<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended June 30, 1999
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OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-14121
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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 700, Chicago, Illinois 60606-2607
- ---------------------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
(312) 207-0020
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(Registrant's telephone number, including area code)
Not applicable
- --------------------------------------------------------------------------------
(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>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
June 30,
1999 December 31,
(Unaudited) 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investment in commercial rental property:
Land $ $ 2,887,600
Buildings and improvements 12,019,600
- ------------------------------------------------------------------------------
14,907,200
Accumulated depreciation and amortization (7,141,300)
- ------------------------------------------------------------------------------
Total investment property, net of accumulated
depreciation and amortization 7,765,900
Cash and cash equivalents 2,981,400 778,800
Investments in debt securities 3,976,300 3,495,000
Rents receivable 159,600
Escrow deposits 197,200
Other assets (including loan acquisition costs, net
of accumulated amortization of $0 and $154,900,
respectively) 41,600
- ------------------------------------------------------------------------------
$6,957,700 $12,438,100
- ------------------------------------------------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage loan payable $ $ 5,570,800
Distribution payable 4,259,300
Accounts payable and accrued expenses 40,100 465,400
Due to Affiliates 9,200 11,600
Prepaid rent 62,700
Security deposits 10,000
Earnest money deposit 50,000
Other liabilities 379,500 225,400
- ------------------------------------------------------------------------------
4,688,100 6,395,900
- ------------------------------------------------------------------------------
Partners' capital:
General Partner (deficit) (85,900) (90,800)
Limited Partners (43,861 units issued and
outstanding) 2,355,500 6,133,000
- ------------------------------------------------------------------------------
2,269,600 6,042,200
- ------------------------------------------------------------------------------
$6,957,700 $12,438,100
- ------------------------------------------------------------------------------
</TABLE>
STATEMENTS OF PARTNERS' CAPITAL
For the six months ended June 30, 1999 (Unaudited)
and the year ended December 31, 1998
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Partners' (deficit) capital, January 1, 1998 $(80,400) $7,166,900 $7,086,500
Net (loss) for the year ended
December 31, 1998 (10,400) (1,033,900) (1,044,300)
- -------------------------------------------------------------------------------
Partners' (deficit) capital,
December 31, 1998 (90,800) 6,133,000 6,042,200
Net income for the six months ended
June 30, 1999 4,900 481,800 486,700
Distributions for the six months ended June
30, 1999 (4,259,300) (4,259,300)
- -------------------------------------------------------------------------------
Partners' (deficit) capital, June 30, 1999 $(85,900) $2,355,500 $2,269,600
- -------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements
2
<PAGE>
STATEMENTS OF INCOME AND EXPENSES
For quarter ended June 30, 1999 and 1998
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
<TABLE>
<CAPTION>
1999 1998
- ----------------------------------------------------------------------------
<S> <C> <C>
Income:
Rental $421,300 $823,100
Interest 64,300 55,700
Other 10,000
Gain on sale of property 35,900
- ----------------------------------------------------------------------------
531,500 878,800
- ----------------------------------------------------------------------------
Expenses:
Interest 67,100 156,800
Depreciation and amortization 4,600 118,000
Property operating:
Affiliates 3,200 15,300
Nonaffiliates 93,200 203,800
Real estate taxes 42,200 88,100
Insurance -- Affiliate 6,600 12,200
Repairs and maintenance 49,700 55,400
General and administrative:
Affiliates 3,300 3,000
Nonaffiliates 19,900 30,900
- ----------------------------------------------------------------------------
289,800 683,500
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Net income $241,700 $195,300
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Net income allocated to General Partner $ 2,400 $ 2,000
- ----------------------------------------------------------------------------
Net income allocated to Limited Partners $239,300 $193,300
- ----------------------------------------------------------------------------
Net income allocated to Limited Partners per Unit (43,861
Units outstanding) $ 5.46 $ 4.41
- ----------------------------------------------------------------------------
</TABLE>
STATEMENTS OF INCOME AND EXPENSES
For the six months ended June 30, 1999 and 1998
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
<TABLE>
<CAPTION>
1999 1998
- ------------------------------------------------------------------------
<S> <C> <C>
Income:
Rental $1,136,100 $1,718,000
Interest 113,100 107,900
Other 10,000
Gain on sale of property 35,900
- ------------------------------------------------------------------------
1,295,100 1,825,900
- ------------------------------------------------------------------------
Expenses:
Interest 191,200 318,200
Depreciation and amortization 11,600 236,000
Property operating:
Affiliates 6,400 20,600
Nonaffiliates 286,300 414,400
Real estate taxes 131,700 175,600
Insurance -- Affiliate 20,400 24,300
Repairs and maintenance 102,200 108,600
General and administrative:
Affiliates 6,900 6,700
Nonaffiliates 51,700 53,600
- ------------------------------------------------------------------------
808,400 1,358,000
- ------------------------------------------------------------------------
Net income $ 486,700 $ 467,900
- ------------------------------------------------------------------------
Net income allocated to General Partner $ 4,900 $ 4,700
- ------------------------------------------------------------------------
Net income allocated to Limited Partners $ 481,800 $ 463,200
- ------------------------------------------------------------------------
Net income allocated to Limited Partners per Unit
(43,861 Units outstanding) $ 10.98 $ 10.56
- ------------------------------------------------------------------------
</TABLE>
STATEMENTS OF CASH FLOWS
For the six months ended June 30, 1999 and 1998
(Unaudited)
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
1999 1998
- ---------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 486,700 $ 467,900
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 11,600 236,000
(Gain) on sale of Property (35,900)
Changes in assets and liabilities:
Decrease in rents receivable 159,600 60,400
Decrease (increase) in other assets 13,700 (70,200)
(Decrease) increase in accounts payable and accrued
expenses (425,300) 9,600
(Decrease) increase in due to Affiliates (2,400) 23,700
(Decrease) in prepaid rent (62,700) (20,400)
Increase in other liabilities 154,100 127,100
- ---------------------------------------------------------------------------------
Net cash provided by operating activities 299,400 834,100
- ---------------------------------------------------------------------------------
Cash flows from investing activities:
Payments for capital and tenant improvements (700)
(Increase) in investments in debt securities (481,300) (498,900)
Proceeds from sale of Property 7,818,100
(Reduction) of earnest money deposit (50,000)
Decrease (increase) in escrow deposits 197,200 (39,100)
- ---------------------------------------------------------------------------------
Net cash provided by (used for) investing activities 7,484,000 (538,700)
- ---------------------------------------------------------------------------------
Cash flows from financing activities:
Repayment of mortgage loan payable (4,898,400)
Principal payments on mortgage loan payable (672,400) (561,300)
(Decrease) in security deposits (10,000) (1,900)
- ---------------------------------------------------------------------------------
Net cash (used for) financing activities (5,580,800) (563,200)
- ---------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 2,202,600 (267,800)
Cash and cash equivalents at the beginning of the period 778,800 2,842,100
- ---------------------------------------------------------------------------------
Cash and cash equivalents at the end of the period $2,981,400 $2,574,300
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Supplemental information:
Interest paid during the period $ 191,200 $ 318,200
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</TABLE>
The accompanying notes are an integral part of the financial statements
3
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
June 30, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
DEFINITION OF SPECIAL TERMS:
Capitalized terms used in this report have the same meaning as those terms have
in the Partnership's Registration Statement filed with the Securities and
Exchange Commission on Form S-11. Definitions of these terms are contained in
Article III of the First Amended and Restated Certificate and Agreement of
Limited Partnership, which is 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"). The Partnership utilizes the accrual
method of accounting. Under this method, revenues are recorded when earned and
expenses are recorded when incurred. Effective July 1, 1998, the Partnership
recognizes rental income that is contingent upon tenants achieving specified
targets, only to the extent such targets are achieved.
Preparation of the Partnership's financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
The financial information included in these financial statements is unaudited;
however, in management's opinion, all adjustments (consisting of only normal,
recurring accruals) necessary for a fair presentation of the results of
operations for the periods included have been made. Results of operations for
the quarter and six months ended June 30, 1999 are not necessarily indicative
of the operating results for the year ending December 31, 1999.
The financial statements include the Partnership's 50% interest in a joint
venture with an Affiliated partnership. The joint venture was formed for the
purpose of acquiring a 100% interest in certain real property and until its May
21, 1999 sale was 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 is included in the
financial statements.
The Partnership has one reportable segment as the Partnership is in the
disposition phase of its life cycle, wherein it is seeking to resolve post-
closing matters related to the properties sold by the Partnership.
Commercial rental property held for investment 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 for impairment 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.
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 corporate debt securities and
obligations of the United States government and are classified as held-to-
maturity. These investments are carried at their amortized cost basis in the
financial statements, which approximated fair market value. All of these
securities had a maturity of less than one year when purchased.
Reference is made to the Partnership's Annual Report for the year ended
December 31, 1998 for a description of other accounting policies and additional
details of the Partnership's financial condition, results of operations,
changes in Partners' capital and changes in cash balances for the year then
ended. The details provided in the notes thereto have not changed except as a
result of normal transactions in the interim or as otherwise disclosed herein.
2. RELATED PARTY TRANSACTIONS:
In accordance with the Partnership Agreement, subsequent to September 24, 1985,
the Termination of the Offering, the General Partner is entitled to 10% of Cash
Flow (as defined in the Partnership Agreement), as a Partnership Management
Fee. For the quarter and six months ended June 30, 1999, 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 or provision
4
<PAGE>
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 quarter and six months
ended June 30, 1999, the General Partner was allocated Net Profits of $2,400
and $4,900, respectively, which included a gain on the sale of property of
$400. For the quarter and six months ended June 30, 1998, the General Partner
was allocated Net Profits of $2,000 and $4,700, respectively.
Fees and reimbursements paid and payable by the Partnership to Affiliates
during the quarter and six months ended June 30, 1999 were as follows:
<TABLE>
<CAPTION>
Paid
---------------
Six
Quarter Months Payable
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Asset Management Fees $ 2,300 $ 4,600 None
Reimbursement of property insurance premiums 6,600 20,400 None
Legal 9,500 11,200 7,500
Reimbursement of expenses, at cost:
-- Accounting 1,400 4,100 1,100
-- Investor communication 1,000 2,600 600
- ---------------------------------------------------------------------
$20,800 $42,900 $9,200
- ---------------------------------------------------------------------
</TABLE>
As of March 31, 1999, the Partnership had a recorded liability in the amount of
$10,000 payable to the General Partner for real estate commissions earned in
connection with the sale of a Partnership property. Under the terms of the
Partnership Agreement, these commissions were not to 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 from the initial date of investment) of 6% simple interest per annum
on their Capital Investment. During the quarter ended June 30, 1999, following
the sale of Partnership's last property, it was determined that the requirement
would not be fulfilled and, accordingly, the liability was written off as other
income.
3. PROPERTY SALE AND SPECIAL DISTRIBUTION:
On May 21, 1999, a joint venture in which the Partnership owned a 50% interest
consummated the sale of Glendale Center Shopping Mall, located in Indianapolis,
Indiana. The sale price was $15,700,000. The Partnership's share of Sale
Proceeds from this transaction was approximately $2,919,700, which was net of
actual and estimated closing expenses and the repayment of the mortgage loan
encumbering the property. The Partnership recorded a gain of $35,900 in
connection with this sale and will distribute $2,899,700 or $66.11 per Unit on
November 30, 1999 to Limited Partners of record as of May 21, 1999. In
addition, the General Partner believes that with the sale of the Partnership's
remaining real estate asset, the Partnership's need for cash reserves has been
lessened. Accordingly, the Partnership has declared a special distribution in
the amount of $1,359,700 or $31.00 per Unit, which will be paid on November 30,
1999 to Limited Partners of record as of May 21, 1999.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the Partnership's Annual Report for the year ended
December 31, 1998, for a discussion of the Partnership's business.
Statements contained in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, which are not historical facts, may be
forward-looking statements. Such statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially from those
projected. Readers are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date hereof.
The Partnership is in 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 interests are sold since the Partnership no longer receives income
generated from such real property interests. During the quarter ended June 30,
1999, the Partnership sold its remaining real property investment.
OPERATIONS
Net income increased by $46,400 and $18,800 for the quarter and six months
ended June 30, 1999 when compared to the quarter and six months ended June 30,
1998, respectively. The increases were primarily due to the gain recorded in
1999 on the sale of Glendale Center Shopping Mall ("Glendale"). Operating
results at Glendale remained relatively unchanged during the periods under
comparison. The decrease in 1999 operating results due to the sale of Glendale
was offset by the elimination of depreciation expense in connection with the
classification of Glendale as "Held for Disposition".
Rental revenues decreased by $401,800 or 49% and $581,900 or 34% for the
quarter and six months ended June 30, 1999 when compared to the quarter and six
months ended June 30, 1998, respectively. The decreases were due to the effect
of 1999 sale of Glendale.
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
May 1999, the Partnership sold 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
Six Months Ended
----------------------
6/30/99 6/30/98
- -------------------------------------------------------------------------------
<S> <C> <C>
Cash (Deficit) Flow (as defined in the Partnership
Agreement)............................................ $ (210,000) $ 142,600
Items of reconciliation:
Principal payments on mortgage loans 672,400 561,300
Decrease (increase) in current assets 173,300 (9,800)
(Decrease) increase in current liabilities (336,300) 140,000
- -------------------------------------------------------------------------------
Net cash provided by operating activities $ 299,400 $ 834,100
- -------------------------------------------------------------------------------
Net cash provided by (used for) investing activities $ 7,484,000 $(538,700)
- -------------------------------------------------------------------------------
Net cash (used for) financing activities $(5,580,800) $(563,200)
- -------------------------------------------------------------------------------
</TABLE>
The diminishment in the amount of Cash Flow (as defined in the Partnership
Agreement) of $352,600 for the six months ended June 30, 1999 when compared to
the six months ended June 30, 1998 was primarily due to an increase in
principal payments on the mortgage loan collateralized by Glendale. The change
was also due to a decrease in operating results at Glendale, exclusive of gain
on sale and depreciation and amortization.
The increase in the Partnership's cash position of $2,202,600 for the six
months ended June 30, 1999 was primarily the result of the receipt of proceeds
from the sale Glendale less the repayment of the mortgage loan encumbering the
property. Regularly scheduled principal payments on Glendale's mortgage debt
(prior to its sale) and net increases in the Partnership's investments in debt
securities exceeded net cash provided by operating activities.
The decrease in net cash provided by operating activities of $534,700 for the
six months ended June 30, 1999 when compared to the six months ended June 30,
1998 was primarily due to the timing of the payment of certain expenses at
Glendale. Many of these payments were accelerated through credits provided to
the purchaser in connection with the sale of the property. In addition, the
decrease was also due to the decrease in operating results at Glendale,
exclusive of gain on sale and depreciation and amortization.
Net cash (used for) provided by investing activities changed from $(538,700)
for the six months ended June 30, 1998 to $7,484,000 for the six months ended
June 30, 1999. The change was primarily due to the proceeds generated from the
1999 sale of Glendale.
Investments in debt securities are a result of the continued extension of the
maturities of certain of the Partnership's short-term investments in an effort
to maximize the return on these amounts as they are held for post closing
matters related to the Partnership's properties. These investments are of
investment grade and mature less than one year from their date of purchase.
With the repayment of the Partnership's variable rate mortgage debt the
Partnership has no financial instruments for which there are significant risks.
Due to the timing of the maturities and liquid nature of the Partnership's
investments in debt securities, the Partnership does not believe that it has
material market risk.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
On May 21, 1999, the joint venture in which the Partnership owned a 50%
interest consummated the sale of Glendale for a sale price of $15,700,000. The
Partnership's share of Sale Proceeds, net of actual and estimated closing
expenses and the repayment of the mortgage loan encumbering the property
amounted to $2,919,700. The Partnership will distribute $2,899,700 or $66.11
per Unit on November 30, 1999 to Limited Partners of record as of May 21, 1999.
In addition, the General Partner believes that with the sale of the
Partnership's remaining property the Partnership's need for cash reserves has
been lessened. Accordingly, the Partnership has declared a special distribution
in the amount of $1,359,700 or $31.00 per Unit, which will be paid on November
30, 1999 to Limited Partners of record as of May 21, 1999.
Net cash used for financing activities increased by $5,017,600 for the six
months ended June 30, 1999 when compared to the six months ended June 30, 1998.
The increase was due primarily to the 1999 repayment of the mortgage loan
collateralized by Glendale.
The Year 2000 problem is the result of the inability of existing computer
programs to distinguish between a year beginning with "20" rather than "19".
This is the result of computer programs using two rather than four digits to
define an applicable year. If not corrected, any program having time-sensitive
software may recognize a date using "00" as the year 1900 rather than year
2000. This could result in a variety of problems including miscalculations,
loss of data and failure of entire systems. Critical areas that could be
effected are accounts receivable and rent collections, accounts payable,
general ledger, cash management, investor services, computer hardware and
telecommunications systems.
The Partnership has engaged Affiliated and unaffiliated entities to perform all
of its critical functions that utilize software that may have time-sensitive
applications. All of these service providers are providing these services for
their own organizations as well as for their clients. The General Partner, on
behalf of the Partnership, has been in close communication with each of these
service providers regarding the steps that they are taking to assure that there
will be no serious interruption of the operations of the Partnership resulting
from Year 2000 problems. Based on the results of these inquiries, as well as a
review of the disclosures by these service providers, the General Partner
believes that the Partnership will be able to continue normal business
operations and will incur no material costs related to Year 2000 issues.
The Partnership has not formulated a written contingency plan. However, the
General Partner believes that based on the status of the Partnership's real
estate portfolio and its limited number of transactions, aside from
catastrophic failures of banks, governmental agencies, etc., it could carry out
substantially all of its critical operations on a manual basis or easily
convert to systems that are Year 2000 compliant.
The General Partner has begun the process of wrapping-up the Partnership's
affairs. This process, which is expected to be completed in the second quarter
of 2000, includes resolution of all post-closing property and Partnership
matters together with the expiration of representations and warranties included
in the contract for the sale of Glendale. Following the resolution of post-
closing property matters and the establishment of a reserve for contingencies
and wrap-up expenses, the General Partner will make a liquidating distribution
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:
A report filed on Form 8-K on June 4, 1999 reporting the sale of Glendale
Center Shopping Mall.
<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: August 13, 1999 By: /s/ DOUGLAS CROCKER II
--------------- ------------------------------------------
DOUGLAS CROCKER II
President and Chief Executive Officer
Date: August 13, 1999 By: /s/ NORMAN M. FIELD
--------------- -------------------------------------------
NORMAN M. FIELD
Vice President - Finance and Treasurer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 2,981,400
<SECURITIES> 3,976,300
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,957,700
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,957,700
<CURRENT-LIABILITIES> 4,308,600
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,269,600
<TOTAL-LIABILITY-AND-EQUITY> 6,957,700
<SALES> 0
<TOTAL-REVENUES> 1,295,100
<CGS> 0
<TOTAL-COSTS> 547,000
<OTHER-EXPENSES> 58,600
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 191,200
<INCOME-PRETAX> 486,700
<INCOME-TAX> 0
<INCOME-CONTINUING> 486,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 486,700
<EPS-BASIC> 10.98
<EPS-DILUTED> 10.98
</TABLE>
