<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
---------------
FORM 10-Q
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[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE PERIOD ENDED SEPTEMBER 30, 2000
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-14121
FIRST CAPITAL INCOME PROPERTIES, LTD.--SERIES X
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-2417973
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
TWO NORTH RIVERSIDE PLAZA, 60606-2607
SUITE 600, (ZIP CODE)
CHICAGO, ILLINOIS
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
(312) 207-0020
(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.
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<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, 1999, 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 has substantially completed the disposition phase of its life
cycle. The Partnership sold its remaining real property investments and is
working toward resolution of post-closing property sale matters.
OPERATIONS
Net income decreased by $55,200 and $491,900 for quarter and nine months ended
September 30, 2000 when compared to the quarter and nine months ended September
30, 1999. The decreases were due to decreases in interest earned on the
Partnership's short-term investments, which was primarily due to a decrease in
cash available for investment resulting from a November 1999 special cash
distribution to Limited Partners. The decrease for the comparable nine-month
periods was also due to the absence of operating results in 2000 resulting from
the May 1999 sale of Glendale Center Shopping Mall ("Glendale").
LIQUIDITY AND CAPITAL RESOURCES
The increase in the Partnership's cash position of $1,256,300 for the nine
months ended September 30, 2000 was primarily the result of the maturity of the
Partnership's investments in debt securities. Liquid assets of the Partnership
as of September 30, 2000 were comprised of amounts held for post property-sale
matters and Partnership liquidation expenses.
The decrease in net cash provided by operating activities of $371,400 for the
nine months ended September 30, 2000 when compared to the nine months ended
September 30, 1999 was primarily the result of the decrease in net income, as
previously discussed. The decrease was partially offset by the 1999
satisfaction of liabilities in connection with the sale of Glendale.
Net cash provided by investing activities decreased by $4,352,800 for the nine
months ended September 30, 2000 when compared to the nine months ended
September 30, 1999. The decrease was primarily due to the proceeds generated
from the 1999 sale of Glendale.
The Partnership has no financial instruments for which there are significant
risks.
Net cash used for financing activities decreased by $5,580,800 for the nine
months ended September 30, 2000 when compared to the nine months ended
September 30, 1999. The decrease was due primarily to the 1999 repayment of the
mortgage loan collateralized by Glendale.
The Partnership is a party to appeals of real estate taxes of the 1270 Wilson
Building for fiscal years 1991 and 1992 and for the Fashion Atrium Building for
fiscal years 1992 and 1993. During these periods, the Partnership owned a 50%
interest in the joint venture that owned the Fashion Atrium Building. There can
be no assurance as to the amount that will be realized or the timing of such
realization.
The General Partner is in the process of wrapping-up the Partnership's affairs.
This process includes resolution of all post-closing property and Partnership
matters including real estate tax appeals referred to above. Following the
resolution of post-closing 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, 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 Contribution.
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
September 30,
2000 December 31,
(Unaudited) 1999
---------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $2,892,000 $1,635,700
Investment in debt securities 1,240,600
---------------------------------------------------------------------
$2,892,000 $2,876,300
---------------------------------------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued expenses $ 25,500 $ 54,200
Due to Affiliates 1,000 3,300
Other liabilities 358,500 389,700
---------------------------------------------------------------------
385,000 447,200
---------------------------------------------------------------------
Partners' capital:
General Partner (deficit) (83,500) (84,300)
Limited Partners (43,861 units issued and
outstanding) 2,590,500 2,513,400
---------------------------------------------------------------------
2,507,000 2,429,100
---------------------------------------------------------------------
$2,892,000 $2,876,300
---------------------------------------------------------------------
</TABLE>
STATEMENTS OF PARTNERS' CAPITAL
For the Nine Months Ended September 30, 2000 (Unaudited)
and the Year Ended December 31, 1999
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
-------------------------------------------------------------------------
<S> <C> <C> <C>
Partners' (deficit) capital,
January 1, 1999 $(90,800) $ 6,133,000 $ 6,042,200
Net income for the year ended
December 31, 1999 6,500 639,700 646,200
Distributions for the year ended
December 31, 1999 (4,259,300) (4,259,300)
-------------------------------------------------------------------------
Partners' (deficit) capital,
December 31, 1999 (84,300) 2,513,400 2,429,100
Net income for the nine months ended
September 30, 2000 800 77,100 77,900
-------------------------------------------------------------------------
Partners' (deficit) capital,
September 30, 2000 $(83,500) $ 2,590,500 $ 2,507,000
-------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements
3
<PAGE>
STATEMENTS OF INCOME AND EXPENSES
For the Quarters Ended September 30, 2000 and 1999
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
<TABLE>
<CAPTION>
2000 1999
-----------------------------------------------------------------------
<S> <C> <C>
Income:
Rental $ 900 $ 5,500
Interest 46,000 88,200
-----------------------------------------------------------------------
46,900 93,700
-----------------------------------------------------------------------
Expenses:
Property operating 1,400
Real estate taxes (13,500)
Repairs and maintenance 300
General and administrative:
Affiliates 2,100 6,200
Nonaffiliates 16,900 16,200
-----------------------------------------------------------------------
19,000 10,600
-----------------------------------------------------------------------
Net income $27,900 $ 83,100
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Net income allocated to General Partner $ 300 $ 800
-----------------------------------------------------------------------
Net income allocated to Limited Partners $27,600 $ 82,300
-----------------------------------------------------------------------
Net income allocated to Limited Partners per Unit
(43,861 Units outstanding) $ 0.63 $ 1.88
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STATEMENTS OF INCOME AND EXPENSES
For the Nine Months Ended September 30, 2000 and 1999
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
<CAPTION>
2000 1999
-----------------------------------------------------------------------
<S> <C> <C>
Income:
Rental $ 3,500 $1,141,600
Interest 128,200 201,300
Other 10,000
Gain on sale of property 35,900
-----------------------------------------------------------------------
131,700 1,388,800
-----------------------------------------------------------------------
Expenses:
Interest 191,200
Depreciation and amortization 11,600
Property operating:
Affiliates 6,400
Nonaffiliates 287,700
Real estate taxes 118,200
Insurance--Affiliate 20,400
Repairs and maintenance 102,500
General and administrative:
Affiliates 8,200 13,100
Nonaffiliates 45,600 67,900
-----------------------------------------------------------------------
53,800 819,000
-----------------------------------------------------------------------
Net income $ 77,900 $ 569,800
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Net income allocated to General Partner $ 800 $ 5,700
-----------------------------------------------------------------------
Net income allocated to Limited Partners $ 77,100 $ 564,100
-----------------------------------------------------------------------
Net income allocated to Limited Partners per Unit
(43,861 Units outstanding) $ 1.76 $ 12.86
-----------------------------------------------------------------------
</TABLE>
STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2000 and 1999
(Unaudited)
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
2000 1999
-------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 77,900 $ 569,800
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 11,600
(Gain) on sale of Property (35,900)
Changes in assets and liabilities:
Decrease in rents receivable 159,600
Decrease in other assets 13,700
(Decrease) in accounts payable and accrued expenses (28,700) (415,400)
(Decrease) in due to Affiliates (2,300) (5,500)
(Decrease) in prepaid rent (62,700)
(Decrease) increase in other liabilities (31,200) 151,900
-------------------------------------------------------------------------------
Net cash provided by operating activities 15,700 387,100
-------------------------------------------------------------------------------
Cash flows from investing activities:
Decrease (increase) in investments in debt securities 1,240,600 (2,371,900)
Proceeds from sale of Property 7,818,100
(Reduction) of earnest money deposit (50,000)
Decrease in escrow deposits 197,200
-------------------------------------------------------------------------------
Net cash provided by investing activities 1,240,600 5,593,400
-------------------------------------------------------------------------------
Cash flows from financing activities:
Repayment of mortgage loan payable (4,898,400)
Principal payments on mortgage loan payable (672,400)
(Decrease) in security deposits (10,000)
-------------------------------------------------------------------------------
Net cash (used for) financing activities -- (5,580,800)
-------------------------------------------------------------------------------
Net increase in cash and cash equivalents 1,256,300 399,700
Cash and cash equivalents at the beginning of the
period 1,635,700 778,800
-------------------------------------------------------------------------------
Cash and cash equivalents at the end of the period $2,892,000 $ 1,178,500
-------------------------------------------------------------------------------
Supplemental information:
Interest paid during the period $ -- $ 191,200
-------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements
4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
September 30, 2000
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 Partnership sold its remaining property during 1999. The Partnership is in
the process of resolving post-closing matters related to the sold properties,
which include reprorations, adjustments and the real estate tax appeals
disclosed in Note 3. Upon completion of this process, together with the
resolution of other pending matters, the Partnership will make a liquidating
distribution to Partners and dissolve.
The financial statements have been prepared in accordance with accounting
principles generally accepted in the United States ("GAAP"). The Partnership
utilizes the accrual method of accounting. Under this method, revenues are
recorded when earned and expenses are recorded when incurred. 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 nine months ended September 30, 2000 are not necessarily
indicative of the operating results for the year ending December 31, 2000.
The financial statements include the Partnership's 50% interest in a joint
venture with an Affiliated partnership. This 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.
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.
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, 1999 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 nine months ended September 30, 2000 and 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 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 nine months ended September 30, 2000, the
General Partner was allocated net Profits of $300 and $800. For the quarter and
nine months ended September 30, 1999, the General Partner was allocated Net
Profits of $800
5
<PAGE>
and $5,700, respectively, which included a gain on the sale of property of $400
for the nine months ended September 30, 1999.
Fees and reimbursements paid and payable by the Partnership to Affiliates
during the quarter and nine months ended September 30, 2000 were as follows:
<TABLE>
<CAPTION>
Paid
-------------------
Quarter Nine Months Payable
----------------------------------------------------------------
<S> <C> <C> <C>
Asset management fees $ 400 $ 1,200 None
Reimbursement of expenses, at cost:
--Accounting -- 3,600 None
--Investor communications 1,000 5,700 1,000
----------------------------------------------------------------
$1,400 $10,500 $1,000
----------------------------------------------------------------
</TABLE>
3. REAL ESTATE TAX APPEALS:
The Partnership is a party to appeals of real estate taxes of 1270 Wilson
Building for fiscal years 1991 and 1992 and for the Fashion Atrium Building for
fiscal years 1992 and 1993. During these periods, the Partnership owned a 50%
interest in the joint venture that owned the Fashion Atrium Building. There can
be no assurance as to the amounts that will be realized or the timing of such
realization from these appeals.
6
<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 filed during the quarter ended
September 30, 2000.
7
<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
/s/ DOUGLAS CROCKER II
Date: November 14, 2000 By: ______________________________________
DOUGLAS CROCKER II
PRESIDENT AND CHIEF EXECUTIVE OFFICER
/s/ NORMAN M. FIELD
Date: November 14, 2000 By: ______________________________________
NORMAN M. FIELD
VICE PRESIDENT--FINANCE AND TREASURER
8
