================================================================================
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 September 30, 2002
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 0-15538
First Capital Income Properties, Ltd.--Series XI
(Exact name of registrant as specified in its charter)
Illinois 36-3364279
(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
(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 12, 1985,
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)
September 30,
2002 December 31,
(Unaudited) 2001
----------------------------------------------------
ASSETS
Investment in commercial
rental property:
Land $ 1,879,500 $ 1,879,500
Buildings and
improvements 18,746,400 18,342,000
----------------------------------------------------
20,625,900 20,221,500
Accumulated depreciation
and amortization (9,536,500) (9,096,000)
----------------------------------------------------
Total investment
property, net of
accumulated
depreciation and
amortization 11,089,400 11,125,500
Cash and cash equivalents 5,870,600 5,857,300
Rents receivable 255,400 307,500
----------------------------------------------------
$17,215,400 $17,290,300
----------------------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Front-End Fees Loan
payable to Affiliate $ 8,295,200 $ 8,295,200
Accounts payable and
accrued expenses 1,035,600 767,200
Due to Affiliates 73,900 3,300
Distribution payable 230,600 230,600
Security deposits 57,500 56,000
Other liabilities 194,100 197,200
----------------------------------------------------
9,886,900 9,549,500
----------------------------------------------------
Partners' capital:
General Partner 1,417,000 1,414,200
Limited Partners
(57,621 Units issued
and outstanding) 5,911,500 6,326,600
----------------------------------------------------
7,328,500 7,740,800
----------------------------------------------------
$17,215,400 $17,290,300
----------------------------------------------------
STATEMENTS OF PARTNERS' CAPITAL
For the nine months ended September 30, 2002 (Unaudited) and the year ended
December 31, 2001
(All dollars rounded to nearest 00s)
General Limited
Partner Partners Total
--------------------------------------------------------
Partners' capital,
January 1, 2001 $1,404,600 $6,296,200 $7,700,800
Net income for the
year ended
December 31,
2001 9,600 952,300 961,900
Distributions for the
year ended
December 31,
2001 (921,900) (921,900)
--------------------------------------------------------
Partners' capital,
December 31,
2001 1,414,200 6,326,600 7,740,800
Net income for the
nine months
ended
September 30,
2002 2,800 276,400 279,200
Distributions for the
nine months
ended
September 30,
2002 (691,500) (691,500)
--------------------------------------------------------
Partners' capital,
September 30,
2002 $1,417,000 $5,911,500 $7,328,500
--------------------------------------------------------
4
The accompanying notes are an integral part of the financial statements
STATEMENTS OF INCOME AND EXPENSES
For the quarters ended September 30, 2002 and 2001
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
2002 2001
----------------------------------------------------------
Income:
Rental $818,800 $919,500
Interest 24,800 55,400
----------------------------------------------------------
843,600 974,900
----------------------------------------------------------
Expenses:
Interest -- 4,700
Depreciation and amortization 150,200 125,000
Property operating:
Affiliates 600 2,600
Nonaffiliates 293,100 336,000
Real estate taxes 67,200 139,900
Insurance--Affiliate 24,900 6,100
Repairs and maintenance 132,500 104,100
General and administrative:
Affiliates 3,500 6,600
Nonaffiliates 27,000 32,900
----------------------------------------------------------
699,000 757,900
----------------------------------------------------------
Net income $144,600 $217,000
----------------------------------------------------------
Net income allocated to General Partner $ 1,500 $ 2,200
----------------------------------------------------------
Net income allocated to Limited Partners $143,100 $214,800
----------------------------------------------------------
Net income income allocated to
Limited Partners per Unit
(57,621 Units outstanding) $ 2.48 $ 3.73
----------------------------------------------------------
STATEMENTS OF INCOME AND EXPENSES
For the nine months ended September 30, 2002 and 2001
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
2002 2001
--------------------------------------------------------------
Income:
Rental $2,528,000 $2,796,100
Interest 72,700 216,300
--------------------------------------------------------------
2,600,700 3,012,400
--------------------------------------------------------------
Expenses:
Interest:
Nonaffiliates 23,500
Depreciation and amortization 440,500 370,400
Property operating:
Affiliates 10,500 6,100
Nonaffiliates 958,800 1,027,100
Real estate taxes 352,500 419,900
Insurance--Affiliate 84,500 58,700
Repairs and maintenance 371,400 343,800
General and administrative:
Affiliates 9,500 10,600
Nonaffiliates 93,800 113,400
--------------------------------------------------------------
2,321,500 2,373,500
--------------------------------------------------------------
Net income $ 279,200 $ 638,900
--------------------------------------------------------------
Net income allocated to General Partner $ 2,800 $ 6,400
--------------------------------------------------------------
Net income allocated to Limited Partners $ 276,400 $ 632,500
--------------------------------------------------------------
Net income allocated to Limited Partners
per Unit (57,621 Units outstanding) $ 4.80 $ 10.98
--------------------------------------------------------------
STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2002 and 2001
(Unaudited)
(All dollars rounded to nearest 00s)
2002 2001
----------------------------------------------------------------
Cash flows from operating activities:
Net income $ 279,200 $ 638,900
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 440,500 370,400
Changes in assets and liabilities:
Decrease in rents receivable 52,100 268,000
Increase in accounts payable
and accrued expenses 268,400 146,700
(Decrease) in prepaid rent -- (61,700)
(Decrease) in state income tax
payable -- (1,000)
Increase in due to Affiliates 70,600 2,600
Increase (decrease) in other
liabilities (3,100) 4,400
----------------------------------------------------------------
Net cash provided by
operating activities 1,107,700 1,368,300
----------------------------------------------------------------
Cash flows from investing activities:
Payments for capital and tenant
improvements (404,400) (711,400)
----------------------------------------------------------------
Net cash (used for) provided
by investing activities (404,400) (711,400)
----------------------------------------------------------------
Cash flows from financing activities:
Principal payments on mortgage
loans payable -- (563,800)
Distributions paid to Partners (691,500) (691,500)
Increase (decrease) in security
deposits 1,500 (1,400)
----------------------------------------------------------------
Net cash (used for) financing
activities (690,000) (1,256,700)
----------------------------------------------------------------
Net increase (decrease) in cash and
cash equivalents 13,300 (599,800)
Cash and cash equivalents at the
beginning of the period 5,857,300 6,468,400
----------------------------------------------------------------
Cash and cash equivalents at the end of
the period $5,870,600 $ 5,868,600
----------------------------------------------------------------
Supplemental information:
Interest paid to nonaffiliates during
the period $ -- $ 23,500
----------------------------------------------------------------
5
The accompanying notes are an integral part of the financial statements
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
September 30, 2002
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 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, which is contingent upon tenants' achieving specified
targets only to the extent that such targets are attained.
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, 2002 are not necessarily
indicative of the operating results for the year ending December 31, 2002.
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 asset. Management's focus, therefore, is to prepare its
asset for sale and find a purchaser for the remaining asset when market
conditions warrant such an action.
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 commercial rental property for impairment when
conditions exist which may indicate that it is probable that the sum of
expected future cash flows (undiscounted) from a property is less than its
carrying basis. Upon determination that an impairment has occurred, the
carrying basis in the rental property is reduced to its 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 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.
Reference is made to the Partnership's Annual Report for the year ended
December 31, 2001, for a description of other accounting policies and
additional details of the Partnership's financial condition, results of
operations, changes in Partners' (deficit) 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, Net Profits and Net Losses
(exclusive of Net Profits and Net Losses from the sale, disposition or
provision for value impairment of Partnership properties) shall be 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 distributions of Sale or Refinancing Proceeds from the
transaction, to the General Partner and Limited 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 each
Limited Partner in an amount, if any, necessary to make the positive balance in
its Capital Account equal to the Sale or Refinancing Proceeds to be distributed
to such Limited Partner with respect to the sale or disposition of such
property; third, to the General Partner in an amount, if any, necessary to make
the positive balance in its Capital Account equal to the Sale or Refinancing
Proceeds to be distributed to the General Partner with respect to the sale or
disposition of such property; and fourth, the balance, if any, 25% to the
General Partner and 75% 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 distributions of Sale or
Refinancing Proceeds from the transaction, to the General Partner and Limited
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, 2002 the General Partner was allocated Net Profits of $1,500 and $2,800,
respectively. For the quarter and nine months ended September 30, 2001, the
General Partner was allocated Net Profits of $2,200 and $6,400, respectively.
6
Fees and reimbursements paid and payable by the Partnership to Affiliates
during the quarter and nine months ended September 30, 2002 were as follows:
Paid
---------------
Nine
Quarter Months Payable
--------------------------------------------------
Asset management fees $600 $10,500 None
Reimbursement of property
insurance premiums -- 19,600 $64,900
Reimbursement of expenses,
at cost:
--Accounting -- 2,500 3,000
--Investor communications -- 1,300 6,000
--------------------------------------------------
$600 $33,900 $73,900
--------------------------------------------------
3. Front-End Fees Loan payable to Affiliate:
The Partnership borrowed $8,295,200 from an Affiliate of the General Partner,
an amount needed for the payment of securities sales commissions, Offering and
Organizational Expenses and other Front-End Fees, other than Acquisition Fees.
Repayment of the principal amount of the Front-End Fees loan is subordinated
(the "Subordination") to payment to the Limited Partners of 100% of their
Original Capital Contribution from Sale or Refinancing Proceeds (as defined in
the Partnership Agreement). In the event that the Front-End Fees loan is not
repaid, such amount will be written off to Partners' Capital.
Pursuant to a modification of this loan agreement, beginning January 1, 1996,
the Partnership elected to defer payment of interest of the Front-End Fees
Loan. During the year ended December 31, 1999, the Affiliate of the General
Partner elected to waive the Partnership's obligation for all outstanding
deferred interest on this loan and charge no interest in the future.
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, 2001 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
statements, which speak only as of the date hereof.
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. 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 and dispositions. Components of the
Partnership's operating results are expected to decline as real property
interests are sold or disposed of since the Partnership no longer realizes
income and incurs expenses from such real property interests.
Operations
The table below is a recap of the Partnership's share of Marquette Mall and
Office Building ("Marquette") for the quarters and nine months ended September
30, 2002 and 2001. The discussion following the table should be read in
conjunction with the financial statements and notes thereto appearing in this
report.
Comparative Operating Results (a)
For the For the Nine Months
Quarters Ended Ended
9/30/2002 9/30/2001 9/30/2002 9/30/2001
-------------------------------------------------------------
Marquette Mall and Office Building
Rental revenues $818,800 $919,400 $2,528,000 $2,792,500
-------------------------------------------------------------
Property net income $150,300 $201,100 $ 309,700 $ 543,100
-------------------------------------------------------------
Average occupancy 79% 78% 79% 78%
-------------------------------------------------------------
(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 or are related to properties disposed of by the
Partnership prior to the periods under comparison.
Net income for the Partnership decreased by $72,400 and $359,700 for the
quarter and nine months ended September 30, 2002 when compared to the quarter
and nine months ended September 30, 2001, respectively. The decreases were
primarily due to the decline in operating results at Marquette. In addition the
decreases were 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.
The following comparative discussion includes only the operating results of
Marquette.
Rental revenues decreased by $100,700 or 10.9% and $268,100 or 9.6% for the
quarter and nine months ended September 30, 2002 when compared to the quarter
and nine months ended September 30, 2001, respectively. The decreases were
primarily due to a decrease in base rental income and specialty leasing
revenue. While the occupancy at Marquette has remained relatively stable the
leases that have been signed to replace vacating tenants have not been on as
favorable terms as the previous leases.
Interest expense on the Partnership's mortgage loans decreased by $4,700 and
$23,500 for the quarter and September months ended September 30, 2002 when
compared to the quarter and nine months ended September 30, 2001, respectively.
The decreases were due to the 2001 repayment of the mortgage loan
collateralized by Marquette Mall.
Property operating expenses decreased by $44,900 and $63,900 for the quarter
and nine months ended September 30, 2002 when compared to the quarter and
nine months ended September 30, 2001, respectively. The decreases were
primarily due to decreases in utility costs and management fees, which was due
to the decline in rental income.
Real estate tax expense decreased by $72,700 and $67,400 for the quarter and
nine months ended September 30, 2002 when compared to the quarter and nine
months ended September 30, 2001 respectively. The decrease was primarily due to
the receipt of refunds for prior tax years.
Insurance expense increased by $18,800 and $25,800 for the quarter and nine
months ended September 30, 2002 when compared to the quarter and nine-months
ended September 30, 2001 respectively. The increases were due to an increase in
property and liability insurance costs.
Repair and maintenance expenses increased by $28,400 and $27,600 for the
quarter and nine months ended September 30, 2002 when compared to the quarter
and nine months ended September 30, 2001, respectively. The increases were
primarily due to an increase in repairs to the interior and exterior of
Marquette.
To increase and/or maintain occupancy levels at the Partnership's remaining
property, 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 property when market
conditions allow for the achievement of the maximum possible sales price. In
the interim, the Partnership continues to manage and maintain its property.
Notwithstanding the Partnership's intention relative to property sales, another
primary objective of the Partnership is to provide cash distributions to
Partners from Partnership operations. To the extent cumulative cash
distributions exceed net income, such excess distributions will be treated as a
return of capital. Cash Flow (as defined in the Partnership Agreement) is
generally not equal to net income or cash flows as determined by accounting
principles generally accepted in the United States ("GAAP"), since certain
items are treated differently under the Partnership Agreement than under GAAP.
2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--continued
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 cash
flow provided by operating activities as determined by GAAP. Such amounts are
not indicative of actual distributions to Partners and should not be considered
as an alternative to the results disclosed in the Statements of Income and
Expenses and Statements of Cash Flow.
Comparative Cash Flow Results
For the Nine Months Ended
9/30/2002 9/30/2001
--------------------------------------------------------------
Cash Flow (as defined in the
Partnership Agreement) $ 719,700 $ 698,500
Items of reconciliation:
Scheduled principal
payments on mortgage
loan payable -- 310,800
Decrease in current assets 52,100 268,000
Increase in current liabilities 335,900 91,000
--------------------------------------------------------------
Net cash provided by
operating activities $1,107,700 $ 1,368,300
--------------------------------------------------------------
Net cash (used for)
investing activities $ (404,400) $ (711,400)
--------------------------------------------------------------
Net cash (used for)
financing activities $ (690,000) $(1,256,700)
--------------------------------------------------------------
Cash Flow (as defined in the Partnership Agreement) increased by $21,200 for
the nine months ended September 30, 2002 when compared to the nine months ended
September 30, 2001. The increase was primarily the result of the decrease in
principal payments on the Partnership's mortgage loan obligation. The increase
was partially offset by the decline in the Partnership's operations, exclusive
of deprecation and amortization.
The net increase in the Partnership's cash position of $13,300 for the nine
months ended September 30, 2002 was due to net cash provided by operating
activities exceeding cash distributed to Limited Partners and payments for
capital and tenant improvements. Liquid assets of the Partnership as of
September 30, 2002 were comprised of amounts held for working capital purposes.
The decrease in net cash provided by operating activities of $260,600 for the
comparable nine-month periods was primarily due to the decrease in net income,
as previously discussed.
Net cash used for investing activities decreased by $307,000 for the nine
months ended September 30, 2002 when compared to the nine months ended
September 30, 2001. The decrease was due to a decrease in expenditures for
capital and tenant improvements.
The Partnership maintains working capital reserves to pay for capital
expenditures such as building and tenant improvements and leasing costs. During
the nine months ended September 30, 2002, the Partnership spent $404,400 for
capital and tenant improvements and leasing costs and has projected to spend
approximately $175,000 during the remainder of 2002. Actual amounts expended
may vary
depending on a number of factors including actual leasing activity, results of
property operations and other market conditions throughout the year. The
General Partner believes that these improvements and leasing costs are
necessary in order to increase and/or maintain occupancy levels in a very
competitive market, maximize rental rates charged to new and renewing tenants
and to prepare the remaining property for eventual disposition.
The Partnership has no financial instruments for which there are significant
risks.
Net cash used for financing activities decreased by $566,700 for the nine
months ended September 30, 2002 when compared to the nine months ended
September 30, 2001. The decrease was primarily due to a decrease in principal
payments on the Partnership's mortgage obligation, which was repaid in full
during 2001.
Pursuant to a modification of the Partnership's Front-End Fees loan agreement,
the Affiliate of the General Partner has elected to waive the Partnership's
obligation for all deferred interest on this loan and charge no interest in the
future.
Distributions to Limited Partners for the quarter ended September 30, 2002 were
declared in the amount of $230,500 or $4.00 per Unit. Cash distributions are
made 60 days after the last day of each fiscal quarter. The amount of future
distributions to Limited Partners will ultimately be dependent upon the
performance of Marquette as well as the General Partner's determination of the
amount of cash necessary to supplement working capital reserves to meet future
liquidity requirements of the Partnership. Accordingly, there can be no
assurance as to the amounts of cash for future distributions to Limited
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 substantially less than such Limited
Partners' Original Capital Contribution.
Item 4. Controls and Procedures
Within the 90 days prior to the date of this Quarterly Report on Form 10-Q,
First Capital Financial, L.L.C. ("FCF"), the general partner of the
Partnership, carried out an evaluation, under supervision and with the
participation of FCF's management, including FCF's President and Chief
Executive Officer and FCF's Vice President - Finance, of the effectiveness of
the design and operation of the Partnership disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the President
and Chief Executive Officer and the Vice President - Finance concluded that the
Partnership disclosure controls and procedures are effective in timely alerting
them to material information relating to the Partnership. There have been no
significant changes to the internal controls of the Partnership or in other
sectors that could significantly affect the internal controls subsequent to the
completion of this evaluation.
3
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits: 99.1: Certification Of Periodic Financial Report Pursuant to
Section 906 of the Sarbanes - Oxley Act of 2002, 18 U.S.C. Section 1350
(b) Reports on Form 8-K:
There were no reports filed on Form 8-K during the quarter ended September 30,
2002.
8
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 XI
By: FIRST CAPITAL FINANCIAL LLC
GENERAL PARTNER
Date: November 13, 2002 By: /S/ DOUGLAS CROCKER II
----------------------------------
DOUGLAS CROCKER II
President and Chief Executive
Officer
Date: November 13, 2002 By: /S/ PHILIP G. TINKLER
----------------------------------
PHILIP G. TINKLER
Vice President--Finance and
Treasurer
9
FORM OF SECTION 302 CERTIFICATION
I, Douglas Crocker, President and Chief Executive Officer of First Capital
Financial, L.L.C., the general partner of First Capital Income Properties, Ltd.
Series--XI, certify that:
1. I have reviewed this quarterly report on Form 10-Q of First Capital
Income Properties, Ltd. Series--XI;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: November 13, 2002
/S/ DOUGLAS CROCKER
--------------------------------------
DOUGLAS CROCKER
President and Chief Executive Officer
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FORM OF SECTION 302 CERTIFICATION
I, Philip Tinkler, Vice President - Finance and Treasurer of First Capital
Financial, L.L.C., the general partner of First Capital Income Properties, Ltd.
Series--XI, certify that:
1. I have reviewed this quarterly report on Form 10-Q of First Capital
Income Properties, Ltd. Series--XI;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: November 13, 2002
/S/ PHILIP TINKLER
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PHILIP TINKLER
Vice President--Finance and Treasurer
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CASH FLOW STATEMENTS (1)
For the quarter and nine months ended September 30, 2002
(Unaudited)
(All dollars rounded to nearest 00s)
Quarter Nine Months
------------------------------------------------------------ -
Net income $144,600 $279,200
Add:
Depreciation and amortization 150,200 440,500
------------------------------------------------------------ -
Cash Flow 294,800 719,700
Less:
Reserves for future cash requirements (64,300) (28,200)
------------------------------------------------------------ -
Distributable Cash Flow $230,500 $691,500
------------------------------------------------------------ -
(1) Cash Flow is as defined in the Partnership Agreement.
(2) Represents principal payments funded from operations on the Partnership
mortgage loans.
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