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 September 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 0-17610 ------------------------------------------- FIRST CAPITAL INSURED REAL ESTATE LIMITED PARTNERSHIP - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Illinois 36-3525946 - ------------------------------- ------------------- (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 Agreement of Limited Partnership filed as Exhibit A to the definitive Prospectus dated August 1, 1988, 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) September 30, 1996 December 31, (Unaudited) 1995 - --------------------------------------------------------------------------- ASSETS Investment in commercial and residential rental properties: Land $ 3,369,700 $ 3,369,700 Buildings and improvements 25,957,000 24,963,900 - --------------------------------------------------------------------------- 29,326,700 28,333,600 Accumulated depreciation and amortization (6,103,700) (5,359,700) - --------------------------------------------------------------------------- Total investment properties, net of accumulated depreciation and amortization 23,223,000 22,973,900 Cash and cash equivalents 1,729,100 3,829,000 Investments in debt securities 2,108,800 Rents receivable 96,600 124,100 Deferred insurance premium (net of accumulated amortization of $906,100 and $776,200, respectively) 750,700 880,600 Other assets 600 18,100 - --------------------------------------------------------------------------- $27,908,800 $27,825,700 - --------------------------------------------------------------------------- LIABILITIES AND PARTNERS' CAPITAL Liabilities: Accounts payable and accrued expenses $ 639,700 $ 415,800 Due to Affiliates 17,100 16,500 Security deposits 103,500 93,300 Distributions payable 451,100 451,100 Other liabilities 24,700 73,100 - --------------------------------------------------------------------------- 1,236,100 1,049,800 - --------------------------------------------------------------------------- Partners' capital: General Partner (deficit) (1,081,200) (958,400) Limited Partners (688,194 Units issued and outstanding) 27,753,900 27,734,300 - --------------------------------------------------------------------------- 26,672,700 26,775,900 - --------------------------------------------------------------------------- $27,908,800 $27,825,700 - --------------------------------------------------------------------------- STATEMENTS OF PARTNERS' CAPITAL For the nine months ended September 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 $ (783,200) $28,838,100 $28,054,900 Net income for the year ended December 31, 1995 5,300 520,300 525,600 Distributions for the year ended December 31, 1995 (180,500) (1,624,100) (1,804,600) - ------------------------------------------------------------------------------- Partners' (deficit) capital, December 31, 1995 (958,400) 27,734,300 26,775,900 Net income for the nine months ended September 30, 1996 12,500 1,237,700 1,250,200 Distributions for the nine months ended September 30, 1996 (135,300) (1,218,100) (1,353,400) - ------------------------------------------------------------------------------- Partners' (deficit) capital, September 30, 1996 $(1,081,200) $27,753,900 $26,672,700 - ------------------------------------------------------------------------------- The accompanying notes are an integral part of the financial statements. 2 STATEMENTS OF INCOME AND EXPENSES For the quarters ended September 30, 1996 and 1995 (Unaudited) (All dollars rounded to nearest 00s except per Unit amounts) 1996 1995 - ------------------------------------------------------------------------ Income: Rental $1,063,200 $1,216,000 Interest 50,300 52,800 - ------------------------------------------------------------------------ 1,113,500 1,268,800 - ------------------------------------------------------------------------ Expenses: Depreciation and amortization 273,000 228,600 Property operating: Affiliates 45,900 54,800 Nonaffiliates 153,000 156,700 Real estate taxes 111,300 99,200 Insurance--Affiliate 13,000 12,300 Repairs and maintenance 128,700 160,200 General and administrative: Affiliates 12,500 16,400 Nonaffiliates 24,100 34,200 - ------------------------------------------------------------------------ 761,500 762,400 - ------------------------------------------------------------------------ Net income $ 352,000 $ 506,400 - ------------------------------------------------------------------------ Net income allocated to General Partner $ 3,500 $ 5,100 - ------------------------------------------------------------------------ Net income allocated to Limited Partners $ 348,500 $ 501,300 - ------------------------------------------------------------------------ Net income allocated to Limited Partners per Unit (688,194 Units outstanding) $ 0.51 $ 0.73 - ------------------------------------------------------------------------ STATEMENTS OF INCOME AND EXPENSES For the nine months ended September 30, 1996 and 1995 (Unaudited) (All dollars rounded to nearest 00s except per Unit amounts) 1996 1995 - ------------------------------------------------------------------------ Income: Rental $3,492,700 $3,436,400 Interest 156,100 162,900 - ------------------------------------------------------------------------ 3,648,800 3,599,300 - ------------------------------------------------------------------------ Expenses: Depreciation and amortization 873,900 684,800 Property operating: Affiliates 152,800 193,900 Nonaffiliates 450,300 437,400 Real estate taxes 312,900 319,100 Insurance--Affiliate 39,100 36,800 Repairs and maintenance 435,100 418,500 General and administrative: Affiliates 36,200 32,000 Nonaffiliates 98,300 121,600 - ------------------------------------------------------------------------ 2,398,600 2,244,100 - ------------------------------------------------------------------------ Net income $1,250,200 $1,355,200 - ------------------------------------------------------------------------ Net income allocated to General Partner $ 12,500 $ 13,600 - ------------------------------------------------------------------------ Net income allocated to Limited Partners $1,237,700 $1,341,600 - ------------------------------------------------------------------------ Net income allocated to Limited Partners per Unit (688,194 Units outstanding) $ 1.80 $ 1.95 - ------------------------------------------------------------------------ STATEMENTS OF CASH FLOWS For the nine months ended September 30, 1996 and 1995 (Unaudited) (All dollars rounded to nearest 00s) 1996 1995 - ----------------------------------------------------------------------------- Cash flows from operating activities: Net income $1,250,200 $ 1,355,200 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 873,900 684,800 Changes in assets and liabilities: Decrease in rents receivable 27,500 22,600 Decrease (increase) in other assets 17,500 (24,600) Increase in accounts payable and accrued expenses 223,900 183,700 Increase (decrease) in due to Affiliates 600 (28,500) (Decrease) increase in other liabilities (48,400) 44,000 - ----------------------------------------------------------------------------- Net cash provided by operating activities 2,345,200 2,237,200 - ----------------------------------------------------------------------------- Cash flows from investing activities: Payments for capital and tenant improvements (993,100) (1,106,000) (Increase) in investments in debt securities (2,108,800) - ----------------------------------------------------------------------------- Net cash (used for) investing activities (3,101,900) (1,106,000) - ----------------------------------------------------------------------------- Cash flows from financing activities: Distributions paid to Partners (1,353,400) (1,353,400) Increase in security deposits 10,200 15,700 - ----------------------------------------------------------------------------- Net cash (used for) financing activities (1,343,200) (1,337,700) - ----------------------------------------------------------------------------- Net (decrease) in cash and cash equivalents (2,099,900) (206,500) Cash and cash equivalents at the beginning of the period 3,829,000 4,005,200 - ----------------------------------------------------------------------------- Cash and cash equivalents at the end of the period $1,729,100 $ 3,798,700 - ----------------------------------------------------------------------------- The accompanying notes are an integral part of the financial statements. 3 NOTES TO FINANCIAL STATEMENTS (Unaudited) September 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 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 nine months ended September 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 a joint venture with an Affiliated partnership. This joint venture was formed for the purpose of acquiring a 100% interest in certain real property and is operated under the common control of the General Partner. Accordingly, the Partnership's pro rata share of the venture's revenues, expenses, assets, liabilities and Partners' capital was included in the financial statements. Commercial and residential 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 respective estimated useful lives. Upon classifying a commercial or residential 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 using the straight-line method over the life of each respective lease. Repair and maintenance costs are expensed as incurred; expenditures for improvements are capitalized and depreciated on the straight-line method over the estimated life of such improvements. 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 is 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. Evaluation of the potential impairment of the value of the Partnership's assets is performed on an individual property basis. 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 September 30, 1996, these securities had a fair market value of $2,107,600 and unrealized (losses) of $(1,200). Substantially all of these securities had maturities of less than one year when purchased. Deferred insurance premiums paid on the Continental Casualty Company (CNA) insurance policy are amortized on the straight-line method over a ten-year period ending in the year 2001. 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' (deficit) 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 is entitled to receive subsequent to July 31, 1990, the Termination of the Offering, a Portfolio Management Fee, payable quarterly, with respect to such fiscal quarter. The Portfolio Management Fee is an amount equal to the lesser of (i) 0.625% of the gross value of the Partnership's assets plus, to the extent the Portfolio Management Fee paid in any prior quarter was less than 0.625% of the gross value of the Partnership's assets in such prior quarter, the amount of such deficit, or (ii) an amount equal to the remainder obtained by subtracting the aggregate amount previously paid to the General Partner as Portfolio Management Fees during such fiscal quarter, from an amount equal to 10% of the Partnership's aggregate distributable Cash Flow (as defined in the Partnership Agreement) (computed prior to deduction for Portfolio Management Fees) for such fiscal quarter. For the quarter and nine months ended September 30, 1996, the General Partner was entitled to a Portfolio Management Fee of $45,100 and $135,300, respectively. In accordance with the Partnership Agreement, Net Profits and Net Losses (exclusive of Net Profits and Net Losses from a Major Capital Event) are allocated 1% to the General Partner and 99% to the Limited Partners as a group. Net Losses from a Major Capital Event are allocated (prior to giving effect to any distributions of Sale Proceeds from said Major Capital Event): first, to the General Partner and Limited Partners with positive balances in their Capital Accounts, in proportion to and to the extent of such positive balances; and second, the balance, if any, 1% to the General Partner and 99% to the Limited Partners as a group. Net Profits from a Major Capital Event are allocated (prior to giving effect to any distribution of Sale Proceeds from said Major Capital Event): first, Net Profits in the amount of the Minimum Gain attributable to the property that is the subject of such Major Capital Event are allocated to the General Partner and Limited Partners with negative balances in their Capital Accounts, in proportion to and to the extent of such negative balances; second, to the General Partner and each Limited Partner in proportion to and to the extent of the amounts, if any, of Sale Proceeds to be distributed to the General Partner or each such Limited Partner with respect to such Major Capital Event pursuant to the Partnership Agreement; and third, the balance, if any, 1% to the General Partner and 99% to the Limited Partners as a group. Notwithstanding the foregoing, there shall be allocated to the General Partner not less than 1% of all items of Partnership income, gain, loss, deduction and credit during the existence of the Partnership. For the quarter and nine months ended September 30, 1996, the General Partner was allocated Net Profits of $3,500 and $12,500, respectively. Fees and reimbursements paid and payable by the Partnership to Affiliates during the quarter and nine months ended September 30, 1996 were as follows: Paid ------------------- Quarter Nine Months Payable - ----------------------------------------------------------------------------- Property management and leasing fees $54,000 $144,900 $ 9,200 Reimbursement of property insurance premiums, at cost 13,000 39,100 None Reimbursement of expenses, at cost: --Accounting 4,400 19,700 5,400 --Investor communication 3,300 7,600 2,500 --Legal 900 17,200 None - ----------------------------------------------------------------------------- $75,600 $228,500 $17,100 - ----------------------------------------------------------------------------- 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. 3. SUBSEQUENT EVENT: On October 15, 1996 the Partnership consummated the sale of Telegraph Hill Apartments, located in Albuquerque, New Mexico, for a sale price of $8,100,000. Sale Proceeds (as defined in the Partnership Agreement) from this transaction approximated $7,962,000, which is net of estimated selling expenses. The Partnership will record a net gain of $2,497,600 in connection with this sale. On November 30, 1996 the Partnership will distribute substantially all of the Sale Proceeds to Limited Partners of record as of October 15, 1996. For additional information, see Form 8-K filed by the Partnership dated October 15, 1996. 4 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 properties for the quarters and nine months ended September 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 Nine Months Ended Ended 9/30/96 9/30/95 9/30/96 9/30/95 - ------------------------------------------------------------ LAKEVIEW OFFICE PARK, BUILDINGS II & III Rental revenues $458,200 $583,600 $1,615,100 $1,527,200 - ------------------------------------------------------------ Property net income $ 87,600 $223,400 $ 446,400 $ 461,200 - ------------------------------------------------------------ Average occupancy 83% 85% 85% 84% - ------------------------------------------------------------ TELEGRAPH HILL APARTMENTS Rental revenues $315,200 $361,600 $ 975,200 $1,054,700 - ------------------------------------------------------------ Property net income $139,900 $167,200 $ 426,800 $ 501,000 - ------------------------------------------------------------ Average occupancy 85% 92% 86% 92% - ------------------------------------------------------------ CARROLLTON CROSSROADS SHOPPING CENTER (50%) Rental revenues $289,900 $270,800 $ 902,500 $ 854,500 - ------------------------------------------------------------ Property net income $159,800 $135,800 $ 497,700 $ 455,700 - ------------------------------------------------------------ Average occupancy 98% 97% 98% 97% - ------------------------------------------------------------ (a) Excludes certain income and expense items which are not directly related to individual property operating results such as Partnership interest income, general and administrative expenses and amortization of the deferred insurance premium on the CNA policy. Unless otherwise disclosed, discussions of fluctuations between 1996 and 1995 refer to both the quarters and nine months ended September 30, 1996 and 1995. Net income for the quarter and nine months ended September 30, 1996 decreased $154,400 and $105,000, respectively, when compared to the quarter and nine months ended September 30, 1995. The decreases were primarily the result of diminished operating results at Lakeview Office Park, Buildings II & III ("Lakeview") and Telegraph Hill Apartments ("Telegraph"). Partially offsetting the decreases were improved operating results at Carrollton Crossroads Shopping Center ("Carrollton") along with a decrease in general and administrative expenses which was primarily due to a decrease in printing, mailing and data processing costs. Rental revenues decreased $152,800 or 12.6% for the quarter ended September 30, 1996 when compared to the quarter ended September 30, 1995. The decrease for the quarterly periods under comparison was primarily due to a decrease in base rents at Lakeview, which was the result of the largest tenant vacating the building as of April 30, 1996. On September 16, 1996, the Gardner and White Corporation, took occupancy in 22% of the leasable square footage of Lakeview, which brought the occupancy at Lakeview to 100%. Also contributing to the decrease in rental revenues was a decrease in base rental income at Telegraph due to the decline in the average occupancy rate, which was the result of increased competition in the region. Rental revenues increased $56,300 or 1.6% for the nine months ended September 30, 1996 when compared to the nine months ended September 30, 1995. The increase was primarily the result of an increase in: 1) the base rental rate charged to the prior major tenant at Lakeview to an above market rate to allow the tenant to extend its lease for a period of ten months beginning July 1, 1995, 2) the base rental income at Carrollton due to an increase in the rates charged to new and renewing tenants and 3) escalation income for common area maintenance at Carrollton. Partially offsetting the increase was a decrease in base rents at Telegraph which was primarily the result of a decrease in the average occupancy rate, as previously discussed. Depreciation and amortization expense increased $44,400 and $189,100, respectively, for the quarterly and nine-month periods under comparison. The increases were primarily the result of an increase in depreciation expense at Lakeview resulting from significant tenant improvements over the past several years. Partially offsetting the increase at Lakeview was a decrease in depreciation expense due to the effect of the provision for value impairment recorded for Lakeview during the year ended December 31, 1995. Property operating expenses decreased $12,600 and $28,200, respectively, for the quarterly and nine-month periods under comparison. The decreases were primarily the result of decreased property management fees at Lakeview and decreased property management fees and salaries at Telegraph. Partially offsetting the decreases were increases in administrative salaries at Lakeview and leasing expense, due to an increase in referral costs, at Telegraph. Repairs and maintenance decreased $31,500 for the quarter ended September 30, 1996 when compared to the quarter ended September 30, 1995. The decrease was primarily the result of decreases in architectural services at Lakeview, partially offset by an increase in maintenance staff salaries at Lakeview. Repairs and maintenance increased $16,600 for the nine months ended September 30, 1996 when compared to the nine months ended September 30, 1995. The increase was primarily due to increased maintenance staff salaries and snow removal costs at Lakeview together with expenditures in 1996 to fix the boiler at Telegraph and roof repairs completed in 1996 at Carrollton. Partially offsetting the increase was a decrease in architectural services at Lakeview. 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 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 5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) 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 it 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 flow provided by operating activities as defined by GAAP. Such amounts are not indicative of actual distributions to Partners and should not be considered as an alternative to the results disclosed in the Statements of Income and Expenses and Statements of Cash Flow. Comparative Cash Flow Results For the Nine Months Ended 9/30/96 9/30/95 - ----------------------------------------------------------------------- Cash Flow (as defined in the Partnership Agreement) $ 1,988,800 $ 1,904,700 Items of Reconciliation: General Partner's Portfolio Management Fee 135,300 135,300 Decrease (increase) in current assets 45,000 (2,000) Increase in current liabilities 176,100 199,200 - ----------------------------------------------------------------------- Net cash provided by operating activities $ 2,345,200 $ 2,237,200 - ----------------------------------------------------------------------- Net cash (used for) investing activities $ (3,101,900) $ (1,106,000) - ----------------------------------------------------------------------- Net cash (used for) financing activities $ (1,343,200) $ (1,337,700) - ----------------------------------------------------------------------- Cash Flow (as defined in the Partnership Agreement) increased by $84,100 for the nine months ended September 30, 1996 when compared to the nine months ended September 30, 1995 due primarily to improved operating results at Lakeview and Carrollton, partially offset by diminished operating results at Telegraph, exclusive of depreciation and amortization. The decrease in the Partnership's cash position for the nine months ended September 30, 1996 was primarily the result of investments in debt securities, distributions paid to Partners and expenditures for capital and tenant improvements and leasing costs exceeding net cash provided by operating activities. Liquid assets (including cash, cash equivalents and investments in debt securities) of the Partnership, as of September 30, 1996 were comprised of amounts held for working capital purposes. Net cash provided by operating activities, which continues to be the Partnership's primary source of funds increased by $108,000 for the nine months ended September 30, 1996 when compared to the nine months ended September 30, 1995. This increase was due to increases in the net cash provided by operating activities from Carrollton and Lakeview together with the timing of the payment of expenses at Lakeview, partially offset by reduced net cash provided by operating activities from Telegraph. Net cash used for investing activities increased by $1,995,900 for the nine months ended September 30, 1996 when compared to the nine months ended September 30, 1995. The increase was due to an increase in investments in debt securities, partially offset by decreases in expenditures made for capital and tenant improvements 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, such as capital and tenant improvements and leasing costs. The Partnership expended $993,100 during the nine months ended September 30, 1996 and has projected to spend approximately $375,000 during the remainder of 1996. This projected amount relates to anticipated improvements and leasing costs of approximately $300,000 at Lakeview and $75,000 at Carrollton. Actual amounts expended 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 occupancy levels in competitive markets, maximize rental rates charged to new and renewing tenants and to prepare the properties for eventual disposition. On October 15, 1996, the Partnership completed the sale of Telegraph. Net proceeds generated from this sale amounted to approximately $7,962,000. In connection with the sale, the Partnership declared a special distribution in the amount of $7,962,000 or $11.57 per Unit. This special distribution will be paid on November 30, 1996 to Limited Partners of record as of October 15, 1996. Net cash used for financing activities, comprised substantially of distributions paid to Partners, remained relatively unchanged for the periods under comparison. The General Partner continues to take a conservative approach to projections of future rental income and to maintain higher levels of cash reserves due to the anticipated capital and tenant improvements and leasing costs necessary to be made at the Partnership's properties during the next several years. As a result of this, cash continues to be retained to supplement working capital reserves. For the nine months ended September 30, 1996, Cash Flow (as defined in the Partnership Agreement) retained to supplement working capital reserves amounted to $770,700. Distributions to Limited Partners for the quarter ended September 30, 1996 were declared in the amount of $406,100 or $0.59 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 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 of cash for future distributions to Partners. 6 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K: - ----------------------------------------- (a) Exhibits: None (b) Reports on Form 8-K: A report on Form 8-K was filed on October 30, 1996 reporting the sale of Telegraph Hill Apartments, located in Albuquerque, New Mexico. 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 INSURED REAL ESTATE LIMITED PARTNERSHIP By: FIRST CAPITAL FINANCIAL CORPORATION GENERAL PARTNER Date: November 13, 1996 By: /s/ DOUGLAS CROCKER II ----------------- ------------------------------------- DOUGLAS CROCKER II President and Chief Executive Officer Date: November 13, 1996 By: /s/ NORMAN M. FIELD ----------------- ------------------------------------- NORMAN M. FIELD Vice President - Finance and Treasurer