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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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FORM 10-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 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, 60606-2607
Suite 700, (Zip Code)
Chicago, Illinois
(Address of principal executive offices)
Registrant's telephone number, including area code: (312) 207-0020
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: Limited Partnership
Assignee Units
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 [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
Documents incorporated by reference:
The First Amended and Restated Certificate and Agreement of Limited Partnership
filed as Exhibit A to the definitive Prospectus dated September 12, 1985,
included in the Registrant's Registration Statement on Form S-11 (Registration
No. 2-98749), is incorporated herein by reference in Part IV of this report.
Exhibit Index--Page A-1
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PART I
ITEM 1. BUSINESS
The registrant, First Capital Income Properties, Ltd.--Series XI (the
"Partnership"), is a limited partnership organized in 1985 under the Uniform
Limited Partnership Act of the State of Illinois. The Partnership sold 57,621
Limited Partnership Assignee Units (the "Units") to the public. Capitalized
terms used in this report have the same meaning as those terms have in the
Partnership's Registration Statement.
The Partnership was formed to invest primarily in existing commercial
income-producing real estate, such as shopping centers, warehouses and office
buildings, and, to a lesser extent, in other types of commercial,
income-producing real estate.
Since 1999 the Partnership has owned only one property, which is classified as
held for sale of December 31, 2002.
The real estate business is highly competitive. Results of operations of the
Partnership will depend upon the availability of suitable tenants, real estate
market conditions and general economic conditions which may impact the success
of these tenants. The property owned by the Partnership frequently competes for
tenants with similar properties owned by others.
As of March 1, 2003, there were 18 employees at the Partnership's property for
on-site property maintenance and administration.
ITEM 2. PROPERTIES (a)(b)
As of December 31, 2002, the Partnership owned the following property, which
was owned in fee simple.
Net
Leasable Number of
Property Name Location Sq. Footage Tenants (c)
- ---------------------------------- ---------------------- ----------- -----------
Marquette Mall and Office Building Michigan City, Indiana 382,052 72(1)
a) For a discussion of significant operating results and major capital
expenditures planned for Marquette Mall and Office Building ("Marquette")
refer to Item 7--Management's Discussion and Analysis of Financial Condition
and Results of Operations.
b) For federal income tax purposes, the Partnership depreciates the portion of
the acquisition costs of its properties allocable to real property
(exclusive of land), and all improvements thereafter, over useful lives
ranging from 19 years to 40 years, utilizing either the Accelerated Cost
Recovery System ("ACRS") or straight-line method. Marquette's real estate
tax expense was $549,400 for the year ended December 31, 2002. In the
opinion of the General Partner, Marquette is adequately insured and serviced
by all necessary utilities.
c) Represents the total number of tenants as well as the number of tenants, in
parenthesis, that individually occupy more than 10% of the net leasable
square footage of Marquette.
The following table presents Marquette's occupancy rates as of December 31 for
each of the last five years:
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
79% 77% 78% 80% 82%
The amounts in the following table represent Marquette's average annual rental
rate per square foot for each of the last five years ended December 31 and were
computed by dividing Marquette's base rental revenues by its average occupied
square footage:
2002 2001 2000 1999 1998
----- ----- ----- ----- -----
$6.14 $6.49 $7.25 $6.54 $7.08
2
ITEM 2. PROPERTIES (Continued)
The following table summarizes the principal provisions of the lease for the
tenant that occupies ten percent or more of the leasable square footage at
Marquette:
Partnership's per annum Base Percentage
Rent (a) for of Net Renewal
---------------------------- ---------- ---------
Final Leasable Options
Twelve Expiration Square (Renewal
Months Date of Footage Options /
2003 of Lease Lease Occupied Years)
- ------------------------------ -------- -------- ---------- ---------- ---------
J.C. Penney (department store) $139,000 $139,000 1/31/2008 29% 3 / 5
(a)The Partnership's per annum base rent for the tenant listed above for each
of the years between 2003 and the final twelve months for the above lease is
no lesser or greater than the amounts listed in the above table.
The amounts in the following table represent the Partnership's base rental
income from leases in the year of expiration (assuming no lease renewals)
through the year ending December 31, 2012:
Base Rents
Number Square in Year of % of Total
Year of Tenants Feet Expiration (a) Base Rents (b)
---- ---------- ------- -------------- --------------
2003 29 37,246 $216,000 12.47%
2004 17 34,112 214,100 16.38
2005 11 36,194 179,800 17.59
2006 2 10,261 7,500 0.93
2007 5 101,098 31,800 4.97
2008 4 134,523 302,300 68.34
2009 0 None None 0.00
2010 2 2,264 29,900 28.89
2011 0 None None 0.00
2012 0 None None 0.00
- --------
a) Represents the amount of base rents to be collected each year on expiring
leases. (Note: Since leases expire at different dates in each year, the
amounts in this column do not purport to include a full year's base rent on
expiring leases).
b) Represents the amount of base rents to be collected each year on expiring
leases as a percentage of the Partnership's total base rents scheduled to be
collected based on leases in effect as of December 31, 2002.
ITEM 3. LEGAL PROCEEDINGS
(a & b) The Partnership and its properties were not a party to, nor the subject
of, any material pending legal proceedings, nor were any such proceedings
terminated during the quarter ended December 31, 2002. Ordinary routine legal
matters incidental to the business which was not deemed material, were pursued
during the quarter ended December 31, 2002.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a,b,c & d) None.
3
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S EQUITY AND RELATED SECURITY HOLDER MATTERS
There has not been, nor is there expected to be, a public market for Units.
As of March 1, 2003, there were 3,525 Holders of Units.
ITEM 6. SELECTED FINANCIAL DATA
For the Years Ended December 31,
------------------------------------------------------------
2002 2001 2000 1999 1998
- ----------------------------------------------------------------------------------------------------------------
Total revenues $ 92,600 $ 247,400 $ 413,100 $12,765,200 $ 4,743,600
Discontinued Operations(a) $ 623,700 $ 860,100 $ 1,279,900 $ 777,200 $ 291,200
Net (loss) income $(2,864,600) $ 961,900 $ 1,547,400 $11,067,500 $ 214,100
Net (loss) income allocated to Limited Partners $(2,836,000) $ 952,300 $ 1,531,900 $ 8,925,800 None
Net (loss) income allocated to Limited Partners per
Unit (57,621 Units outstanding) $ (49.22) $ 16.53 $ 26.59 $ 154.91 None
Total assets $14,069,600 $17,290,300 $17,913,600 $18,098,300 $36,930,500
Mortgage loans payable None None $ 568,400 $ 1,290,000 $25,646,200
Front-End Fees loan payable to Affiliate (b) $ 8,295,200 $ 8,295,200 $ 8,295,200 $ 8,295,200 $ 8,295,200
Declared distributions to Limited Partners per
Unit (c) $ 16.00 $ 16.00 $ 16.00 $ 95.00 None
Other data:
Real estate held for sale $ 7,500,000 None None None None
Investment in commercial rental properties (net of
accumulated depreciation and amortization) None $11,125,500 $10,848,700 $11,174,100 $31,663,000
Number of real property interests owned at
December 31 1 1 1 1 3
- ----------------------------------------------------------------------------------------------------------------
(a)Represents the net operations of Marquette which is classified as held for
sale as of December 31, 2002.
(b)Excludes deferred interest payable.
(c)Distributions to Limited Partners for the year ended December 31, 1999 were
comprised of Sale Proceeds.
4
ITEM 6. SELECTED FINANCIAL DATA (Continued)
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 accounting principles generally accepted in the United States
("GAAP"):
For the Years Ended December 31,
---------------------------------------------------------------
2002 2001 2000 1999 1998
- ----------------------------------------------------------------------------------------------------------------------
Cash Flow (as defined in the Partnership
Agreement) (a) $1,168,500 $ 1,189,600 $ 1,570,400 $ 2,977,100 $ 615,700
Items of reconciliation:
Adjustment for extinguishment of deferred interest to
affiliate None None None (2,257,200) None
Principal payments on mortgage loans payable (b) -- 315,400 468,600 819,500 1,089,700
Changes in current assets and liabilities:
(Increase) decrease in current assets (397,500) 289,000 (203,000) 666,000 (130,800)
Increase (decrease) in current liabilities 565,800 (66,700) (321,600) (229,800) 380,800
- ----------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities $1,336,800 $ 1,727,300 $ 1,514,400 $ 1,975,600 $ 1,955,400
- ----------------------------------------------------------------------------------------------------------------------
Net cash (used for) provided by investing activities $ (407,700) $ (819,900) $ 798,000 $ 32,100,700 $(2,141,600)
- ----------------------------------------------------------------------------------------------------------------------
Net cash (used for) financing activities $ (921,800) $(1,518,500) $(1,410,500) $(29,669,900) $ (421,200)
- ----------------------------------------------------------------------------------------------------------------------
a) Cash Flow is defined in the Partnership Agreement as Partnership revenues
earned from operations (excluding tenant deposits and proceeds from the
sale, disposition or financing of any Partnership properties or the
refinancing of any Partnership indebtedness), minus all expenses incurred
(including Operating Expenses, payments of principal (other than balloon
payments of principal out of Offering proceeds) and interest on any
Partnership indebtedness, and any reserves of revenues from operations
deemed reasonably necessary by the General Partner), except depreciation and
amortization expenses and capital expenditures and lease acquisition
expenditures.
b) Nonscheduled principal payments of $253,000, $253,000 and $668,000 in 2001,
2000 and 1999, respectively, are excluded.
The above selected financial data should be read in conjunction with the
financial statements and the related notes appearing on pages A-1 through A-6
in this report and the supplemental schedule on pages A-7 and A-8.
5
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The ordinary business of the Partnership is expected to pass through its life
cycle in three phases: (i) the Offering of Units and investment in properties;
(ii) the operation of properties and (iii) the sale or other disposition of
properties.
The following Management's Discussion and Analysis of Financial Condition and
Results of Operations may contain various "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
statements can be identified by the use of forward-looking terminology such as
"believes", "expects", "prospects", "estimated", "should", "may" or the
negative thereof or other variations thereon or comparable terminology
indicating the Partnership's expectations or beliefs concerning future events.
The Partnership cautions that such statements are qualified by important
factors that could cause actual results to differ materially from those in the
forward-looking statements. These risks and uncertainties should be considered
in evaluating forward-looking statements and undue reliance should not be
placed on such statements.
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 generally 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. The FASB
issued Statement of Financial Accounting Standards No. 144, Accounting for the
Impairment or Disposal of Long Lived Assets. Statement 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
The standard was adopted in 2002, as management has committed to disposing of
its remaining real estate asset. During the year ended December 31, 2002 the
investment in Marquette was written down to $7.5 million resulting in a
provision for value impairment of $3,441,000. Marquette's operations have been
disclosed as discontinued operations for each year presented as follows:
2002 2001 2000
- ----------------------------------- ----------
Income $3,789,800 $3,943,400 $4,305,700
Expenses 6,607,100 3,083,300 3,025,800
---------- ---------- ----------
Discontinued
operations (2,817,300) 860,100 1,279,900
Operations
The table below is a recap of certain operating results of each of the
Partnership's properties for the years ended December 31, 2002, 2001 and 2000.
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 Years Ended December 31,
----------------------------------
2002 2001 2000
-------------------------------------------------------
Marquette Mall and
Office Building
Rental revenues $3,789,800 $3,943,400 $4,305,700
-------------------------------------------------------
Property net income $ 623,700 $ 860,100 $1,279,900
-------------------------------------------------------
Average occupancy 79% 78% 79%
-------------------------------------------------------
a) Excludes certain income and expense items which are either not directly
related to individual property operating results such as interest income,
interest expense on the Partnership's Front-End Fees loan, general and
administrative and state income tax expenses or are related to properties
disposed of by the Partnership prior to the periods under comparison.
Comparison of the year ended December 31, 2002 to the year ended December 31,
2001
Net income, exclusive of provision of value impairment, decreased by $385,500
for the year ended December 31, 2002 when compared to the year ended December
31, 2001. The decrease was primarily due to the decrease in operating results
at Marquette Mall and Office Building ("Marquette"). The decrease was also due
to a decrease in interest earned on the Partnership's short-term investments,
which was due to a decline in the rates earned on those investments.
The following comparison includes on the results of Marquette.
Rental income decreased by $153,600 or 3.9% for the year ended December 31,
2002 when compared to the year ended December 31, 2001. The decrease was due to
a decline in base rental income. The decline in base rental income can be
attributed to a decrease in rates paid by new tenants. In addition the decrease
was due to a decline in percentage rent, which was due to lower sales.
Interest expense decreased by $23,500 for the year ended December 31, 2002 when
compared to the year ended December 31, 2001. The decrease was due to the 2001
repayment of the mortgage loan collateralized by Marquette Mall.
Depreciation and amortization expense increased by $49,100 for the year ended
December 31, 2002 when compared to the year ended December 31, 2001. The
increase was due to the improvements made to Marquette during 2002 and 2001.
Insurance expense increased by $25,100 for the year ended December 31, 2002
when compared to the year ended December 31, 2001. The increase was due to an
increase in property and liability insurance costs.
All other expenses remained relatively unchanged for the periods under
comparison.
Comparison of the year ended December 31, 2001 to the year ended December 31,
2000
Net income decreased by $585,500 for year ended December 31, 2001 when compared
to the year ended December 31, 2000. The decrease was primarily due to the
decrease in operating results at Marquette. The decrease was also due to a
decrease in interest earned on the Partnership's short-term investments, which
was due to a decline in the rates earned on those investments.
The following comparison includes only the results of Marquette.
Rental income decreased by $362,300 or 8.4% for the year ended December 31,
2001 when compared to the year ended December 30, 2000. The decrease was due to
a decline in base rental income at the property. The decline in base rental
income can be attributed to a decrease in occupancy and rates paid by new
tenants.
6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--continued
Interest expense decreased by $52,000 for the year ended December 31, 2001 when
compared to the year ended December 31, 2000. This decrease was due to the
repayment of the mortgage loan collateralized by Marquette Office in 2000 and
the mortgage loan collateralized by Marquette Mall in 2001. As the
Partnership's mortgage loans have been repaid in full there will be no future
interest expense.
Property operating expense increased by $108,300 for the year ended December
31, 2001 when compared to the year ended December 31, 2000. The increase was
primarily due to an increase in utility and salary costs.
All other expenses remained relatively unchanged for the period under
comparison.
To increase and/or maintain the occupancy level at the Partnership's remaining
property, the General Partner, through the 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
building brochures; 2) early renewal of existing tenant 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.
The rate of inflation has remained relatively stable during the years under
comparison and has had a minimal impact on the operating results of the
Partnership. The nature of various tenant lease clauses protects the
Partnership, to some extent, from increases in the rate of inflation. Certain
of the lease clauses provide for the following: (1) annual rent increases based
on the Consumer Price Index or graduated rental increases; (2) percentage
rentals, for which the Partnership receives as additional rent a percentage of
a tenant's sales over predetermined amounts and (3) total or partial tenant
reimbursement of property operating expenses (e.g., common area maintenance,
real estate taxes, etc.).
Liquidity and Capital Resources
One of the Partnership's objectives is to dispose of its properties when market
conditions allow for the achievement of the maximum possible sales price. In
the interim, the Partnership continues to manage and maintain its remaining
property. Cash Flow (as defined in the Partnership Agreement) is generally not
equal to Partnership net income or cash flows as determined by GAAP, since
certain items are treated differently under the Partnership Agreement than
under GAAP. Management believes that to facilitate a clear understanding of the
Partnership's operations, an analysis of Cash Flow (as defined in the
Partnership Agreement) should be examined in conjunction with an analysis of
net income or cash flows as determined by GAAP. The second table in Selected
Financial Data includes a reconciliation of Cash Flow (as defined in the
Partnership Agreement) to cash flows provided by operating activities as
determined by GAAP. Such amounts are not indicative of actual distributions to
Partners and should not necessarily be considered as an alternative to the
results disclosed in the Statements of Income and Expenses and Statements of
Cash Flows.
Cash Flow (as defined in the Partnership Agreement) decreased by $21,100 for
the year ended December 31, 2002 when compared to the year ended December 31,
2001. The decrease was primarily due to the decrease in net income, as
previously discussed. The decrease was partially offset by a decrease in
principal payments on the Partnership's mortgage loan obligation, which was due
it repayment in 2001.
The increase of $7,300 in the Partnership's cash position for the year ended
December 31, 2002 was primarily the result of net cash provided by operating
activities exceeding distributions to Limited Partners and payments for capital
and tenant improvements. Liquid assets of the Partnership as of December 31,
2002 were comprised of amounts held for working capital purposes.
Net cash provided by operating activities decreased by $390,500 for the year
ended December 31, 2002 when compared to the year ended December 31, 2001. The
decrease was due to the decrease in net income, exclusive of depreciation and
amortization, as previously discussed.
Net cash used for investing activities decreased by $412,200 for the year ended
December 31, 2002 when compared to the year ended December 31, 2001. The
decrease was due to a decrease in expenditures, during the year ended December
31, 2002, for capital and tenant improvements.
The Partnership has no financial instruments for which there are significant
market risks.
The Partnership maintains working capital reserves to pay for capital
expenditures such as building and tenant improvements and leasing costs. During
the year ended December 31, 2002, the Partnership spent $407,700 for building
and tenant improvements and has budgeted to spend approximately $225,000 during
2003. The General Partner believes these improvements and leasing costs are
necessary in order to increase and/or maintain the occupancy level in a very
competitive market, maximize rental rates charged to new and renewing tenants
and to prepare the remaining property for eventual disposition.
Net cash used for financing activities decreased by $596,700 for the year ended
December 31, 2002 when compared to the year ended December 31, 2001. The
decrease was primarily due to a decrease in principal payments on the
Partnership's mortgage debt.
During 2000 the Partnership repaid the mortgage loan collateralized by
Marquette Office. During 2001 the Partnership repaid the mortgage loan
collateralized by Marquette Mall. As of December 31, 2002 the Partnership has
no outstanding mortgage debt.
Pursuant to a 1999 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. Repayment of the principal amount of the Front-End Fees
loan is subordinated 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 reclassed to Partner's Capital.
The General Partner continues to take a conservative approach to projections of
future rental income in its determination of adequate levels of cash reserves
due to the anticipated capital, tenant improvement and leasing costs at
7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--continued
Marquette. The General Partner believes that Cash Flow (as defined in the
Partnership Agreement) is the best and least expensive source of cash. As a
result, cash continues to be retained to supplement working capital reserves.
For the year ended December 31, 2002 Cash Flow (as defined in the Partnership
Agreement) retained to supplement working capital reserves amounted to $246,200.
Distributions to Limited Partners for the quarter ended December 31, 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 on 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 estimated current 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.
In accordance with Statement of Financial Accounting Standards No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets effective for
Financial Statements issued for fiscal years beginning after December 15, 2001,
the net income related to properties sold or held for sale subsequent to
December 31, 2001 is reflected in the consolidated statements of income and
expenses as "discontinued operations" for each year presented.
8
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this item is submitted as a separate section of this report.
See page A-1 "Index of Financial Statements, Schedule and Exhibits."
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
9
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) & (e) DIRECTORS
The Partnership has no directors. First Capital Financial L.L.C. ("General
Partner") (formerly known as First Capital Financial Corporation) is the
general partner of the Partnership. The directors as of March 1, 2003, are
shown in the table below. Directors serve for one year or until their
successors are elected. The next annual meeting of the General Partner will be
held in June 2003.
Name Office
---- --------
Donald J. Liebentritt Director
Donald J. Liebentritt, 52, has been President and Chief Executive Officer since
December 2002, a Director since May 2000 and was a Vice President from May 2000
until December 2002. Mr. Leibentritt is President of Equity Group Investments,
L.L.C., Vice President and Assistant Secretary of Great American Management and
Investment Inc. ("Great American") and was Principal and Chairman of the Board
of Rosenberg & Liebentritt, P.C. until its dissolution in 1999.
(b) & (e) EXECUTIVE OFFICERS
The Partnership does not have any executive officers. The executive officers of
the General Partner as of March 1, 2003 are shown in the table. All officers
are elected to serve for one year or until their successors are elected and
qualified.
Name Office
---- ------
Donald J. Liebentritt President and Chief Executive Officer
Philip Tinkler....... Vice President--Finance and Treasurer
Donald J. Liebentritt- See Table of Directors above.
Philip Tinkler, 38, has been Vice President of Finance and Treasurer of the
General Partner since April 2001, has been Vice President/ Assistant Treasurer
of Great American since March 2001, and has been Treasurer and Vice President
of Accounting for Equity Group Investments, L.L.C. since May 2000. Mr. Tinkler
has been Chief Financial Officer of Danielson Holding Company since January
2003.
(d) FAMILY RELATIONSHIPS
There are no family relationships among any of the foregoing directors and
officers.
(f) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
There are no involvements in certain legal proceedings among any of the
foregoing directors and officers.
ITEM 11. EXECUTIVE COMPENSATION
(a-d,g-k)As stated in Item 10, the Partnership has no officers or directors.
Neither the General Partner, nor any director or officer of the
General Partner, received any direct remuneration from the Partnership
during the year ended December 31, 2002. However, the General Partner
and its Affiliates do compensate its directors and officers.
For additional information see Item 13 Certain Relationships and Related
Transactions.
(e-f) None.
10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED
STOCKHOLDER MATTERS
Equity Compensation Plans
As stated in Item 10, the Partnership has no officers or Directors. Neither the
Partnership nor the General Partner maintains an Equity Compensation Plan.
Security Ownership
(a)The following table sets forth, as of March 1, 2003 (unless otherwise
indicated in a footnote), information concerning the beneficial ownership of
voting securities of the Partnership by the persons who are known by the
Partnership to own beneficially more than 5.0% of the outstanding
Partnership Units.
Amount and
nature Percent
Name and address of beneficial of
Title of Class of beneficial owner ownership Class
-------------- --------------------------- ------------- -------
Partnership Units Everest Investors 12, LLC 4,744(1) 8.2%
155 North Lake Avenue #1000
Pasadena, California 91101
Everest Investors 4, LLC 4,744(1) 8.2%
155 North Lake Avenue #1000
Pasadena, California 91101
Everest Investors 8, LLC 4,744(1) 8.2%
155 North Lake Avenue #1000
Pasadena, California 91101
KM Investments, LLC 4,744(1) 8.2%
155 North Lake Avenue #1000
Pasadena, California 91101
W. Robert Kohorst 4,744(1) 8.2%
155 North Lake Avenue #1000
Pasadena, California 91101
Stephen Feinberg 4,744(1) 8.2%
450 Park Avenue, 28th Floor
New York, New York 10022
- --------
(1)The amount of Partnership Units beneficially owned by each referenced person
(collectively, the "Referenced Persons") is set forth in the Schedule 13G
filed on January 21, 2003 by such Referenced Persons. According to such
Schedule 13G, the Partnership Units are held of record by Everest Investors
12, LLC (1,915 Partnership Units), Everest Investors 8, LLC (1,756
Partnership Units), Everest Investors 4, LLC (973 Partnership Units) and KM
Investments, LLC (100 Units) (collectively, the "Everest Holders"). The
members of each Everest Holder include Blackacre Everest, LLC ("Blackacre
Everest"), Everest Partners, LLC ("Everest Partners") and Everest Properties
II, LLC ("Everest Properties II"). Pursant to the Operating Agreement of
each Everest Holder, the consents of Blackacre Everest, Everest Partners and
Everest Properties II are required to vote or dispose of the Partnership
Units held by such Everest Holder. Mr. Feinberg, in his capacity as the
co-president of Blackacre Capital Management Corp., which is the general
partner of Blackacre Capital Group, L.P., which is the managing member of
Blackacre Everest, possesses sole power to determine whether consent by
Blackacre Everestwill given or withheld. Messrs. Kohorst and Feinberg
possess shared power to determine whether such consent by Everest Partners
will be given or withheld. Mr. Kohorst possesses sole power to determine
whether such consent by Everest Properties II will be given or withheld.
(b)The Partnership has no directors or executive officers. As of March 1, 2003,
the executive officers and directors of the General Partner, as a group, did
not own any Units.
(c)None.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a)Affiliates of the General Partner provide property supervisory services to
the Partnership. During the year ended December 31, 2002, these Affiliates
were entitled to supervisory fees of $9,700. In addition, other Affiliates
of the General Partner were entitled to fees and compensation of $130,600
for insurance, personnel and other services. As of December 31, 2002,
$98,100 of these fees and reimbursements were due to affiliates. Services
provided by affiliates are on terms, which are fair, reasonable and no less
favorable to the Partnership than reasonably could be obtained from
unaffiliated persons.
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.
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
11
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 year ended December 31, 2002, the
General Partner was allocated Net Profits of $5,800.
(b)None.
(c)No management person is indebted to the Partnership.
(d)None
ITEM 14. CONTROLS AND PROCEDURES
Within 90 days prior to the date of this Annual Report on Form 10-K, the
General Partner carried out an evaluation, under the supervision and with the
participation of the General Partner's management, including the General
Partner's President and Chief Executive Officer and the General Partner'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.
12
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a,c & d) See Index of Financial Statements, Schedule and Exhibits on page A-1
of Form 10-K.
(b) Reports on Form 8-K:
There were no reports filed on Form 8-K for the quarter ended December 31, 2002.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Dated: March 28, 2003
By: /s/ DONALD J. LIEBENTRITT
-----------------------------
DONALD J. LIEBENTRITT
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/S/ DONALD J. LIEBENTRITT March 28, 2003 President, Chief Executive Officer and
- -------------------------- Director of the General Partner
DONALD J. LIEBENTRITT
/s/ PHILIP TINKLER March 28, 2003 Vice President--Finance and Treasurer
- --------------------------
PHILIP TINKLER
14
INDEX OF FINANCIAL STATEMENTS, SCHEDULE AND EXHIBITS
FINANCIAL STATEMENTS FILED AS PART OF THIS REPORT
Pages
- ---------------------------------------------------------------------------------
Report of Independent Auditors A-2
Balance Sheets as of December 31, 2002 and 2001 A-3
Statements of Partners' Capital for the Years Ended
December 31, 2002, 2001 and 2000 A-3
Statements of Income and Expenses for the Years
Ended December 31, 2002, 2001 and 2000 A-4
Statements of Cash Flows for the Years Ended
December 31, 2002, 2001 and 2000 A-4
Notes to Financial Statements A-5 to A-6
- ---------------------------------------------------------------------------------
SCHEDULE FILED AS PART OF THIS REPORT
III--Real Estate and Accumulated Depreciation as of December 31, 2002 A-7 and A-8
All other schedules have been omitted as inapplicable, or for the reason that
the required information is shown in the financial statements or notes thereto.
EXHIBITS FILED AS PART OF THIS REPORT
EXHIBITS (3 & 4) First Amended and Restated Certificate and Agreement of
Limited Partnership as set forth on pages A-1 through A-34 of the Partnership's
definitive Prospectus dated September 12, 1985; Registration Statement No.
2-98749, filed pursuant to Rule 424 (b), is incorporated herein by reference.
EXHIBIT (13) Annual Report to Security Holders
The 2002 Annual Report to Limited Partners is being sent under separate cover,
not as a filed document and not via EDGAR, for the information of the
Commission.
Exhibit (99.1) Certification of Periodic Financial Report Pursuant to Section
906 of the Sarbanes - Oxley Act of 2002, 18 U.S.C. Section 1350.
A-1
REPORT OF INDEPENDENT AUDITORS
Partners
First Capital Income Properties, Ltd.--Series XI
Chicago, Illinois
We have audited the accompanying balance sheets of First Capital Income
Properties, Ltd.--Series XI as of December 31, 2002 and 2001, and the related
statements of income and expenses, partners' capital and cash flows for each of
the three years in the period ended December 31, 2002. Our audits also included
the financial statement schedule listed in the index at A-1. These financial
statements and schedule are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Capital Income
Properties, Ltd.--Series XI at December 31, 2002 and 2001, and the results of
its operations and its cash flows for each of the three years in the period
ended December 31, 2002, in conformity with accounting principles generally
accepted in the United States. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
As discussed in Note 1 to the financial statements, in 2002, First Capital
Income Properties, Ltd.--Series XI adopted the Provisions of Statements of
Financial Standards No. 144, "Accounting for the Impairment of Long-Lived
Assets."
Ernst & Young LLP
Chicago, Illinois
February 28, 2003
A-2
BALANCE SHEETS
December 31, 2002 and 2001
(All dollars rounded to nearest 00s)
2002 2001
-------------------------------- ----------- -----------
ASSETS
Investment in commercial
rental property:
Land $ -- $ 1,879,500
Buildings and improvements -- 18,342,000
---------------------------------------------------------
-- 20,221,500
Accumulated depreciation
and amortization -- (9,096,000)
---------------------------------------------------------
Total investment property, net
of accumulated depreciation
and amortization -- 11,125,500
Real estate held for disposition 7,500,000 --
Cash and cash equivalents 5,864,600 5,857,300
Rents receivable 665,200 307,500
Other assets 39,800 --
---------------------------------------------------------
$14,069,600 $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 1,250,100 767,200
Due to Affiliates, net 98,100 3,300
Security deposits 56,100 56,000
Distribution payable 230,500 230,600
Other liabilities 185,300 197,200
---------------------------------------------------------
10,115,300 9,549,500
---------------------------------------------------------
Partners' Capital:
General Partner 1,385,600 1,414,200
Limited Partners (57,621
Units issued and
outstanding) 2,568,700 6,326,600
---------------------------------------------------------
3,954,300 7,740,800
---------------------------------------------------------
$14,069,600 $17,290,300
---------------------------------------------------------
STATEMENTS OF PARTNERS' CAPITAL
For the years ended December 31, 2002, 2001 and 2000
(All dollars rounded to nearest 00s)
General Limited
Partner Partners Total
--------------------- ---------- ----------- -----------
Partners' capital,
January 1, 2000 $1,389,100 $ 5,686,400 $ 7,075,500
Net income for the
year ended
December 31,
2000 15,500 1,531,900 1,547,400
Distributions for the
year ended
December 31,
2000 -- (922,100) (922,100)
-----------------------------------------------------------
Partners' capital,
December 31,
2000 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 (loss) for the
year ended
December 31,
2002 (28,600) (2,836,000) (2,864,600)
Distributions for the
year ended
December 31,
2002 -- (921,900) (921,900)
-----------------------------------------------------------
Partners' capital,
December 31,
2002 $1,385,600 $ 2,568,700 $ 3,954,300
-----------------------------------------------------------
A-3
The accompanying notes are an integral part of the financial statements.
STATEMENTS OF INCOME AND EXPENSES
For the years ended December 31, 2002, 2001 and 2000
(All dollars rounded to nearest 00s except per Unit amounts)
2002 2001 2000
- ---------------------------------------------------------------------------------------------------------------------
Income:
Rental $ -- $ 3,500 $ 10,100
Interest 92,600 247,400 413,100
- ---------------------------------------------------------------------------------------------------------------------
92,600 250,900 423,200
- ---------------------------------------------------------------------------------------------------------------------
Expenses:
Nonaffiliates -- -- (1,800)
General and administrative:
Affiliates 11,100 18,100 9,200
Nonaffiliates 128,800 131,000 148,300
- ---------------------------------------------------------------------------------------------------------------------
139,900 149,100 155,700
- ---------------------------------------------------------------------------------------------------------------------
Net (loss) income from continuing operations (47,300) 101,800 267,500
- ---------------------------------------------------------------------------------------------------------------------
Discontinued operations (including impairment loss of $3,441,000 in 2002) (2,817,300) 860,100 1,279,900
- ---------------------------------------------------------------------------------------------------------------------
Net (loss) income $(2,864,600) $961,900 $1,547,400
- ---------------------------------------------------------------------------------------------------------------------
Net (loss) income allocated to General Partner $ (28,600) $ 9,600 $ 15,500
- ---------------------------------------------------------------------------------------------------------------------
Net (loss) income allocated to Limited Partners $(2,836,000) $952,300 $1,531,900
- ---------------------------------------------------------------------------------------------------------------------
Net (loss) income allocated to Limited Partners per Unit (57,621 Units outstanding) $ (49.22) $ 16.53 $ 26.59
- ---------------------------------------------------------------------------------------------------------------------
STATEMENTS OF CASH FLOWS
For the years ended December 31, 2002, 2001 and 2000
(All dollars rounded to nearest 00s)
2002 2001 2000
- --------------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net (loss) income $(2,864,600) $ 961,900 $ 1,547,400
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization 592,200 543,100 491,600
Provision for value impairment 3,441,000 -- --
Changes in assets and liabilities:
(Increase) decrease in rents receivable (357,700) 289,000 (216,200)
(Increase) decrease in other assets (39,800) 13,200
Increase (decrease) in accounts payable
and accrued expenses 482,900 (17,000) (97,000)
Increase (decrease) in due to Affiliates 94,800 2,000 (3,000)
(Decrease) in prepaid rent -- (61,700) (28,600)
Increase (decrease) in state income taxes payable -- 7,000 (275,000)
(Decrease) in distribution payable (100) -- --
(Decrease) increase in other liabilities (11,900) 3,000 82,000
- --------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 1,336,800 1,727,300 1,514,400
- --------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Payments for building and tenant improvements (407,700) (819,900) (166,200)
Decrease in investments in debt securities, net -- -- 964,200
- --------------------------------------------------------------------------------------------------------------------------------
Net cash (used for) provided by investing activities (407,700) (819,900) 798,000
- --------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Principal payments on mortgage loans payable -- (568,400) (721,600)
Distributions to Limited Partners (921,900) (921,900) (691,500)
Increase (decrease) increase in security deposits 100 (28,200) 2,600
- --------------------------------------------------------------------------------------------------------------------------------
Net cash (used for) financing activities (921,800) (1,518,500) (1,410,500)
- --------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 7,300 (611,100) 901,900
Cash and cash equivalents at the beginning of the year 5,857,300 6,468,400 5,566,500
- --------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at the end of the year $5,864,600 $5,857,300 $6,468,400
- --------------------------------------------------------------------------------------------------------------------------------
Supplemental information:
Interest paid during the year $-- $23,500 $75,500
- --------------------------------------------------------------------------------------------------------------------------------
A-4
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
1. Organization and 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.
Organization:
The Partnership was formed on May 24, 1985, by the filing of a Certificate and
Agreement of Limited Partnership with the Recorder of Deeds of Cook County,
Illinois, and commenced the Offering of Units on September 12, 1985. The
Certificate and Agreement, as amended and restated, authorized the sale to the
public of 50,000 Units (with the General Partner's option to increase to
100,000 Units) and not less than 1,400 Units pursuant to the Prospectus. On
December 3, 1985, the required minimum subscription level was reached and the
Partnership's operations commenced. The General Partner exercised its option to
increase the Offering to 100,000 Units and the Partnership Agreement was
subsequently amended to extend the Offering until March 31, 1987, through which
date 57,621 Units were sold. The Partnership was formed to invest primarily in
existing, improved, income-producing commercial real estate.
Since 1999, the Partnership has only owned one property, Marquette Mall and
Office Building, which has 382,052 net leasable square feet, is located in
Michigan City, Indiana and is currently being held for sale as of December 31,
2002.
The Partnership Agreement provides that the Partnership will be dissolved on or
before December 31, 2015. The Limited Partners, by a majority vote, may
dissolve the Partnership at any time.
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. Effective July 1,
1998, 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 Partnership is not liable for Federal income taxes as the Partners
recognize their proportionate share of the Partnership income or loss in their
income tax returns; therefore, no provision for Federal income taxes is made in
the financial statements of the Partnership. In addition, it is not practicable
for the Partnership to determine the aggregate tax bases of the individual
Partners; therefore, the disclosure of the differences between the tax bases
and the reported assets and liabilities of the Partnership would not be
meaningful.
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 their estimated useful
lives. 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
over the life of each respective lease. Repair and maintenance expenditures are
expensed as incurred; expenditures for improvements are capitalized and
depreciated 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.
The FASB issued Statement of Financial Accounting Standards No. 144, Accounting
for the Impairment or Disposal of Long Lived Assets. Statement 144 addresses
financial accounting and reporting for the impairment or disposal of long-lived
assets. The standard was adopted in 2002, as management has committed to
disposing of its remaining real estate asset. During the year ended December
31, 2002 the investment in Marquette was written down to $7.5 million resulting
in a provision for value impairment of $3,441,000. Marquette's operations have
been disclosed as discontinued operations for each year presented as follows:
2002 2001 2000
- ---------- --------- ---------
Income................. 3,789,800 3,943,400 4,305,700
Expenses............... 6,607,100 3,083,300 3,025,800
---------- --------- ---------
Discontinued operations (2,817,300) 860,100 1,279,900
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 on sale is recognized in accordance with GAAP.
Cash equivalents are considered all highly liquid investments with a maturity
of three months or less when purchased.
The Partnership's financial statements include financial instruments, including
receivables and trade liabilities. The Partnership considers the disclosure of
the fair value of its mortgage debt to be impracticable due to the general
illiquid nature of the real estate financing market. The fair value of all
other financial instruments, including cash and cash equivalents, was not
materially different from their carrying value at December 31, 2002 and 2001.
A-5
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 years ended December 31, 2002, 2001 and
2000, the General Partner was allocated Net Profits of $5,800, $9,600 and
$15,500, respectively.
Fees and reimbursements paid and payable by the Partnership to Affiliates were
as follows:
For the Years Ended December 31,
- - -------------------------------------------------
2002 2001 2000
--------------- ---------------- ----------------
Paid Payable Paid Payable Paid Payable
- ----------------------------------------------------------------------------------------------
Property management and leasing fees $ 7,300 1,400 $ 9,500 None $ 11,800 None
Reimbursement of property insurance premiums 19,500 96,700 91,100 None 101,300 None
Legal None None None None None None
Reimbursement of expenses, at cost:
--Accounting 7,000 None 2,000 2,000 5,300 None
--Investor communication 7,400 None 14,100 1,300 7,300 1,300
- ----------------------------------------------------------------------------------------------
$41,200 $98,100 $116,700 $3,300 $125,700 $1,300
- ----------------------------------------------------------------------------------------------
3. Front-End Fees loan payable to Affiliate:
The Partnership borrowed $8,295,200 from an Affiliate of the General Partner,
the 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 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
reclassed to Partners' Capital.
Pursuant to a modification of this loan agreement, beginning January 1, 1996,
the Partnership elected to defer payment of interest on 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. During the
year ended December 31, 1999, the Partnership reflected the waiver of deferred
interest in the financial statements through an adjustment of $2,257,700 to
Partners' Capital.
4. Future minimum rents:
Future minimum rental income due on noncancelable leases as of December 31,
2002 was as follows:
2003 $ 1,731,900
2004 1,306,700
2005 1,022,300
2006 807,200
2007 640,300
Thereafter 975,400
----------------------
$6,483,800
----------------------
The Partnership is subject to the usual business risks associated with the
collection of the above-scheduled rents. In addition to the amounts scheduled
above, the Partnership expects to receive rental revenue from (i) operating
expense and real estate tax reimbursements and (ii) percentage rents.
Percentage rents earned for the years ended December 31, 2002, 2001 and 2000
were $264,700, $464,500 and $452,200, respectively.
5. Income tax:
The Partnership utilizes the accrual method of accounting for both income tax
reporting and financial statement purposes. Financial statement results will
differ from income tax results due to the use of differing depreciation lives
and methods, the recognition of rents received in advance as taxable income and
the Partnership's provisions for value impairment. For the years ended December
31, 2002, 2001 and 2000, net income for income tax reporting purposes was
$192,100, $482,200, and $998,600, respectively. The aggregate cost of
commercial rental properties for Federal income tax purposes at December 31,
2002 was $27,729,200.
A-6
SCHEDULE III--REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2002
Costs capitalized
Initial cost subsequent to
to Partnership acquisition
---------------------- -------------------
Buildings
and
Improve- Improve- Carrying
Description Encumbrances Land ments ments Costs(1)
- ------------------------------------------------- -------------------------------------------------------
Shopping Center:
Marquette Mall and Office Building (Michigan
City, IN) (100% Interest) $0 $2,000,000 $20,306,700 $5,378,200 $164,800
- -----------------------------------------------------------------------------------------------------------
Gross amount at which
carried at close of period
----------------------------------
Buildings
and
Improve- Accumulated Date of Date
Description Land(5) ments Total(2)(3) Depreciation(2) Construction Acquired
- -------------------------------------------------
Shopping Center:
Marquette Mall and Office Building (Michigan
City, IN) (100% Interest) $1,879,500 $15,308,700 $17,188,200(4) $9,688,200 1967 Dec. 1986
- --------------------------------------------------------------------------------------------------------------------------------
Life on which
depreciation in
latest income
statements is
Description computed
- -------------------------------------------------
Shopping Center:
Marquette Mall and Office Building (Michigan 35(6)
City, IN) (100% Interest) 2-10(7)
- ------------------------------------------------------------------
A-7
NOTES TO SCHEDULE III
Note 1. Consists of legal fees, appraisal fees, title costs and other related
professional fees.
Note 2. The following is a reconciliation of activity in columns E and F:
Years ended
------------------------------------------------------------------------------
December 31, 2002 December 31, 2001 December 31, 2000
-------------------------- ------------------------- -------------------------
Accumulated Accumulated Accumulated
Cost Depreciation Cost Depreciation Cost Depreciation
- -------------------------------------------------------------------------------------------------------------
Balance at the beginning of
the year $20,221,500 $ 9,096,000 $19,401,600 $ 8,552,900 $19,235,400 $ 8,061,300
Additions during the year:
Improvements 407,700 819,900 166,200
Provisions for depreciation 592,200 543,100 491,600
Deductions during the year:
Provision for value
impairment (3,441,000)
- -------------------------------------------------------------------------------------------------------------
Balance at the end of the year $17,188,200 $ 9,688,200 $20,221,500 $ 9,096,000 $19,401,600 $ 8,552,900
- -------------------------------------------------------------------------------------------------------------
Note 3. The aggregate cost for federal income tax purposes as of December 31,
2002 was $27,729,200
Note 4. Includes cumulative provisions for value impairment of $10,541,000 for
Marquette.
Note 5. Land has been reduced by $120,500 in connection with the sales of two
outparcels at Marquette.
Note 6. Estimated useful life in years for building.
Note 7. Estimated useful life in years for improvements.
A-8
FORM OF SECTION 302 CERTIFICATION
I, Donald Liebentritt, 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 annual report on Form 10-K of First Capital Income
Properties, Ltd. Series--XI;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 annual 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
annual report (the "Evaluation Date"); and
c) presented in this annual 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
annual 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: March 28, 2003
/s/ Donald J. Liebentritt
-----------------------------
Donald J. Liebentritt
President and Chief Executive
Officer
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 annual report on Form 10-K of First Capital Income
Properties, Ltd. Series--XI;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 annual 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
annual report (the "Evaluation Date"); and
c) presented in this annual 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
annual 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: March 28, 2003
/s/ Philip Tinkler
-----------------------------
Philip Tinkler
Vice President--Finance and
Treasurer