10-Q 1 d10q.txt FORM 10-Q ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- 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, 2001 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. ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- BALANCE SHEETS (All dollars rounded to nearest 00s)

STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) For the quarter ended March 31, 2001 (Unaudited) and the year ended December 31, 2000 (All dollars rounded to nearest 00s)

The accompanying notes are an integral part of the financial statements 2 STATEMENTS OF INCOME AND EXPENSES For the quarters ended March 31, 2001 and 2000 (Unaudited) (All dollars rounded to nearest 00s except per Unit amounts)

STATEMENTS OF CASH FLOWS For the quarters ended March 31, 2001 and 2000 (Unaudited) (All dollars rounded to nearest 00s)

The accompanying notes are an integral part of the financial statements 3 NOTES TO FINANCIAL STATEMENTS (Unaudited) March 31, 2001 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 has disposed of its real estate properties. Upon resolution of the various post-closing matters related to the sale of the Partnership's properties, 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, 2001 are not necessarily indicative of the operating results for the year ending December 31, 2001. 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, 2000 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, 2001 and 2000, 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 both of the quarters ended March 31, 2001 and 2000, the General Partner was allocated Net Profits of $200. Fees and reimbursements paid and payable by the Partnership to Affiliates during the quarter ended March 31, 2001 were as follows:

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. 4 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, 2000 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 $1,600 for the three months ended March 31, 2001 when compared to the three months ended March 31, 2000. The decrease was primarily due to a decrease in interest earned on the Partnership's short-term investments, which was due to a decrease in the rates earned on those investments. LIQUIDITY AND CAPITAL RESOURCES The increase in the Partnership's cash position of $34,400 during the three months ended March 31, 2001 was the result of net cash provided by operating activities. Liquid assets (including cash and cash equivalents) of the Partnership as of March 31, 2001 were comprised of amounts held for post property-sale matters and Partnership liquidation expenses. Net cash (used for) provided by operating activities changed from $(9,900) for the three months ended March 31, 2000 to $34,400 for the three months ended March 31, 2001. The change was due to the timing of the payment of certain of the Partnership's expenses. Net cash provided by investing activities decreased by $1,240,600 for the three months ended March 31, 2001 when compared to the three months ended March 31, 2000. The decrease was due to the maturity of the Partnership's investments in debt securities during the three months ended March 31, 2000. The Partnership did not have any investments in debt securities as of March 31, 2001. The Partnership has no financial instruments for which there are significant risks. 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 from these appeals. The General Partner is in the process of wrapping-up the Partnership's affairs. This process includes a resolution of all post-closing property and Partnership matters, including real estate tax appeals referred to above. 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 significantly less than such Limited Partners' Original Capital Contribution. 5 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, 2001. 6 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 LLC GENERAL PARTNER /s/ DOUGLAS CROCKER II Date: May 11, 2001 By: ______________________________________ DOUGLAS CROCKER II PRESIDENT AND CHIEF EXECUTIVE OFFICER /s/ PHILIP G. TINKLER Date: May 11, 2001 By: ______________________________________ PHILIP G. TINKLER VICE PRESIDENT--FINANCE AND TREASURER 7

FIRST CAPITAL INCOME PROPERTIES LTD SERIES X 10-Q