<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
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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 MARCH 31, 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 700, (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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BALANCE SHEETS
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
March 31,
2000 December 31,
(Unaudited) 1999
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<S> <C> <C>
ASSETS
Cash and cash equivalents $2,866,400 $1,635,700
Investments in debt securities 1,240,600
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$2,866,400 $2,876,300
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued expenses $ 24,400 $ 54,200
Due to Affiliates 200 3,300
Other liabilities 389,700 389,700
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414,300 447,200
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Partners' capital:
General Partner (deficit) (84,100) (84,300)
Limited Partners (43,861 units issued and
outstanding) 2,536,200 2,513,400
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2,452,100 2,429,100
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$2,866,400 $2,876,300
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</TABLE>
STATEMENTS OF PARTNERS' CAPITAL
For the quarter ended March 31, 2000 (Unaudited)
and the year ended December 31, 1999
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
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<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)
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Partners' (deficit) capital,
December 31, 1999 (84,300) 2,513,400 2,429,100
Net income for the quarter ended March 31,
2000 200 22,800 23,000
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Partners' (deficit) capital, March 31,
2000 $(84,100) $ 2,536,200 $ 2,452,100
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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, 2000 and 1999
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
Income:
Rental $ 1,700 $714,800
Interest 39,200 48,800
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40,900 763,600
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Expenses:
Interest 124,100
Depreciation and amortization 7,000
Property operating:
Affiliates 3,200
Nonaffiliates 193,100
Real estate taxes 89,500
Insurance--Affiliate 13,800
Repairs and maintenance 52,500
General and administrative:
Affiliates 3,000 3,600
Nonaffiliates 14,900 31,800
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17,900 518,600
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Net income $23,000 $245,000
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Net income allocated to General Partner $ 200 $ 2,500
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Net income allocated to Limited Partners $22,800 $242,500
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Net income allocated to Limited Partners per Unit (43,861
Units outstanding) $ 0.52 $ 5.53
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</TABLE>
STATEMENTS OF CASH FLOWS
For the quarters ended March 31, 2000 and 1999
(Unaudited)
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
Cash flows from operating activities:
Net income $ 23,000 $ 245,000
Adjustments to reconcile net income to net cash (used
for) provided by operating activities:
Depreciation and amortization 7,000
Changes in assets and liabilities:
(Increase) in rents receivable (139,800)
(Increase) in other assets (1,800)
(Decrease) increase in accounts payable and accrued
expenses (29,800) 92,900
(Decrease) in due to Affiliates (3,100) (600)
Increase in prepaid rent 118,900
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Net cash (used for) provided by operating activities (9,900) 321,600
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Cash flows from investing activities:
Decrease in investments in debt securities 1,240,600 2,509,600
(Increase) in escrow deposits (26,800)
Receipt of earnest money deposit 200,000
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Net cash provided by investing activities 1,240,600 2,682,800
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Cash flows from financing activities:
Principal payments on mortgage loan payable (617,400)
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Net cash (used for) financing activities -- (617,400)
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Net increase in cash and cash equivalents 1,230,700 2,387,000
Cash and cash equivalents at the beginning of the
period 1,635,700 778,800
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Cash and cash equivalents at the end of the period $2,866,400 $3,165,800
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Supplemental information:
Interest paid during the period $ -- $ 124,100
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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, 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, as well as, expiration of
representations and warranties made to the purchaser of the last property. 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 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, 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. The joint venture was formed for the
purpose of acquiring a 100% interest in certain real property and until its May
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 property sale matters.
Cash equivalents are considered all highly liquid investments with a maturity
of three months or less 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 three months ended March 31, 2000 and 1999, in conjunction with
the suspension of distributions of Cash Flow (as defined in the Partnership
Agreement) to Limited Partners, the General Partner was not paid a Partnership
Management Fee.
In accordance with the Partnership Agreement, Net Profits (exclusive of Net
Profits from the sale or disposition of Partnership properties) are allocated
to the General Partner in an amount equal to the greater of 1% of such Net
Profits or the Partnership Management Fee paid by the Partnership to the
General Partner during such year, and the balance, if any, to the Limited
Partners. Net Losses (exclusive of Net Losses from the sale, disposition and
provision for value impairment of Partnership properties) are allocated 1% to
the General Partner and 99% to the Limited Partners. Net Profits from the sale
or disposition of a Partnership property are allocated: first, prior to giving
effect to any distribution of Sale or Refinancing Proceeds from the
transaction, to all Partners with negative balances in their Capital Accounts,
pro rata in proportion to such respective negative balances, to the extent of
the total of such negative balances; second, to the General Partner in an
amount necessary to make the positive balance in its Capital Account equal to
the amount of Sale or Refinancing Proceeds to be distributed to the General
Partner with respect to the sale or disposition of such property; and third,
the balance, if any, to the Limited Partners. Net Losses from the sale,
disposition 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, 2000 and 1999, the General
Partner was allocated Net Profits of $200 and $2,500, respectively.
Fees and reimbursements paid and payable by the Partnership to Affiliates
during the quarter ended March 31, 2000 were as follows:
<TABLE>
<CAPTION>
Paid Payable
- ---------------------------------------------------
<S> <C> <C>
Asset management fees $ 400 None
Reimbursement of expenses, at cost:
--Accounting 2,900 None
--Investor communication 2,800 200
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$6,100 $200
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</TABLE>
4
<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 $222,000 for the three months ended March 31, 2000 when
compared to the three months ended March 31, 1999. The decrease was primarily
due to the absence of operating results in 2000 resulting from the May 1999
sale of Glendale Center Shopping Mall ("Glendale"). The decrease was also due
to a decrease in interest earned on the Partnership's short-term investments,
which was due to a decrease in cash available for investment.
LIQUIDITY AND CAPITAL RESOURCES
The increase in the Partnership's cash position of $1,230,700 during the three
months ended March 31, 2000 was primarily the result of the maturity of the
Partnership's investments in debt securities. Liquid assets of the Partnership
as of March 31, 2000 were comprised of amounts held for post property-sale
matters and Partnership liquidation expenses.
Net cash provided by (used for) operating activities changed from $321,600 for
the three months ended March 31, 1999 to $(9,900) the three months ended March
31, 2000. The change was primarily the result of the decrease in net income, as
previously discussed. The change was also due to the timing of the payment of
certain expenses.
Net cash provided by investing activities decreased by $1,442,200 for the three
months ended March 31, 2000 when compared to the three months ended March 31,
1999. The decrease was primarily the result of the net maturity of a portion of
the Partnership's 1999 investments in debt securities exceeding the 2000 net
maturity of the Partnership's investments in debt securities. The decrease was
also due to the 1999 receipt of earnest money related to the sale of Glendale.
The Partnership has no financial instruments for which there are significant
risks.
Net cash used for financing activities decreased by $617,400 for the three
months ended March 31, 2000 when compared to the three months ended March 31,
1999. The decrease was primarily the result of a decrease in principal payments
on the Partnership's mortgage loan collateralized by Glendale. In conjunction
with its May 1999 sale, the mortgage loan collateralized by Glendale was repaid
in full.
The General Partner is in the process of wrapping-up the Partnership's affairs.
This process, which is expected to be completed during 2000, includes a
resolution of all post-closing property and Partnership matters together with
reprorations and 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 Partnership will make a liquidating distribution to Partners
and dissolve.
Based upon the current value of its assets, net of its outstanding liabilities,
the Partnership's cumulative distributions to its Limited Partners from
inception through the termination of the Partnership will be substantially less
than such Limited Partners' Original Capital Contribution.
5
<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,
2000.
6
<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 12, 2000 /s/ DOUGLAS CROCKER II
By: ______________________________________
DOUGLAS CROCKER II
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Date: May 12, 2000 /s/ NORMAN M. FIELD
By: ______________________________________
NORMAN M. FIELD
VICE PRESIDENT--FINANCE AND TREASURER
7
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,866,400
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,866,400
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,866,400
<CURRENT-LIABILITIES> 24,600
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,452,100
<TOTAL-LIABILITY-AND-EQUITY> 2,866,400
<SALES> 0
<TOTAL-REVENUES> 40,900
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 17,900
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 23,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 23,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,000
<EPS-BASIC> 0.52
<EPS-DILUTED> 0.52
</TABLE>
