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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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FORM 10-Q
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.. QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the period ended March 31, 2003
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 (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
Two North Riverside 60606-2607
Plaza, Suite (Zip Code)
700, Chicago, Illinois
(Address of principal
executive offices)
(312) 207-0020
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
Documents incorporated by reference:
The First Amended and Restated Certificate and Agreement of Limited Partnership
filed as Exhibit A to the Partnership's Prospectus dated September 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)
March 31,
2003 December 31,
(Unaudited) 2002
---------------------------------------------------------
ASSETS
Real estate held for disposition $ 7,505,100 $ 7,500,000
Cash and cash equivalents 5,920,700 5,864,600
Rents receivable 602,700 665,200
Other assets (net of
accumulated amortization
on leasing commissions of
$2,000 and $0, respectively) 24,400 39,800
---------------------------------------------------------
$14,052,900 $14,069,600
---------------------------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Front-End Fees loan payable
to Affiliate $ 8,295,200 $ 8,295,200
Accounts payable and
accrued expenses 1,281,000 1,250,100
Due to Affiliates, net 4,800 98,100
Security deposits 57,500 56,100
Distribution payable 230,500 230,500
Other liabilities 185,300 185,300
---------------------------------------------------------
10,054,300 10,115,300
---------------------------------------------------------
Partners' Capital:
General Partner 1,388,300 1,385,600
Limited Partners (57,621
Units issued and
outstanding) 2,610,300 2,568,700
---------------------------------------------------------
3,998,600 3,954,300
---------------------------------------------------------
$14,052,900 $14,069,600
---------------------------------------------------------
STATEMENTS OF PARTNERS' CAPITAL
For the quarter ended March 31, 2003 (Unaudited)
and the year ended December 31, 2002
(All dollars rounded to nearest 00s)
General Limited
Partner Partners Total
-----------------------------------------------------------
Partners' capital,
January 1, 2002 $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
Net income for the
quarter ended
March 31, 2003 2,700 272,100 274,800
Distributions for the
quarter ended
March 31, 2003 -- (230,500) (230,500)
-----------------------------------------------------------
Partners' capital,
March 31, 2003 $1,388,300 $ 2,610,300 $ 3,998,600
-----------------------------------------------------------
2
The accompanying notes are an integral part of the financial statements.
STATEMENTS OF INCOME AND EXPENSES
For the quarters ended March 31, 2003 and 2002
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
2003 2002
-----------------------------------------------------
Income:
Rental $ -- $ 3,500
Interest 17,600 24,000
-----------------------------------------------------
17,600 27,500
-----------------------------------------------------
Expenses:
General and administrative:
Affiliates 7,300 2,500
Nonaffiliates 32,300 38,300
-----------------------------------------------------
39,600 40,800
-----------------------------------------------------
(Loss) from continuing operations (22,000) (13,300)
-----------------------------------------------------
Discontinued operations 296,800 65,300
-----------------------------------------------------
Net income $274,800 $ 52,000
-----------------------------------------------------
Net income allocated to
General Partner $ 2,700 $ 500
-----------------------------------------------------
Net income allocated to
Limited Partners $272,100 $ 51,500
-----------------------------------------------------
Net income allocated to
Limited Partners per Unit
(57,621 Units outstanding) $ 4.72 $ 0.89
-----------------------------------------------------
STATEMENTS OF CASH FLOWS
For the quarters ended March 31, 2003 and 2002
(Unaudited)
(All dollars rounded to nearest 00s)
2003 2002
--------------------------------------------------------
Cash flows from operating
activities:
Net income $ 274,800 $ 52,000
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and
amortization 2,000 145,300
Changes in assets and
liabilities:
Decrease (increase) in
rents receivable 62,500 (61,700)
Decrease in other assets 28,900 --
Increase in accounts
payable and accrued
expenses 30,900 429,800
(Decrease) increase in due
to Affiliates (93,300) 200
(Decrease) in other
liabilities -- (600)
--------------------------------------------------------
Net cash provided by
operating activities 305,800 565,000
--------------------------------------------------------
Cash flows from investing
activities:
Payments for building and
tenant improvements (5,100) (63,500)
Leasing commissions paid (15,500) --
--------------------------------------------------------
Net cash (used for)
investing activities (20,600) (63,500)
--------------------------------------------------------
Cash flows from financing
activities:
Distributions to Limited
Partners (230,500) (230,500)
Increase in security deposits 1,400 1,200
--------------------------------------------------------
Net cash (used for)
financing activities (229,100) (229,300)
--------------------------------------------------------
Net increase in cash and cash
equivalents 56,100 272,200
--------------------------------------------------------
Cash and cash equivalents at the
beginning of the period 5,864,600 5,857,300
--------------------------------------------------------
Cash and cash equivalents at the
end of the period $5,920,700 $6,129,500
--------------------------------------------------------
3
The accompanying notes are an integral part of the financial statements.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
March 31, 2003
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 accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three months ended March 31, 2003 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2003. Reference is made to the Partnership's Annual Report for the
year ended December 31, 2002, for a description of other accounting policies
and additional details of the Partnership's financial condition, results of
operations, changes in Partners' capital and changes in cash balances for the
year then ended. The details provided in the notes thereto have not changed
except as a result of normal transactions in the interim or as otherwise
disclosed herein.
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.
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.
Since 1999, the Partnership has owned only one property, Marquette Mall and
Office Building ("Marquette"), which has 382,052 net leasable square feet, is
located in Michigan City, Indiana and is currently being held for sale.
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. Marquette's operations have been
disclosed as discontinued operations for each period presented as follows:
For the quarter ended
March 31,
---------------------
2003 2002
---------------------------------------------
Income $947,600 $867,100
Expenses 650,800 801,800
---------------------------------------------
Discontinued operations $296,800 $ 65,300
---------------------------------------------
Cash equivalents are considered all highly liquid investments with a maturity
of three months or less when purchased.
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 three months ended March 31, 2003 and
2002, the General Partners were allocated Net Income of $2,700 and $500,
respectively.
4
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
March 31, 2003
Fees and reimbursements paid and payable by the Partnership to Affiliates
during the three months ended March 31, 2003 were as follows:
Paid Payable
-----------------------------------------------------
Discontinued operations:
Asset management fees $ 1,400 $1,000
Reimbursement of property
insurance premiums 157,200 3,800
General and administrative:
Reimbursement of expenses, at cost:
--Accounting 7,300 None
-----------------------------------------------------
$165,900 $4,800
-----------------------------------------------------
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, the loan is not subject to any interest expense for the periods
presented.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the Partnership's Annual Report for the year ended
December 31, 2002 for a discussion of the Partnership's business.
The following Management's Discussion and Analysis of Financial Condition and
Results of Operation 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. Marquette Mall and Office Building's
("Marquette") operations have been disclosed as discontinued operations for
each period presented as follows:
For the quarter ended
March 31,
2003 2002
---------------------------------------------
Income $947,600 $867,100
Expenses 650,800 801,800
---------------------------------------------
Discontinued operations $296,800 $ 65,300
---------------------------------------------
Operations
The table below is a recap of certain operating results of Marquette for the
three months ended March 31, 2003 and 2002, included in discontinued
operations. 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 Quarters Ended
3/31/03 3/31/02
-----------------------------------------
Marquette Mall and Office Building
Rental revenues $947,600 $870,600
-----------------------------------------
Property net income $296,800 $ 68,900
-----------------------------------------
Average occupancy 79% 78%
-----------------------------------------
(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 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 increased by $222,800 for the three months ended
March 31, 2003 when compared to the three months ended March 31, 2002. As
previously discussed, Marquette is being classified as held for sale and no
further depreciation or amortization of the property is provided for in the
financial statements (the quarterly depreciation effect is approximately
$145,000). This was the primary reason for the increase in net income. In
addition, operating results at Marquette were slightly improved over the prior
year.
The following comparative discussion includes only the operating results of
Marquette.
Rental revenues increased by $77,000 or 8.9% for the three months ended March
31, 2003 when compared to the three months ended March 31, 2002. The increase
was primarily due to an increase in real estate tax reimbursements due from
tenants. Occupancy at Marquette has remained relatively stable, however, the
leases that have been signed to extend or renew existing tenants have not been
on as favorable terms as the previous leases.
Property operating expenses decreased by $151,000 or 18.8% for the three months
ended March 31, 2003 when compared to the three months ended March 31, 2002.
The decrease was primarily due to the decrease in depreciation expense as
previously discussed.
Insurance expense increased by $13,300 or 67.7% for the three months ended
March 31, 2003 when compared to the three months ended March 31, 2002. The
increase was due to an increase in property and liability insurance costs.
All other expenses remained relatively unchanged for the periods under
comparison.
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 remaining
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
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--continued
return of capital. Cash Flow (as defined in the Partnership Agreement) is
generally not equal to net income or cash flows (primarily from operating
activities) 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. 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. Management
believes the primary users of the financial statements are limited partners who
are most concerned with this performance measure. 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 Three Months Ended
3/31/2003 3/31/2002
----------------------------------------------------------
Cash Flow (as defined in the
Partnership Agreement) $ 276,800 $ 197,300
Items of reconciliation:
Decrease (increase) in
current assets 91,400 (61,700)
(Decrease) increase in
current liabilities (62,400) 429,400
----------------------------------------------------------
Net cash provided by
operating activities $ 305,800 $ 565,000
----------------------------------------------------------
Net cash (used for)
investing activities $ (20,600) $ (63,500)
----------------------------------------------------------
Net cash (used for)
financing activities $(229,100) $(229,300)
----------------------------------------------------------
Cash Flow (as defined in the Partnership Agreement) increased by $79,500 for
the three months ended March 31, 2003 when compared to the three months ended
March 31, 2002. The increase was primarily due to the increase in real estate
tax reimbursements due from the tenants.
The net increase in the Partnership's cash position of $56,100 for the three
months ended March 31, 2003 was due to net cash provided by operating
activities exceeding cash distributed to Limited Partners and payments for
building and tenant improvements and leasing commissions. Liquid assets of the
Partnership as of March 31, 2003 were comprised of amounts held for working
capital purposes.
Net cash provided by operating activities decreased by $259,200 for the three
months ended March 31, 2003 when compared to the three months ended March 31,
2002. The decrease was primarily due to the payment of current liabilities of
the Partnership.
Net cash used for investing activities decreased by $42,900 for the three
months ended March 31, 2003 when compared to the three months ended March 31,
2002. The decrease was due to a decrease in expenditures for building and
tenant improvements and leasing commissions.
The Partnership maintains working capital reserves to pay for capital
expenditures such as building and tenant improvements and leasing costs. During
the three months ended March 31, 2003, the Partnership spent $20,600 for
building and tenant improvements and leasing costs and has projected to spend
approximately $249,300 during the remainder of 2003. 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.
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 three months ended March 31, 2003
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.
7
ITEM 4. CONTROLS AND PROCEDURES
Within 90 days prior to the date of this Quarterly Report on Form 10-Q, the
General Partner carried out an evaluation, under 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 factors that could
significantly affect the internal controls subsequent to the completion of this
evaluation.
8
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 for the three months ended March 31,
2003.
9
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, L.L.C.
GENERAL PARTNER
Date: May 13, 2003 By: /S/ DONALD J. LIEBENTRITT
-------------------------------------
DONALD J. LIEBENTRITT
President and Chief Executive Officer
Date: May 13, 2003 By: /S/ PHILIP TINKLER
-------------------------------------
PHILIP TINKLER
Vice President--Finance and Treasurer
10
FORM OF SECTION 302 CERTIFICATION
I, Donald J. 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 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: May 13, 2003
/s/ Donald J. Liebentritt
--------------------------------------
Donald J. Liebentritt
President and Chief Executive Officer
11
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: May 13, 2003
/s/ Philip Tinkler
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Philip Tinkler
Vice President--Finance and Treasurer
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