<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the period ended September 30, 1997
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-14121
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First Capital 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, Chicago, Illinois 60606-2607
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(Address of principal executive offices) (Zip Code)
(312) 207-0020
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(Registrant's telephone number, including area code)
Not applicable
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(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Documents incorporated by reference:
The First Amended and Restated Certificate and Agreement of Limited Partnership
filed as Exhibit A to the Partnership's Prospectus dated September 25, 1984,
included in the Partnership's Registration Statement on Form S-11, is
incorporated herein by reference in Part I of this report.
<PAGE>
BALANCE SHEETS
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
September 30,
1997 December 31,
(Unaudited) 1996
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<S> <C> <C>
ASSETS
Investment in commercial rental properties:
Land $ 2,887,600 $ 3,928,400
Buildings and improvements 14,018,900 18,171,900
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16,906,500 22,100,300
Accumulated depreciation and amortization (6,707,000) (7,684,100)
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Total investment properties, net of accumulated
depreciation and amortization 10,199,500 14,416,200
Cash and cash equivalents 3,803,300 1,925,700
Investment in debt securities 496,300
Rents receivable 383,700 436,000
Escrow deposits 79,100 19,600
Other assets (primarily loan acquisition costs,
net of accumulated amortization of $233,000 and
$221,900, respectively) 49,500 91,000
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$14,515,100 $17,384,800
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage loans payable $ 6,704,800 $11,194,100
Accounts payable and accrued expenses 655,600 569,800
Due to Affiliates 8,900 33,200
Security deposits 6,700 22,500
Other liabilities 224,500 38,700
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7,600,500 11,858,300
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Partners' capital:
General Partner (deficit) (82,100) (96,000)
Limited Partners (43,861 units issued and
outstanding) 6,996,700 5,622,500
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6,914,600 5,526,500
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$14,515,100 $17,384,800
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</TABLE>
STATEMENTS OF PARTNERS' CAPITAL
For the nine months ended September 30, 1997 (Unaudited) and the year ended
December 31, 1996
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Partners' (deficit) capital, January 1, 1996 $(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)
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Partners' (deficit) capital, December 31,
1996 (96,000) 5,622,500 5,526,500
Net income for the nine months ended
September 30, 1997 13,900 1,374,200 1,388,100
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Partners' (deficit) capital, September 30,
1997 $(82,100) $6,996,700 $6,914,600
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</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
STATEMENTS OF INCOME AND EXPENSES
For the quarters ended September 30, 1997 and 1996
(Unaudited)
(All dollars rounded to nearest 00s except per Unit amounts)
<TABLE>
<CAPTION>
1997 1996
- ------------------------------------------------------------------------------
<S> <C> <C>
Income:
Rental $848,000 $1,041,700
Interest 52,200 32,200
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900,200 1,073,900
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Expenses:
Interest 179,400 265,400
Depreciation and amortization 120,500 151,400
Property operating:
Affiliates 12,400 87,100
Nonaffiliates 241,200 232,400
Real estate taxes 99,700 117,900
Insurance--Affiliate 13,300 13,800
Repairs and maintenance 61,400 94,500
General and administrative:
Affiliates 2,200 6,900
Nonaffiliates 19,800 8,800
Additional expenses on sale of property 4,500
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754,400 978,200
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Net income $145,800 $ 95,700
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Net income allocated to General Partner $ 1,500 $ 1,000
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Net income allocated to Limited Partners $144,300 $ 94,700
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Net income allocated to Limited Partners per Unit (43,861
Units outstanding) $ 3.29 $ 2.16
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</TABLE>
STATEMENTS OF INCOME AND EXPENSES
For the nine months ended September 30, 1997 and 1996 (Unaudited)
(All dollars rounded to nearest 00s except per Unit amounts)
<TABLE>
<CAPTION>
1997 1996
- ------------------------------------------------------------------------
<S> <C> <C>
Income:
Rental $3,035,400 $3,184,900
Interest 122,900 96,400
Gain on sale of property 760,300
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3,918,600 3,281,300
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Expenses:
Interest 674,400 807,000
Depreciation and amortization 370,500 454,800
Property operating:
Affiliates 50,400 241,200
Nonaffiliates 748,100 625,000
Real estate taxes 294,300 375,000
Insurance--Affiliate 39,700 41,500
Repairs and maintenance 269,900 281,300
General and administrative:
Affiliates 9,400 23,100
Nonaffiliates 73,800 66,500
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2,530,500 2,915,400
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Net income $1,388,100 $ 365,900
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Net income allocated to General Partner $ 13,900 $ 3,700
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Net income allocated to Limited Partners $1,374,200 $ 362,200
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Net income allocated to Limited Partners per Unit
(43,861 Units outstanding) $ 31.33 $ 8.26
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</TABLE>
STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 1997 and 1996 (Unaudited)
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
1997 1996
- ----------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,388,100 $ 365,900
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 370,500 454,800
(Gain) on sale of Property (760,300)
Changes in assets and liabilities:
Decrease (increase) in rents receivable 52,300 (52,900)
(Increase) decrease in other assets (600) 1,400
Increase in accounts payable and accrued expenses 85,800 176,300
(Decrease) in due to Affiliates (24,300) (10,000)
Increase (decrease) in other liabilities 185,800 (60,000)
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Net cash provided by operating activities 1,297,300 875,500
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Cash flows from investing activities:
Payments for capital and tenant improvements (273,000)
Decrease in investments in debt securities 496,300
Proceeds from sale of Property 4,648,600
(Increase) decrease in escrow deposits (59,500) 48,700
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Net cash provided by (used for) investing activities 5,085,400 (224,300)
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Cash flows from financing activities:
Repayment of mortgage loan payable (3,819,800)
Principal payments on mortgage loans payable (669,500) (618,500)
Loan acquisition costs incurred (15,800)
(Decrease) increase in security deposits (15,800) 1,500
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Net cash (used for) financing activities (4,505,100) (632,800)
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Net increase in cash and cash equivalents 1,877,600 18,400
Cash and cash equivalents at the beginning of the period 1,925,700 2,464,100
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Cash and cash equivalents at the end of the period $ 3,803,300 $2,482,500
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Supplemental information:
Interest paid during the period $ 674,400 $ 774,300
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</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
September 30, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
DEFINITION OF SPECIAL TERMS:
Capitalized terms used in this report have the same meaning as those terms have
in the Partnership's Registration Statement filed with the Securities and
Exchange Commission on Form S-11. Definitions of these terms are contained in
Article III of the First Amended and Restated Certificate and Agreement of
Limited Partnership, which is included in the Registration Statement and
incorporated herein by reference.
ACCOUNTING POLICIES:
The financial statements have been prepared in accordance with generally
accepted accounting principles ("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 information included in these financial statements is unaudited;
however, in management's opinion, all adjustments (consisting of only normal,
recurring accruals) necessary for a fair presentation of the results of
operations for the periods included have been made. Results of operations for
the quarter and nine months ended September 30, 1997 are not necessarily
indicative of the operating results for the year ending December 31, 1997.
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.
Commercial rental property is 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 on the 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.
The Partnership evaluates its rental property when conditions exist which may
indicate that it is probable that the sum of expected future cash flows
(undiscounted) from such property is less than its carrying basis. Upon
determination that a permanent impairment has occurred, the rental property is
reduced to estimated fair value. Management was not aware of any indicator that
would result in a significant impairment loss during the periods reported.
Loan acquisition costs are amortized on the straight-line method over the term
of 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.
Property sales 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 is recognized in accordance with GAAP.
Cash equivalents are considered all highly liquid investments with a maturity
of three months or less when purchased.
Certain reclassifications have been made to the previously reported 1996
statements in order to provide comparability with the 1997 statements. These
reclassifications had no effect on net income or Partners' (deficit) capital.
Reference is made to the Partnership's annual report for the year ended
December 31, 1996 for a description of other accounting policies and additional
details of the Partnership's financial condition, results of operations,
changes in Partners' capital and changes in cash balances for the year then
ended. The details provided in the notes thereto have not changed except as a
result of normal transactions in the interim or as otherwise disclosed herein.
2. RELATED PARTY TRANSACTIONS:
In accordance with the Partnership Agreement, subsequent to September 24, 1985,
the Termination of the Offering, the General Partner is entitled to 10% of
distributable Cash Flow (as defined in the Partnership Agreement), as a
Partnership Management Fee. For the quarter and nine months ended September 30,
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 or
disposition of Partnership properties are allocated: first, after giving effect
to any distribution of Sale or Refinancing Proceeds from the transaction, to
all Partners with positive balances in their Capital Accounts, pro rata in
proportion to such respective
4
<PAGE>
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 quarter and nine months ended September 30, 1997, the
General Partner was allocated Net Profits of $1,500 and $13,900, respectively.
The allocation of Net Profits for the nine months ended September 30, 1997
included a gain on the sale of property of $7,600. The General Partner was
allocated 1% of the gain on the sale of property due to the fact that the gain
represented a partial recovery of the loss on provisions for value impairment
taken in prior periods which was allocated 1% to the General Partner and 99% to
the Limited Partners.
Fees and reimbursements paid and payable/(receivable) by the Partnership
to/from Affiliates during the quarter and nine months ended September 30, 1997
were as follows:
<TABLE>
<CAPTION>
Paid
----------------
Nine (Receivable)
Quarter Months Payable
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
Property management and leasing fees $ 5,600 $ 48,700 $(2,500)
Reimbursement of property insurance premiums,
at cost 23,800 39,700 None
Real estate commission (a) None None 10,000
Legal 13,700 31,500 None
Reimbursement of expenses, at cost:
--Accounting 1,200 6,500 900
--Investor communication 700 2,600 500
- ----------------------------------------------------------------------------
$45,000 $129,000 $ 8,900
- ----------------------------------------------------------------------------
</TABLE>
(a) As of September 30, 1997, 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 from the initial investment
date.
3. MORTGAGE LOANS PAYABLE:
Mortgage loans payable at September 30, 1997 and December 31, 1996 consisted of
the following non-recourse loans:
<TABLE>
<CAPTION>
Partnership's Share of
Principal Balance at Average
Property Pledged as ----------------------- Interest Maturity
Collateral 9/30/97 12/31/96 Rate Date
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Glendale Center Shopping Mall
(50%) $6,704,800 $ 7,339,500 10.12%(a) 1/1/99
Regency Park Shopping Center
(25%) (b) 3,854,600 (b) (b)
- ---------------------------------------------------------------------------
$6,704,800 $11,194,100
- ---------------------------------------------------------------------------
</TABLE>
(a) This interest rate represents the weighted average for the nine months
ended September 30, 1997. This interest rate is subject to change monthly
in accordance with the provisions of the loan agreement. As of September
30, 1997, the interest rate on this loan was 10.19%.
(b) The joint venture which owns Regency, in which the Partnership has a 25%
interest with Affiliated partnerships, repaid the mortgage collateralized
by Regency with proceeds from its sale. For further information regarding
the sale see Note 4.
For additional information regarding the mortgage loans payable, see Notes to
the Financial Statements included in the Partnership's Annual Report for the
year ended December 31, 1996.
4. PROPERTY SALE:
On June 16, 1997, the joint venture in which the Partnership has a 25%
interest, completed the sale of Regency Park Shopping Center, located in
Jacksonville, Florida, for a sale price of $19,325,000, of which the
Partnership's share was $4,831,250. The Partnership's share of net proceeds
from this transaction was $828,800, which is net of closing expenses and the
repayment of the mortgage loan encumbering the property. The Partnership
recorded a gain of $760,300 in connection with this sale. Net proceeds received
from this transaction have been added to working capital reserves.
5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the Partnership's annual report for the year ended
December 31, 1996, for a discussion of the Partnership's business.
OPERATIONS
The table below is a recap of the Partnership's share of certain operating
results of each of its remaining properties for the quarters and nine months
ended September 30, 1997 and 1996. The discussion following the table should be
read in conjunction with the financial statements and notes thereto appearing
in this report.
<TABLE>
<CAPTION>
Comparative Operating Results (a)
For the Quarters For the Nine Months
Ended Ended
9/30/97 9/30/96 9/30/97 9/30/96
- ------------------------------------------------------------
<S> <C> <C> <C> <C>
GLENDALE CENTER SHOPPING MALL (50%)
Rental revenues $847,900 $893,700 $2,747,800 $2,736,700
- ------------------------------------------------------------
Property net income $124,500 $ 78,100 $ 521,700 $ 357,900
- ------------------------------------------------------------
Average occupancy 89% 91% 90% 92%
- ------------------------------------------------------------
REGENCY PARK SHOPPING CENTER (25%) (B)
Rental revenues $148,000 $ 287,600 $ 448,200
- ------------------------------------------------------------
Property net income $ 1,100 $ 63,400 $ 1,300
- ------------------------------------------------------------
</TABLE>
(a) Excludes certain income and expense items which are not directly related to
individual property operating results such as Partnership interest income
and general and administrative expenses or are related to properties
previously owned by the Partnership.
(b) Property was sold on June 16, 1997. Property net income excludes the gain
recorded on the sale of the property. For further information see Note 4 of
Notes to Financial Statements.
Unless otherwise disclosed, discussions of fluctuations between 1997 and 1996
refer to both the quarters and nine months ended September 30, 1997 and 1996.
Net income increased by $50,100 and $1,022,200 for the quarter and nine months
ended September 30, 1997 when compared to the quarter and nine months ended
September 30, 1996, respectively. The increase for the nine month periods under
comparison was primarily due to the gain recognized on the sale of Regency Park
Shopping Center ("Regency"). The increase for the quarterly periods under
comparison was primarily due to the receipt of refunds of real estate taxes for
prior periods at Glendale and an increase in interest earned on the
Partnership's short-term investments due to an increase in cash available for
investment.
Net income, exclusive of the operating results and gain on sale of Regency,
increased by $60,100 and $199,900 for the quarterly and nine-month periods
under comparison, respectively. The increases were primarily due the receipt of
$150,000 as consideration for the early termination of a tenant's lease at
Glendale. Also contributing to the increases was an increase in interest earned
on the Partnership's short-term investments and refunds received for real
estate taxes at Glendale.
The following comparative discussion includes the results of Glendale only.
Rental revenues decreased by $45,800 or 5.1% for the quarter ended September
30, 1997 when compared to the quarter ended September 30, 1996. The decrease
was primarily the result of a decrease in base rental income which is
attributable to the erosion in the average occupancy.
Rental revenues increased by $11,100 or 0.4% for the nine months ended
September 30, 1997 when compared to the nine months ended September 30, 1996.
The increase was primarily due to a greater amount of consideration received
for the early termination of tenants' leases in 1997 when compared to 1996. The
increases were partially offset by a decrease in percentage rental income which
was due to diminished sales and a decrease in base rental income, which was the
result of the decrease in occupancy.
Real estate tax expense decreased by $60,000 for the nine-month periods under
comparison. The decrease was primarily due to a reduction in estimated expense
for 1997 due to a successful appeal for a reduction in the taxing authority's
assessed value of Glendale as well as the receipt of several years of refunds.
Real estate tax expense remained relatively unchanged for the quarterly periods
under comparison.
Interest expense decreased by $13,400 and $45,300 for the quarter and nine
months ended September 30, 1997 when compared to the quarter and nine months
ended September 30, 1996, respectively. The decreases were primarily due to the
effects of principal payments made during the past 21 months on the Glendale
mortgage loan.
Property operating expenses decreased by $49,100 and $41,100 for the quarter
and nine months ended September 30, 1997 when compared to the quarter and nine
months ended September 30, 1996. The decreases were primarily the result of a
decrease in personnel, professional, security and utility costs, partially
offset by an increase in advertising and promotional costs at Glendale.
Repairs and maintenance expenses decreased by $24,800 for the quarter ended
September 30, 1997 when compared to the quarter ended September 30, 1996. The
decrease was primarily due to a reduction in expenditures for signs and repairs
to the HVAC. Repairs and maintenance expenses remained relatively unchanged for
the nine-month periods under comparison.
To increase and/or maintain occupancy levels at the Partnership's remaining
property, the General Partner, through its Affiliated asset and unaffiliated
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 property 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.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
One of the Partnership's objectives is to dispose of its properties when market
conditions allow for the achievement of the maximum possible sales price. In
the interim, the Partnership continues to manage and maintain its remaining
property. Cash Flow (as defined in the Partnership Agreement) is generally not
equal to net income or cash flows as determined 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 determined by GAAP.
The following table includes a reconciliation of Cash Flow (as defined in the
Partnership Agreement) to net cash provided by operating activities as
determined by GAAP. Such amounts are not indicative of actual distributions to
Partners and should not necessarily be considered as an alternative to the
results disclosed in the Statements of Income and Expenses and Statements of
Cash Flow.
<TABLE>
<CAPTION>
Comparative Cash Flow
Results
For the Nine Months
Ended
9/30/97 9/30/96
- -----------------------------------------------------------------------------
<S> <C> <C>
Cash Flow (as defined in the Partnership Agreement) $ 328,800 $ 242,000
Items of reconciliation:
Principal payments on mortgage loans 669,500 578,700
Decrease (increase) in current assets 51,700 (51,500)
Increase in current liabilities 247,300 106,300
- -----------------------------------------------------------------------------
Net cash provided by operating activities $ 1,297,300 $ 875,500
- -----------------------------------------------------------------------------
Net cash provided by (used for) investing activities $ 5,085,400 $(224,300)
- -----------------------------------------------------------------------------
Net cash (used for) financing activities $(4,505,100) $(632,800)
- -----------------------------------------------------------------------------
</TABLE>
The increase in Cash Flow (as defined in the Partnership Agreement) of $86,800
for the nine months ended September 30, 1997 when compared to the nine months
ended September 30, 1996 was primarily due to the increase in net income,
exclusive of depreciation and amortization, at Glendale, partially offset by
increased principal payments on mortgage loans.
The increase in the Partnership's cash position of $1,877,600 for the nine
months ended September 30, 1997 was primarily the result of net cash provided
by operating activities, net proceeds from the sale of Regency and the
liquidation of the Partnership's investments in debt securities exceeding
regularly scheduled principal payments on mortgage debt.
The increase in net cash provided by operating activities of $421,800 for the
nine months ended September 30, 1997 when compared to the nine months ended
September 30, 1996 was primarily the result of the receipt of real estate tax
refunds at Glendale, together with an increase in net income, exclusive of
depreciation and amortization, as previously discussed.
Net cash (used for) provided by investing activities changed from $(224,300)
for the nine months ended September 30, 1996 to $5,085,400 for the nine months
ended September 30, 1997. The change was due to the proceeds received from the
sale of Regency, the liquidation of the Partnership's investment's in debt
securities and a decrease in expenditures for capital and tenant improvements
and leasing costs at the Partnership's properties. The Partnership maintains
working capital reserves to pay for capital expenditures such as building and
tenant improvements and leasing costs.
On June 16, 1997, the joint venture in which the Partnership owns a 25%
interest, completed the sale of Regency. The Partnership's share of the net
proceeds received from this transaction amounted to $828,800. Uncertainty
surrounding Glendale, as discussed below, made it necessary for the Partnership
to retain all proceeds received from the sale of Regency.
Net cash used for financing activities increased by $3,872,300 for the nine
months ended September 30, 1997 when compared to the nine months ended
September 30, 1996. The increase was due primarily to the repayment of the
mortgage loan collateralized by Regency in connection with its sale.
As more fully discussed in the Partnership's Annual Report for the year ended
December 31, 1996, there are issues related to the future tenancy level at
Glendale. It is currently uncertain whether one or both of its anchor tenants
will vacate at their lease termination dates (January 2001). The loss of either
or both tenants would have a dramatic negative impact on the operations of the
property. The General Partner is continuing to explore alternatives for
Glendale, which include, but are not limited to, pursuing other tenants and the
sale of the property.
As a result of the future tenancy matters at Glendale together with the cash
requirements of its mortgage loan, the General Partner believes that it is in
the best interest of the Partnership to retain all cash available. Accordingly,
distributions to Limited Partners continue to be suspended. The General Partner
believes that Cash Flow (as defined by the Partnership Agreement) is one of the
best and least expensive sources of cash available to the Partnership. For the
nine months ended September 30, 1997, Cash Flow (as defined by the Partnership
Agreement) of $328,800 was retained to supplement working capital reserves. The
amount of future distributions to Partners will ultimately be dependent upon
the performance of Glendale as well as the General Partner's determination of
the amount of cash necessary to supplement working capital reserves to meet
future liquidity requirements. 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 significantly less than such Limited
Partners' original Capital Investment.
7
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K:
- -----------------------------------------
(a) Exhibits: None
(b) Reports on Form 8-K:
There were no reports filed on Form 8-K for the quarter ended
September 30, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES X
By: FIRST CAPITAL FINANCIAL CORPORATION
GENERAL PARTNER
Date: November 14, 1997 By: /s/ DOUGLAS CROCKER II
----------------- -------------------------------------
DOUGLAS CROCKER II
President and Chief Executive Officer
Date: November 14, 1997 By: /s/ NORMAN M. FIELD
----------------- --------------------------------------
NORMAN M. FIELD
Vice President - Finance and Treasurer
<TABLE> <S> <C>
<PAGE>
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<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 3,803,300
<SECURITIES> 0
<RECEIVABLES> 383,700
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<PP&E> 16,906,500
<DEPRECIATION> 6,707,000
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<BONDS> 6,704,800
0
0
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