December 31, 1996 was
$3,875,800 and does not exceed the estimated fair value, less costs to sell.
The Partnership's share of net income (loss) (exclusive of provisions for value
impairment) of Regency, included in the Statements of Income and Expenses for
the years ended December 31, 1996, 1995 and 1994 was $10,500, $(70,200) and
$(163,100), respectively. For more information on the provisions for value
impairment recorded on Regency see Note 9.
9. PROVISIONS FOR VALUE IMPAIRMENT:
Due to the depressed economic environment in the retail industry, regional
factors affecting the Partnership's properties, the uncertainty with respect to
the significant anchor tenants and other matters relating specifically to
certain of the Partnership's properties, there is uncertainty as to the
Partnership's ability to recover the net carrying value of certain of its
properties during the remaining estimated holding periods. Accordingly, it was
deemed appropriate to reduce the bases of such properties in the Partnership's
financial statements during the years ended December 31, 1996, 1995 and 1994.
The provisions for value impairment were considered non-cash events for the
purposes of the Statements of Cash Flow and were not utilized in the
determination of Cash Flows (as defined in the Partnership Agreement).
The following is a summary of the provisions for value impairment reported by
the Partnership for the years ended December 31, 1996, 1995 and 1994:
<TABLE>
<CAPTION>
Property 1996 1995 1994
------------------------------------------------
<S> <C> <C> <C>
Glendale Center
Shopping Mall $2,700,000 $6,300,000
Regency Park Shopping
Center 1,000,000 $750,000
------------------------------------------------
$2,700,000 $7,300,000 $750,000
------------------------------------------------
</TABLE>
The provisions for value impairment were material fourth quarter adjustments
pursuant to Accounting Principles Board Opinion No. 28, "Interim Financial
Reporting". No other material adjustments were made in the fourth quarters.
A-8
<PAGE>
FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES X
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
Column A Column B Column C Column D
- -------------------- ----------- -------------------------- -------------------------
Initial cost Costs capitalized
to Partnership subsequent to acquisition
-------------------------- -------------------------
Buildings
Encum- and Carrying
Description brances Land Improvements Improvements Costs (1)
- -------------------- ----------- ---------- ------------ ------------ ---------
<S> <C> <C> <C> <C> <C>
Shopping Centers:
Glendale Center
Shopping Mall
(Indianapolis, IN)
(50% Interest) (4) $ 7,339,500 $4,932,600 $18,556,900 $2,349,400 $ 67,600
Regency Park
Shopping Center
(Jacksonville, FL)
(25% Interest) (9) 3,854,600 2,062,600 6,158,200 133,400 89,600
----------- ---------- ----------- ---------- ---------
$11,194,100 $6,995,200 $24,715,100 $2,482,800 $ 157,200
=========== ========== =========== ========== =========
</TABLE>
<TABLE>
<CAPTION>
Column A Column E Column F Column G Column H Column I
- -------------------- --------------------------------------------- ---------- --------- -------- ------------
Life on
Gross amount at which which
carried at close of period deprecia-
--------------------------------------------- Accumu- tion in lat-
Buildings lated Date of est income
and Deprecia- construc- Date statements
Description Land Improvements Total (2)(3) tion (2) tion Acquired is computed
- -------------------- ---------- ------------ --------------- ---------- --------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers:
Glendale Center
Shopping Mall
(Indianapolis, IN) 35(7)
(50% Interest) (4) $2,887,600 $14,018,900 $16,906,500 (5) $6,366,100 1985 (6) 5/85 3-13(8)
Regency Park
Shopping Center
(Jacksonville, FL) 35(7)
(25% Interest) (9) 1,040,800 4,153,000 5,193,800 (10) 1,318,000 1985 2/88 1-5(8)
---------- ----------- ----------- ----------
$3,928,400 $18,171,900 $22,100,300 $7,684,100
========== =========== =========== ==========
</TABLE>
See accompanying notes on the following page.
A-9
<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, 1996 December 31, 1995 December 31, 1994
-------------------------- -------------------------- ---------------------------
Accumulated Accumulated Accumulated
Cost Depreciation Cost Depreciation Cost Depreciation
----------- ------------ ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at beginning of the year $24,480,000 $7,099,000 $31,107,900 $6,379,100 $ 48,541,500 $10,268,000
Additions during the year:
Improvements 320,300 672,100 418,300
Provisions for depreciation 585,100 719,900 1,185,800
Deductions during the year:
Cost of real estate sold or
disposed (17,101,900)
Accumulated depreciation on
real estate sold or disposed (5,074,700)
Provisions for value
impairments (2,700,000) (7,300,000) (750,000)
----------- ---------- ----------- ---------- ------------ -----------
Balance at end of the year $22,100,300 $7,684,100 $24,480,000 $7,099,000 $ 31,107,900 $ 6,379,100
=========== ========== =========== ========== ============ ===========
</TABLE>
Note 3. The aggregate cost for Federal income tax purposes was $34,350,300.
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. Includes provisions for value impairment of $9,000,000.
Note 6. Renovated in 1983 and 1984.
Note 7. Estimated useful life of building.
Note 8. Estimated useful life of improvements.
Note 9. 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 10. Includes provisions for value impairment of $3,250,000.
A-10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000750301
<NAME> First Capital Income Properties, Ltd. - Series X
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,925,700
<SECURITIES> 496,300
<RECEIVABLES> 436,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,877,600
<PP&E> 22,100,300
<DEPRECIATION> 7,684,100
<TOTAL-ASSETS> 17,384,800
<CURRENT-LIABILITIES> 615,500
<BONDS> 11,194,100
0
0
<COMMON> 0
<OTHER-SE> 5,526,500
<TOTAL-LIABILITY-AND-EQUITY> 17,384,800
<SALES> 0
<TOTAL-REVENUES> 4,299,700
<CGS> 0
<TOTAL-COSTS> 2,133,300
<OTHER-EXPENSES> 101,900
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,068,700
<INCOME-PRETAX> (2,332,100)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,332,100)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,332,100)
<EPS-PRIMARY> (52.64)
<EPS-DILUTED> (52.64)
</TABLE>
