UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended June 30, 1996 ------------------------------------------------------- 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: 0-15632 ____________________________________________________ FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 4 - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Illinois 36-3441345 - -------------------------------- --------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Two North Riverside Plaza, Suite 950, Chicago, Illinois 60606-2607 - ------------------------------------------------------- ---------------------- (Address of principal executive offices) (Zip Code) (312) 207-0020 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not applicable - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- DOCUMENTS INCORPORATED BY REFERENCE: The First Amended and Restated Certificate and Agreement of Limited Partnership filed as Exhibit A to the Partnership's Prospectus dated November 5, 1986, included in the Partnership's Registration Statement on Form S-11, is incorporated herein by reference in Part I of this report. BALANCE SHEETS (All dollars rounded to nearest 00s) June 30, 1996 December 31, (Unaudited) 1995 - -------------------------------------------------------------------------- ASSETS Investment in commercial rental properties: Land $ 5,050,400 $ 5,050,400 Buildings and improvements 38,415,200 38,273,000 - -------------------------------------------------------------------------- 43,465,600 43,323,400 Accumulated depreciation and amortization (9,742,400) (9,091,000) - -------------------------------------------------------------------------- Total investment properties, net of accumulated depreciation and amortization 33,723,200 34,232,400 Cash and cash equivalents 1,191,000 4,655,200 Investments in debt securities 3,170,500 Restricted cash 100,000 62,500 Rents receivable 142,000 225,100 Other assets 44,400 53,600 - -------------------------------------------------------------------------- $38,371,100 $39,228,800 - -------------------------------------------------------------------------- LIABILITIES AND PARTNERS' CAPITAL Liabilities: Loan payable to General Partner $ 4,246,800 $ 4,085,700 Accounts payable and accrued expenses 640,800 732,100 Due to Affiliates 131,300 138,900 Distributions payable 703,300 783,900 Security deposits 93,200 92,600 Other liabilities 49,200 61,400 - -------------------------------------------------------------------------- 5,864,600 5,894,600 - -------------------------------------------------------------------------- Partners' capital: General Partner (deficit) (270,300) (270,300) Limited Partners (593,025 Units issued and outstanding) 32,776,800 33,604,500 - -------------------------------------------------------------------------- 32,506,500 33,334,200 - -------------------------------------------------------------------------- $38,371,100 $39,228,800 - -------------------------------------------------------------------------- STATEMENTS OF PARTNERS' CAPITAL For the six months ended June 30, 1996 (Unaudited) and the year ended December 31, 1995 (All dollars rounded to nearest 00s) General Limited Partner Partners Total - ------------------------------------------------------------------------------- Partners' (deficit) capital, January 1, 1995 $(246,300) $36,839,000 $36,592,700 Net income (loss) for the year ended December 31, 1995 137,200 (921,700) (784,500) Distributions for the year ended December 31, 1995 (161,200) (2,312,800) (2,474,000) - ------------------------------------------------------------------------------- Partners' (deficit) capital, December 31, 1995 (270,300) 33,604,500 33,334,200 Net income for the six months ended June 30, 1996 80,600 417,700 498,300 Distributions for the six months ended June 30, 1996 (80,600) (1,245,400) (1,326,000) - ------------------------------------------------------------------------------- Partners' (deficit) capital, June 30, 1996 $(270,300) $32,776,800 $32,506,500 - ------------------------------------------------------------------------------- The accompanying notes are an integral part of the financial statements. 2 STATEMENTS OF INCOME AND EXPENSES For the Quarters Ended June 30, 1996 and 1995 (Unaudited) (All dollars rounded to nearest 00s except per Unit amounts) 1996 1995 - ------------------------------------------------------------------------ Income: Rental $1,229,800 $1,376,200 Interest 60,700 66,900 - ------------------------------------------------------------------------ 1,290,500 1,443,100 - ------------------------------------------------------------------------ Expenses: Interest on loan payable to General Partner 91,300 87,800 Depreciation and amortization 324,800 348,900 Property operating: Affiliates 80,400 87,100 Nonaffiliates 202,600 143,000 Real estate taxes 203,500 147,200 Insurance--Affiliate 16,200 12,600 Repairs and maintenance 149,400 97,900 General and administrative: Affiliates 9,600 8,600 Nonaffiliates 37,700 50,200 - ------------------------------------------------------------------------ 1,115,500 983,300 - ------------------------------------------------------------------------ Net income $ 175,000 $ 459,800 - ------------------------------------------------------------------------ Net income allocated to General Partner $ 43,100 $ 53,400 - ------------------------------------------------------------------------ Net income allocated to Limited Partners $ 131,900 $ 406,400 - ------------------------------------------------------------------------ Net income allocated to Limited Partners per Unit (593,025 Units outstanding) $ 0.22 $ 0.69 - ------------------------------------------------------------------------ STATEMENTS OF INCOME AND EXPENSES For the Six Months Ended June 30, 1996 and 1995 (Unaudited) (All dollars rounded to nearest 00s except per Unit amounts) 1996 1995 - ------------------------------------------------------------------------ Income: Rental $2,538,100 $2,839,200 Interest 118,400 124,500 - ------------------------------------------------------------------------ 2,656,500 2,963,700 - ------------------------------------------------------------------------ Expenses: Interest on loan payable to General Partner 180,300 172,300 Depreciation and amortization 651,800 700,600 Property operating: Affiliates 179,500 176,700 Nonaffiliates 361,000 286,300 Real estate taxes 359,600 309,000 Insurance--Affiliate 32,500 29,200 Repairs and maintenance 278,400 214,600 General and administrative: Affiliates 21,300 16,500 Nonaffiliates 93,800 88,900 - ------------------------------------------------------------------------ 2,158,200 1,994,100 - ------------------------------------------------------------------------ Net income $ 498,300 $ 969,600 - ------------------------------------------------------------------------ Net income allocated to General Partner $ 80,600 $ 87,000 - ------------------------------------------------------------------------ Net income allocated to Limited Partners $ 417,700 $ 882,600 - ------------------------------------------------------------------------ Net income allocated to Limited Partners per Unit (593,025 Units outstanding) $ 0.70 $ 1.49 - ------------------------------------------------------------------------ STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1996 and 1995 (Unaudited) (All dollars rounded to nearest 00s) 1996 1995 - ------------------------------------------------------------------------------- Cash flows from operating activities: Net income $ 498,300 $ 969,600 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 651,800 700,600 Changes in assets and liabilities: Decrease in rents receivable 83,100 64,600 Decrease in other assets 8,800 4,200 (Decrease) in accounts payable and accrued expenses (91,300) (87,800) (Decrease) increase in due to Affiliates (7,600) 14,300 (Decrease) increase in other liabilities (12,200) 2,500 - ------------------------------------------------------------------------------- Net cash provided by operating activities 1,130,900 1,668,000 - ------------------------------------------------------------------------------- Cash flows from investing activities: (Increase) in investments in debt securities (3,170,500) Payments for capital and tenant improvements (142,200) (91,400) (Increase) in restricted cash (37,500) - ------------------------------------------------------------------------------- Net cash (used for) investing activities (3,350,200) (91,400) - ------------------------------------------------------------------------------- Cash flows from financing activities: Proceeds received from loan payable to General Partner 161,100 174,000 Increase (decrease) in security deposits 600 (12,700) Distributions paid to Partners (1,406,600) (1,211,800) - ------------------------------------------------------------------------------- Net cash (used for) financing activities (1,244,900) (1,050,500) - ------------------------------------------------------------------------------- Net (decrease) increase in cash and cash equivalents (3,464,200) 526,100 Cash and cash equivalents at the beginning of the period 4,655,200 4,142,100 - ------------------------------------------------------------------------------- Cash and cash equivalents at the end of the period $ 1,191,000 $4,668,200 - ------------------------------------------------------------------------------- Supplemental information: Interest paid to the General Partner during the period $ 180,100 $ 171,900 - ------------------------------------------------------------------------------- The accompanying notes are an integral part of the financial statements. 3 NOTES TO FINANCIAL STATEMENTS (Unaudited) June 30, 1996 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: DEFINITION OF SPECIAL TERMS: Capitalized terms used in this report have the same meaning as those terms have in the Partnership's Registration Statement filed with the Securities and Exchange Commission on Form S-11. Definitions of these terms are contained in Article III of the First Amended and Restated Certificate and Agreement of Limited Partnership, which is included in the Registration Statement and incorporated herein by reference. ACCOUNTING POLICIES: The financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP"). Under this method of accounting, revenues are recorded when earned and expenses are recorded when incurred. Preparation of the Partnership's financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The financial information included in these financial statements is unaudited; however, in management's opinion, all adjustments (consisting of only normal, recurring accruals) necessary for a fair presentation of the results of operations for the periods included have been made. Results of operations for the quarter and six months ended June 30, 1996 are not necessarily indicative of the operating results for the year ending December 31, 1996. The financial statements include the Partnership's 50% interest in two joint ventures and a 75% interest in another joint venture with Affiliated partnerships. Each of these joint ventures were formed for the purpose of each acquiring a 100% interest in certain real property and are operated under the common control of the General Partner. Accordingly, the Partnership's pro rata share of the ventures' revenues, expenses, assets, liabilities and Partners' capital was included in the financial statements. Commercial rental properties held for investment are recorded at cost, net of any provisions for value impairment, and depreciated (exclusive of amounts, if any, allocated to land and value impairments) 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 the lease. Repair and maintenance costs are expensed as incurred; expenditures for improvements are capitalized and depreciated over the estimated life of the improvements. During the first quarter of 1996, the Partnership adopted Financial Accounting Standards Board Statement No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" (the "Standard"). The Standard established guidance for determining if the value of defined assets are impaired, and if so, how impairment losses should be measured and reported in the financial statements. The Standard also addressed the accounting for long-lived assets that are expected to be disposed of. The adoption of the Standard did not have a material effect on the Partnership's financial statements. Cash equivalents are considered all highly liquid investments with an original maturity of three months or less when purchased. Investments in debt securities are comprised of corporate debt securities and are classified as held-to-maturity. These investments are carried at their amortized cost basis in the financial statements. As of June 30, 1996, these securities had a fair market value of $3,167,300 and unrealized losses of $3,200. Substantially all of these securities had maturities of less than one year when purchased. Certain reclassifications have been made to the previously reported 1995 statements in order to provide comparability with the 1996 statements. These reclassifications had no effect on net income or Partners' capital. Reference is made to the Partnership's annual report for the year ended December 31, 1995 for a description of other accounting policies and additional details of the Partnership's financial condition, results of operations, changes in Partners' capital and changes in cash balances for the year then ended. The details provided in the notes thereto have not changed except as a result of normal transactions in the interim or as otherwise disclosed herein. 2. RELATED PARTY TRANSACTIONS: In accordance with the Partnership Agreement, as compensation for services rendered in managing the affairs of the Partnership, the General Partner shall be entitled to receive subsequent to May 4, 1988, the Termination of the Offering, a Partnership Management Fee payable annually within 60 days following the last day of each fiscal year, which shall be an amount equal to the lesser of (i) 0.5% of the net value of the Partnership's assets as of the end of such fiscal year reflected on the Certificate of Value furnished to the Limited Partners, plus, to the extent the Partnership Management Fee paid in any prior year was less than 0.5% of the net value of the Partnership's assets in such prior year, the amount of such deficit, or (ii) an amount equal to the difference between 10% of the Partnership's aggregate Cash Flow (as defined in the Partnership Agreement) for the period from the Commencement of Operations to the end of the fiscal year for which such Partnership Management Fee is payable, and the aggregate amount previously paid to the General Partner as a Partnership Management Fee. In addition, Sale Proceeds are distributed: first, 75% to all Limited Partners and 25% to the General Partner until the earlier of (i) receipt by Limited Partners of cumulative distributions of Sale Proceeds in an amount equal to 100% of their Original Capital Contribution, or (ii) receipt by the General Partner of cumulative distributions of Sale Proceeds sufficient to repay all outstanding advances to the Partnership from the General Partner; thereafter, to the General Partner, until all outstanding advances, if any, to the Partnership from the General Partner have been repaid; thereafter, to the Limited Partners, until they have received cumulative distributions of Sale Proceeds in an amount equal to 100% of their Original Capital Contribution, plus an amount (including Cash Flow (as defined in the Partnership Agreement)) equal to a cumulative return of 6% per annum simple interest on their Capital Investment from their investment date in the Partnership; thereafter, 85% to all Limited Partners; and 15% to the General Partner, provided, however, that no distribution of the General Partner's share of Sale Proceeds shall be made until Limited Partners have 4 NOTES TO FINANCIAL STATEMENTS (Unaudited) June 30, 1996 received the greater of (i) Sale Proceeds plus Cash Flow (as defined in the Partnership Agreement) previously received in excess of the Preferred Return equal to 125% of the Limited Partners' Original Capital Contribution, or (ii) Sale Proceeds plus all Cash Flow (as defined in the Partnership Agreement) previously received equal to their Original Capital Contribution plus a 10% per annum simple interest return on their Capital Investment from the date of investment. In accordance with the Partnership Agreement, Net Profits (exclusive of Net Profits from the sale or disposition of Partnership properties) shall be allocated to the General Partner in an amount equal to the greater of 1% of such Net Profits or the Partnership Management Fee paid by the Partnership to the General Partner during such year, and the balance, if any, to the Limited Partners. Net Losses (exclusive of Net Losses from the sale, disposition or provision for value impairment of Partnership properties) are allocated 1% to the General Partner and 99% to the Limited Partners. Net Profits from the sale or disposition of a Partnership property are allocated: first, prior to giving effect to any distributions of Sale 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 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 Proceeds to be distributed to the General Partner with respect to the sale or disposition of such property; and fourth, the balance, if any, 15% to the General Partner and 85% 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 Proceeds from the transaction to the General Partner and Limited Partners with positive balances in their Capital Accounts, pro rata in proportion to such respective positive balances, to the extent of the total amount of such positive balances; and second, the balance, if any, 1% to the General Partner and 99% to the Limited Partners. Notwithstanding anything to the contrary, there shall be allocated to the General Partner not less than 1% of all items of Partnership income, gain, loss, deduction and credit during the existence of the Partnership. For the quarter and six months ended June 30, 1996, the General Partner was entitled to a Partnership Management Fee, and accordingly, allocated Net Profits, of $43,100 and $80,600, respectively. In accordance with the Partnership Agreement, the General Partner made advances to the Partnership in cumulative amounts equal to the Acquisition Fees and the Partnership Management Fees which were paid to the General Partner or its Affiliates for distribution to the Limited Partners on a pro rata basis to the extent that Cash Flow (as defined in the Partnership Agreement) was less than sufficient to distribute cash in amounts equal to the Limited Partners' Preferred Return (7.5% per annum noncompounding cumulative return on the Limited Partners' Capital Investment); provided, however, that the maximum amount which shall be advanced to the Partnership by the General Partner for distribution to the Limited Partners shall be the amount of Acquisition Fees and Partnership Management Fees actually paid to the General Partner or its Affiliates. Amounts advanced shall bear interest at the rate of 8.5% per annum simple interest, payable monthly. Repayment of amounts advanced shall be made only from Cash Flow (as defined in the Partnership Agreement) if and to the extent it is more than sufficient to distribute cash to the Limited Partners in amounts equal to the Limited Partners' Preferred Return and from Sale Proceeds to the extent permitted in the Partnership Agreement. During the quarter ended March 31, 1996, the General Partner advanced its Partnership Management Fee for the year ended December 31, 1995 of $161,100 to the Partnership. As of June 30, 1996, the Partnership has drawn $4,246,800, which represents the total amount of the General Partner's current commitment. Fees and reimbursements paid and payable by the Partnership to Affiliates during the quarter and six months ended June 30, 1996 were as follows: Paid ----------------- Six Quarter Months Payable - ---------------------------------------------------------------------------- Property management and leasing fees $ 99,200 $165,200 $ 56,100 Real estate commissions (a) None None 40,200 Interest expense on loan payable to General Partner 92,300 180,100 30,100 Reimbursement of property insurance premiums, at cost 32,500 32,500 None Reimbursement of expenses, at cost: --Accounting 7,700 18,200 3,700 --Investor communication 2,900 6,600 1,200 --Legal 5,200 18,700 None - ---------------------------------------------------------------------------- $239,800 $421,300 $131,300 - ---------------------------------------------------------------------------- (a) As of June 30, 1996, the Partnership owed $40,200 to the General Partner for real estate commissions earned in connection with the sales of Partnership properties. These commissions have been accrued but not paid. In accordance with the Partnership Agreement, the Partnership will not pay the General Partner or any Affiliates a real estate commission from the sale of a Partnership property until Limited Partners have received cumulative distributions of Sale or Financing Proceeds equal to 100% of their Original Capital Contribution, plus a cumulative return (including all Cash Flow (as defined in the Partnership Agreement) which has been distributed to the Limited Partners from the initial investment date) of 6% simple interest per annum on their Capital Investment from the initial investment date. On-site property management for the Partnership's properties is provided by Affiliates of the General Partner for fees ranging from 3% to 6% of gross rents received from the properties. 5 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, 1995 for a discussion of the Partnership's business. OPERATIONS The table below is a recap of the Partnership's share of certain operating results of each of its remaining properties for the quarters and six months ended June 30, 1996 and 1995. 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 For the Six Months Ended Ended 6/30/96 6/30/95 6/30/96 6/30/95 - ------------------------------------------------------------------ PARK PLAZA PROFESSIONAL BUILDING (50%) Rental revenues $444,000 $413,100 $849,700 $ 857,600 - ------------------------------------------------------------------ Property net income $ 77,900 $ 97,300 $168,100 $ 233,700 - ------------------------------------------------------------------ Average occupancy 85% 88% 85% 88% - ------------------------------------------------------------------ INDIAN RIDGE PLAZA SHOPPING CENTER Rental revenues $331,900 $499,700 $758,000 $1,032,700 - ------------------------------------------------------------------ Property net income $ 28,700 $266,500 $173,300 $ 534,400 - ------------------------------------------------------------------ Average occupancy 76% 96% 72% 96% - ------------------------------------------------------------------ CARROLLTON CROSSROADS SHOPPING CENTER (50%) Rental revenues $303,000 $305,500 $612,600 $ 583,700 - ------------------------------------------------------------------ Property net income $163,400 $172,900 $337,900 $ 319,900 - ------------------------------------------------------------------ Average occupancy 98% 96% 98% 98% - ------------------------------------------------------------------ 3120 SOUTHWEST FREEWAY OFFICE BUILDING (75%) Rental revenues $149,000 $177,400 $311,700 $ 365,200 - ------------------------------------------------------------------ Property net (loss) income $(14,000) $ 7,800 $ 1,700 $ 25,100 - ------------------------------------------------------------------ Average occupancy 81% 92% 82% 94% - ------------------------------------------------------------------ (a) Excludes certain income and expense items which are either not directly related to individual property operating results such as interest income, interest expense and general and administrative expenses or are related to properties previously owned by the Partnership. Unless otherwise disclosed, discussions of fluctuations between 1996 and 1995 refer to both the quarters and six months ended June 30, 1996 and 1995. Net income for the quarter and six months ended June 30, 1996 decreased $284,800 and $471,300, respectively, when compared to the quarter and six months ended June 30, 1995. The decreases were primarily due to decreases in quarterly operating results at all of the Partnership's properties totaling $288,500 and decreases in six-month operating results at Indian Ridge Plaza Shopping Center ("Indian Ridge"), Park Plaza Professional Building ("Park Plaza") and 3120 Southwest Freeway Office Building ("Southwest Freeway") totaling $450,100. Also contributing to the decreases in net income were increases in interest expense on the loan payable to the General Partner as a result of a higher average outstanding loan balance and lower interest income due to a decrease in the funds available for short-term investments. In addition, general and administrative expenses for the six-month periods under comparison increased $9,700 primarily due to an increase in state income taxes. Partially offsetting the decrease for the six-month periods under comparison was improved operating results of $18,000 at Carrollton Crossroads Shopping Center ("Carrollton"). Partially offsetting the decrease for the quarterly periods under comparison was a decrease in general and administrative expenses of $11,500 due to lower data processing and printing costs as well as lower professional service fees. Rental revenues for the quarter and six months ended June 30, 1996 decreased $146,400 or 10.6%, and $301,100 or 10.6%, respectively, when compared to the quarter and six months ended June 30, 1995. The primary factor which contributed to the decreases in rental revenues was lower average occupancy rates at all of the Partnership's properties except Carrollton, particularly at Indian Ridge as a result of a major tenant vacating 45,000 square feet of space in July 1995 subsequent to filing for bankruptcy. This leasable square footage accounts for 24% of the total leasable square footage of the property. In addition, in accordance with its lease, starting in December 1995, the other major tenant at Indian Ridge began to pay percentage rent, in lieu of the required base rent, because of the major tenant vacancy. In total, rental revenues at Indian Ridge decreased $167,800 and $274,700 during the quarter and six months of 1996, respectively, when compared to the quarterly and six-month periods of 1995. As of May 1, 1996, a major new tenant began construction on 44,400 square feet of this space and is expected to begin operations in October 1996. The lease term for this new tenant runs from July 1, 1996 to June 30, 2016. Once the new major tenant takes occupancy, the major tenant currently paying percentage rent at Indian Ridge will resume paying the rental rates charged prior to the vacancy. Partially offsetting the decreases was an increase in tenant expense reimbursements at Park Plaza. In addition, the decrease in the six-month periods under comparison was partially offset by an increase in the average occupancy rate at Carrollton. Property operating expenses increased $52,900 and $77,500 for the quarter and six months ended June 30, 1996, respectively, when compared to the quarter and six months ended June 30, 1995, primarily due to higher professional service fees at Park Plaza and Indian Ridge and increased utility costs at Southwest Freeway. Partially offsetting the increases were lower property management and leasing fees at Indian Ridge as a result of lower rental revenues. Real estate tax expense increased $56,300 and $50,600 for the quarterly and six-month periods under comparison, respectively. The increases were primarily due to an increase in the tax rate as well as an underestimate of the 1995 liability (paid in 1996) at Indian Ridge and an increase in the assessed value for real estate tax purposes at Park Plaza. Repairs and maintenance expense increased $51,500 and $63,800 for the quarter and six months ended June 30, 1996, respectively, when compared to the quarter and six months ended June 30, 1995, primarily due to increased: 1) expenditures relating to the parking facility at Park Plaza; 2) snow removal and janitorial expenses at Indian Ridge and 3) expenses related to the enhancement of the appearance of Carrollton. Partially offsetting the increases were decreases at Southwest Freeway as a result of expenditures made during 1995 in order to enhance the appearance and safety features of the property. 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Depreciation and amortization expense decreased $24,100 and $48,800 for the quarter and six months under comparison, respectively, primarily due to the effects of the provisions for value impairment recorded for several Partnership properties as of December 31, 1995. To increase and/or maintain occupancy levels at the Partnership's properties, the General Partner, through its Affiliated 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. 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 properties. Notwithstanding the Partnership's intention relative to property sales, another primary objective of the Partnership is to provide cash distributions to Partners from Partnership operations. To the extent cumulative cash distributions exceed net income, such excess distributions will be treated as a return of capital. Cash Flow (as defined in the Partnership Agreement) is generally not equal to net income or cash flows as defined by generally accepted accounting principles ("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 defined by GAAP. The following table includes a reconciliation of Cash Flow (as defined in the Partnership Agreement) to cash flows provided by operating activities as defined 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. Comparative Cash Flow Results For the Six Months Ended 6/30/96 6/30/95 - ------------------------------------------------------------------------------ Cash Flow (as defined in the Partnership Agreement) $ 1,069,500 $ 1,583,200 Items of reconciliation: General Partner's Partnership Management Fee 80,600 87,000 Decrease in current assets 91,900 68,800 (Decrease) in current liabilities (111,100) (71,000) - ------------------------------------------------------------------------------ Net cash provided by operating activities $ 1,130,900 $ 1,668,000 - ------------------------------------------------------------------------------ Net cash (used for) investing activities $(3,350,200) $ (91,400) - ------------------------------------------------------------------------------ Net cash (used for) financing activities $(1,244,900) $(1,050,500) - ------------------------------------------------------------------------------ The decrease in Cash Flow (as defined in the Partnership Agreement) of $513,700 for the six months ended June 30, 1996 when compared to six months ended June 30, 1995 was primarily due to the decrease in net income, as previously discussed, exclusive of depreciation and amortization expense. The decrease in the Partnership's cash position as of June 30, 1996 when compared to December 31, 1995, resulted primarily from the investments in debt securities, distributions paid to Limited Partners and expenditures for capital, tenant improvement and leasing costs exceeding the net cash provided by operating activities. Liquid assets of the Partnership as of June 30, 1996 were comprised of amounts held for working capital purposes. Net cash provided by operating activities continues to be the primary source of funds to the Partnership. Net cash provided by operating activities decreased $537,100 for the six months ended June 30, 1996 when compared to the six months ended June 30, 1995. The decrease was primarily due to a decrease in net cash provided by operating activities at all of the Partnership's properties except Carrollton. The increase in net cash used for investing activities of $3,258,800 was primarily due to an increase in investments in debt securities and increases in the amounts paid for capital expenditures, such as capital, tenant improvement and leasing costs. The increase in investments in debt securities is a result of the extension of the maturities of certain of the Partnership's short-term investments in an effort to maximize the return on these amounts as they are held for working capital purposes. These investments are of investment grade and generally mature less than one year from their date of purchase. The Partnership maintains working capital reserves to pay for capital expenditures and spent $142,200 for capital, tenant improvement and leasing costs during the six months ended June 30, 1996. Approximately $475,000 is projected to be spent during the remainder of 1996. This projected amount relates to anticipated capital, tenant improvement and leasing costs of approximately: 1) $280,000 at Park Plaza; 2) $75,000 at Southwest Freeway; 3) $70,000 at Indian Ridge and 4) $50,000 at Carrollton. Actual amounts expended in 1996 may vary depending on a number of factors including actual leasing activity and other market conditions throughout the year. The General Partner believes these improvements and leasing costs are necessary in order to increase and/or maintain the occupancy levels in very competitive markets, maximize rental rates charged to new and renewing tenants and prepare the remaining properties for eventual disposition. The increase in net cash used for financing activities of $194,400 was primarily due to an increase in the payment of cash distributions to Limited Partners. 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 necessary to be made at the Partnership's properties during the next several years. For the six months ended June 30, 1996, the Partnership included $175,900 of previously undistributed Cash Flow (as defined in the Partnership Agreement) in its distributions to Limited Partners. Distributions to Limited Partners for the quarter ended June 30, 1996 were declared in the amount of $622,700, or $1.05 per Unit. Cash distributions are made 60 days after the last day of each fiscal quarter. The amount of future distributions to Partners will ultimately be dependent upon the performance of the Partnership's investments 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 and/or availability of cash for future distributions to Partners. 7 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ------- -------------------------------- (a) Exhibits: None (b) Reports on Form 8-K: There were no reports filed on Form 8-K during the quarter ended June 30, 1996. 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 INSTITUTIONAL REAL ESTATE, LTD. - 4 BY: FIRST CAPITAL FINANCIAL CORPORATION GENERAL PARTNER Date: August 14, 1996 By: /s/ DOUGLAS CROCKER II --------------- -------------------------------------- DOUGLAS CROCKER II President and Chief Executive Officer Date: August 14, 1996 By: /s/ NORMAN M. FIELD --------------- -------------------------------------- NORMAN M. FIELD Vice President - Finance and Treasurer