<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 March 31, 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
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(Exact name of registrant as specified in its charter)
Florida 59-2417973
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two North Riverside Plaza, Suite 1000, 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>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
March 31,
1999 December 31,
(Unaudited) 1998
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<S> <C> <C>
ASSETS
Investment in commercial rental property:
Land $ 2,887,600 $ 2,887,600
Buildings and improvements 12,019,600 12,019,600
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14,907,200 14,907,200
Accumulated depreciation and amortization (7,141,300) (7,141,300)
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Total investment property, net of accumulated
depreciation and amortization 7,765,900 7,765,900
Cash and cash equivalents 3,165,800 778,800
Investments in debt securities 985,400 3,495,000
Rents receivable 299,400 159,600
Escrow deposits 224,000 197,200
Other assets (including loan acquisition costs, net
of accumulated amortization of $161,900 and
$154,900, respectively) 36,400 41,600
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$12,476,900 $12,438,100
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage loan payable $ 4,953,400 $ 5,570,800
Accounts payable and accrued expenses 558,300 465,400
Due to Affiliates, net 11,000 11,600
Security deposits 10,000 10,000
Prepaid rent 181,600 62,700
Earnest money deposit 250,000 50,000
Other liabilities 225,400 225,400
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6,189,700 6,395,900
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Partners' capital:
General Partner (deficit) (88,300) (90,800)
Limited Partners (43,861 units issued and
outstanding) 6,375,500 6,133,000
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6,287,200 6,042,200
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$12,476,900 $12,438,100
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</TABLE>
STATEMENTS OF PARTNERS' CAPITAL
For the quarter ended March 31, 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)
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Partners' (deficit) capital, December 31,
1998 (90,800) 6,133,000 6,042,200
Net income for the quarter ended March 31,
1999 2,500 242,500 245,000
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Partners' (deficit) capital, March 31, 1999 $(88,300) $6,375,500 $6,287,200
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</TABLE>
The accompanying notes are an integral part of the financial statements
2
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STATEMENTS OF INCOME AND EXPENSES
For the quarters ended March 31, 1999 and 1998
(Unaudited)
(All dollars rounded to nearest 00sexcept per Unit amounts)
<TABLE>
<CAPTION>
1999 1998
- ----------------------------------------------------------------------------
<S> <C> <C>
Income:
Rental $714,800 $894,900
Interest 48,800 52,200
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763,600 947,100
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Expenses:
Interest 124,100 161,400
Depreciation and amortization 7,000 118,000
Property operating
Affiliates 3,200 5,300
Nonaffiliates 193,100 210,600
Real estate taxes 89,500 87,500
Insurance--Affiliates 13,800 12,100
Repairs and maintenance 52,500 53,200
General and administrative:
Affiliates 3,600 3,700
Nonaffiliates 31,800 22,700
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518,600 674,500
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Net income $245,000 $272,600
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Net income allocated to General Partner $ 2,500 $ 2,700
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Net income allocated to Limited Partners $242,500 $269,900
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Net income allocated to Limited Partners per Unit (43,861
Units outstanding) $ 5.53 $ 6.15
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</TABLE>
STATEMENTS OF CASH FLOWS
For the quarters ended March 31, 1999 and 1998
(Unaudited)
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
1999 1998
- ----------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 245,000 $ 272,600
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 7,000 118,000
Changes in assets and liabilities:
(Increase) in rents receivable (139,800) (8,800)
(Increase) in other assets (1,800) (63,600)
Increase in accounts payable and accrued expenses 92,900 108,000
(Decrease) increase in due to Affiliates (600) 19,800
Increase (decrease) in prepaid rent 118,900 (20,400)
Increase in other liabilities 127,100
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Net cash provided by operating activities 321,600 552,700
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Cash flows from investing activities:
Decrease (increase) in investments in debt securities 2,509,600 (992,400)
(Increase) in escrow deposits (26,800) (19,600)
Receipt of earnest money deposit 200,000
Payments for capital and tenant improvements (800)
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Net cash provided by (used for) investing activities 2,682,800 (1,012,800)
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Cash flows from financing activities:
Principal payments on mortgage loans payable (617,400) (410,200)
(Decrease) in security deposits (100)
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Net cash (used for) financing activities (617,400) (410,300)
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Net increase (decrease) in cash and cash equivalents 2,387,000 (870,400)
Cash and cash equivalents at the beginning of the period 778,800 2,842,100
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Cash and cash equivalents at the end of the period $3,165,800 $ 1,971,700
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Supplemental information:
Interest paid during the period $ 124,100 $ 161,400
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</TABLE>
The accompanying notes are an integral part of the financial statements
3
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
March 31, 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 that 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 three months ended March 31, 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 is 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 liquidate its
remaining operating assets. Management's main focus, therefore, is to prepare
its asset for sale and find a purchaser when market conditions warrant such an
action. The Partnership has two tenants who occupy 61% of the Partnership's
rental property. These tenants occupied 36% and 25% of the Partnership's
rentable space, respectively.
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 its estimated useful life.
Upon classifying a commercial rental property as held for disposition, no
further depreciation or amortization of such property is provided for in the
financial statements. 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 an 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 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 approximates fair market value. All of these
securities had a maturity of less than one year when purchased.
Certain reclassifications have been made to the 1998 statements in order to
provide comparability with the 1999 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, 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 three months ended March 31, 1999 and 1998, in conjunction with
the suspension of distributions 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
4
<PAGE>
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 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 quarters ended March 31, 1999 and 1998, the General
Partner was allocated Net Profits of $2,500 and $2,700, respectively.
Fees and reimbursements paid and payable by the Partnership to Affiliates
during the quarter ended March 31, 1999 were as follows:
<TABLE>
<CAPTION>
Paid Payable
- -------------------------------------------------------------
<S> <C> <C>
Asset management fees $ 2,300 None
Reimbursement of property insurance premiums 13,800 None
Real estate commission (a) None $10,000
Legal 1,700 None
Reimbursement of expenses, at cost:
-- Accounting 2,700 700
-- Investor communication 1,600 300
- -------------------------------------------------------------
$22,100 $11,000
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</TABLE>
The variance between amounts listed in this table and the income statement are
due to capitalized legal costs.
(a) As of March 31, 1999, 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. MORTGAGE LOAN PAYABLE:
Mortgage loan payable at March 31, 1999 and December 31, 1998 consisted of the
following non-recourse loan:
<TABLE>
<CAPTION>
Partnership's Share
of Principal Balance
at Average
Property Pledged as --------------------- Interest Maturity
Collateral 3/31/99 12/31/98 Rate (a) Date
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Glendale Center Shopping
Mall (50%) $4,953,400 $5,570,800 9.49% 1/1/2000 (b)
- ---------------------------------------------------------------------
</TABLE>
(a) This represents the weighted average interest rate for the three months
ended March 31, 1999. This interest rate is subject to monthly change in
accordance with the provisions of the loan agreement. As of April 1, 1999,
the interest rate on this loan was 9.44%.
(b) Upon meeting certain covenants, the Partnership has an option to extend the
maturity date to January 2001.
For additional information regarding the mortgage loan payable, see Notes to
the Financial Statements included in the Partnership's Annual Report for the
year ended December 31, 1998.
4. ASSET HELD FOR DISPOSITION:
The mortgage loan collateralized by Glendale matures in January 2000. While the
Partnership has the option to extend the maturity date for one year, the
exercise of such option would require the payment of a fee together with a
requirement to dedicate much of Glendale's cash flow to service the loan.
During the past three years, Glendale has experienced a reduction in its
occupancy. In addition, the leases for both of Glendale's anchor tenants,
representing approximately 61% of the net leasable square footage of the mall,
expire in January 2001. In connection with these issues, the General Partner
believes that it is in the best interest of the Partnership to sell the
property. Accordingly, effective October 1, 1998, the Partnership has
classified Glendale as "Held for Disposition".
The Partnership, through the joint venture that owns the property, has entered
into an agreement for the sale of Glendale. The contract contains contingencies
under which the purchaser may elect not to consummate the transaction. There
can be no assurance that the transaction contemplated by this agreement will
consummate. However, failure on the purchaser's part to close the transaction,
absent seller default or failure to satisfy the remaining contingencies, would
result in the forfeiture in favor of the Partnership of earnest money in the
amount of $250,000.
The Partnership's share of Glendale's operating results for the quarters ended
March 31, 1999 and 1998 was $232,200 and $245,100, respectively.
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, in addition to being in the operation of properties phase 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. Through March 31, 1999, the Partnership has sold or disposed of all
of its real property investments with the exception of its 50% interest in
Glendale Center Shopping Mall ("Glendale").
OPERATIONS
The table below is a recap of the Partnership's share of certain operating
results of Glendale for the quarters ended March 31, 1999 and 1998. 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
Ended
3/31/99 3/31/98
- ----------------------------------------
<S> <C> <C>
GLENDALE CENTER SHOPPING
MALL (50%)
Rental revenues $714,900 $894,700
- ----------------------------------------
Property net income $232,200 $245,100
- ----------------------------------------
Average occupancy 86% 88%
- ----------------------------------------
</TABLE>
(a) Excludes certain income and expense items, which are not directly related
to individual property operating results such as interest income and
general and administrative expenses.
Net income decreased by $27,600 for the three months ended March 31, 1999 when
compared to the three months ended March 31, 1998. The decrease was primarily
due to diminished operating results at Glendale.
Rental revenues decreased by $179,800 or 20.1% for the three-month periods
under comparison. The decrease was primarily due to a decrease in percentage
rental income, which was due to the 1999 recognition of rental income that is
contingent upon tenants achieving specified targets only to the extent that
such targets are achieved. The Partnership adopted this method for periods
beginning after July 1, 1998. Also contributing to the decrease was a decrease
in base rental income, which was due to the decline in average occupancy.
Depreciation and amortization expense decreased by $111,000 for the quarter
ended March 31, 1999 when compared to the quarter ended March 31, 1998. The
decrease was primarily due to the classification of Glendale as "Held for
Disposition", effective October 1, 1998, which precludes the recording of
depreciation and amortization.
Interest expense decreased by $37,300 for the periods under comparison. The
decrease was primarily due to the effects of principal payments made during the
past 15 months on the mortgage loan collateralized by Glendale.
Property operating expenses decreased by $19,600 for the periods under
comparison. The decrease was primarily due to a decrease in management fees,
which was due to the decline in rental revenues. The decrease was also due to a
decrease in professional services and utilities.
To increase and/or maintain the occupancy level at Glendale, the General
Partner, through its 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 property brochures; 2)
early renewal of existing tenants' leases and addressing any expansion needs
these tenants may have; 3) promotion of local broker events and networking with
local brokers; 4) networking with national level retailers; 5) cold-calling
other businesses and tenants in the market area; and 6) providing rental
concessions or competitively pricing rental rates depending on market
conditions.
LIQUIDITY AND CAPITAL RESOURCES
One of the Partnership's objectives is to dispose of its properties when market
conditions allow for the achievement of the maximum possible sales price. In
the interim, the Partnership continues to manage and maintain its remaining
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 Quarters Ended
3/31/99 3/31/98
- ---------------------------------------------------------------------------
<S> <C> <C>
Cash Flow (Deficit) (as defined in the
Partnership Agreement) $ (365,400) $ (19,600)
Items of reconciliation:
Principal payments on mortgage loans 617,400 410,200
(Increase) in current assets (141,600) (72,400)
Increase in current liabilities 211,200 234,500
- ---------------------------------------------------------------------------
Net cash provided by operating activities $ 321,600 $ 552,700
- ---------------------------------------------------------------------------
Net cash provided by (used for) investing
activities $ 2,682,800 $ (1,012,800)
- ---------------------------------------------------------------------------
Net cash (used for) financing activities $ (617,400) $ (410,300)
- ---------------------------------------------------------------------------
</TABLE>
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
The increase in the amount of Cash Flow (Deficit) (as defined in the
Partnership Agreement) of $345,800 for the three months ended March 31, 1999
when compared to the three months ended March 31, 1998 was primarily due to
increased principal payments on the Partnership's mortgage debt. The increase
was also due to diminished in operating results, net of depreciation and
amortization, as previously discussed.
The increase in the Partnership's cash position of $2,387,000 during the three
months ended March 31, 1999 was primarily the result of the maturity of a
portion of the Partnership's investments in debt securities. Exclusive of
investments in debt securities, principal payments on mortgage debt exceeded
net cash provided by operating activities. Liquid assets of the Partnership as
of March 31, 1999 were comprised of amounts held for working capital purposes.
The decrease in net cash provided by operating activities of $231,100 for the
three months ended March 31, 1999 when compared to the three months ended March
31, 1998 was primarily the result of the decrease in operating results, as
previously discussed, together with the timing of the collection of
receivables.
Net cash (used for) provided by investing activities changed from $(1,012,800)
for the three months ended March 31, 1998 to $2,682,800 for the three months
ended March 31, 1999. The change was primarily the result of the Partnership's
activities related to its investments in debt securities.
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 working capital
purposes. These investments are of investment grade and mature less than one
year from their date of purchase.
With the exception of variable rate mortgage debt, the Partnership has no
financial instruments for which there are significant risks. Based on variable
debt outstanding as of March 31, 1999, for every 1% change in interest rates,
the Partnership's annual interest expense would change by $49,500. 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.
Net cash used for financing activities increased by $207,100 for the three
months ended March 31, 1999 when compared to the three months ended March 31,
1998. The increase was primarily the result of the 1998 annual cash flow
principal payment made in February 1999 on the mortgage loan collateralized by
Glendale exceeding the comparable 1997 payment made in January 1998. The
Glendale mortgage loan agreement contains a provision that requires a portion
of the cash generated by Glendale be utilized to reduce the outstanding
principal balance. This mortgage loan matures in January 2000, subject to
fulfilling covenants that would provide the Partnership with an option to
extend the maturity date to January 2001. Any potential extension or
refinancing could result in the Partnership having to further reduce the
principal balance of the mortgage loan.
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, fixed assets, investor services, computer
hardware, telecommunications systems and health, security, fire and life safety
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 contingency plan. However, the General
Partner believes that based on the size of the Partnership's 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.
As discussed in the Partnership's 1998 annual report to Partners, the
Partnership continues to face uncertainty as to the future performance of
Glendale. Increased competition in the regional area has resulted in a
continued reduction in the sales at the two anchor tenants as well as the
specialty tenants at Glendale. The leases of the two anchor tenants at Glendale
expire in January 2001. It is still currently uncertain whether one or both of
its anchor tenants will vacate at their lease expiration dates. The loss of the
anchor tenants without suitable replacements could result in the loss of many
of the specialty tenants pursuant to contingency provisions within their
respective leases. The General Partner is continuing to pursue alternative
tenants as well as exploring other possible options for Glendale. In addition
to the issue related to the future tenancy levels at Glendale, the mortgage
loan secured by Glendale matures on January 1, 2000. The Partnership has
entered into a contract for the sale of the property. While the potential
purchaser has deposited $250,000 ($200,000 of which was received in 1999) of
earnest money funds with the Partnership, there can be no assurance that the
transaction contemplated by the contract will be consummated. For additional
information, see Note 4 of Notes to Financial Statements.
As a result of the future tenancy matters at Glendale, together with the
requirements of its mortgage loan, both referred to above, 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. 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
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
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 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
Contribution.
8
<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 during the quarter ended
March 31, 1999.
<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: May 13, 1999 By: /s/ DOUGLAS CROCKER II
------------ --------------------------------------
DOUGLAS CROCKER II
President and Chief Executive Officer
Date: May 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 3,165,800
<SECURITIES> 985,400
<RECEIVABLES> 299,400
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,674,600
<PP&E> 14,907,200
<DEPRECIATION> 7,141,300
<TOTAL-ASSETS> 12,476,900
<CURRENT-LIABILITIES> 750,900
<BONDS> 4,953,400
0
0
<COMMON> 0
<OTHER-SE> 6,287,200
<TOTAL-LIABILITY-AND-EQUITY> 12,476,900
<SALES> 0
<TOTAL-REVENUES> 714,800
<CGS> 0
<TOTAL-COSTS> 352,100
<OTHER-EXPENSES> 35,400
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 124,100
<INCOME-PRETAX> 245,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 245,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 245,000
<EPS-PRIMARY> 5.53
<EPS-DILUTED> 5.53
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