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 March 31, 1999 ------------------------------------------------------- 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 1000, 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 --- --- Document 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. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS BALANCE SHEETS (All dollars rounded to nearest 00s) March 31, 1999 December 31, (Unaudited) 1998 - ------------------------------------------------------------------------ ASSETS Investment in commercial rental property: Land $ 2,509,900 $ 2,509,900 Buildings and improvements 15,548,600 15,548,600 - ------------------------------------------------------------------------ 18,058,500 18,058,500 Accumulated depreciation and amortization (4,284,700) (4,177,200) - ------------------------------------------------------------------------ Total investment property, net of accumulated depreciation and amortization 13,773,800 13,881,300 Cash and cash equivalents 2,041,300 1,107,100 Investments in debt securities 2,644,900 3,499,300 Rents receivable 140,500 179,600 Other assets 12,700 12,700 - ------------------------------------------------------------------------ $18,613,200 $18,680,000 - ------------------------------------------------------------------------ LIABILITIES AND PARTNERS' CAPITAL Liabilities: Accounts payable and accrued expenses $ 474,800 $ 378,200 Due to Affiliates 41,500 42,700 Distributions payable 319,500 389,300 Security deposits 25,900 25,900 Other liabilities 30,500 36,900 - ------------------------------------------------------------------------ 892,200 873,000 - ------------------------------------------------------------------------ Partners' capital: General Partner 40,300 40,300 Limited Partners (593,025 Units issued and outstanding) 17,680,700 17,766,700 - ------------------------------------------------------------------------ 17,721,000 17,807,000 - ------------------------------------------------------------------------ $18,613,200 $18,680,000 - ------------------------------------------------------------------------ STATEMENTS OF PARTNERS' CAPITAL For the quarter ended March 31, 1999 (Unaudited) and the year ended December 31, 1998 (All dollars rounded to nearest 00s) General Limited Partner Partners Total - ------------------------------------------------------------------------------- Partners' capital, January 1, 1998 $ 40,300 $17,767,800 $17,808,100 Net income for the year ended December 31, 1998 92,800 1,185,000 1,277,800 Distributions for the year ended December 31, 1998 (92,800) (1,186,100) (1,278,900) - ------------------------------------------------------------------------------- Partners' capital, December 31, 1998 40,300 17,766,700 17,807,000 Net income for the quarter ended March 31, 1999 23,000 210,500 233,500 Distributions for the quarter ended March 31, 1999 (23,000) (296,500) (319,500) - ------------------------------------------------------------------------------- Partners' capital, March 31, 1999 $ 40,300 $17,680,700 $17,721,000 - ------------------------------------------------------------------------------- The accompanying notes are an integral part of the financial statements 2 STATEMENTS OF INCOME AND EXPENSES For the quarters ended March 31, 1999 and 1998 (Unaudited) (All dollars rounded to nearest 00s except per Unit amounts) 1999 1998 - ----------------------------------------------------------------------------- Income: Rental $525,100 $528,200 Interest 58,600 175,400 - ----------------------------------------------------------------------------- 583,700 703,600 - ----------------------------------------------------------------------------- Expenses: Interest on loan payable to General Partner 33,400 Depreciation and amortization 107,500 107,100 Property operating: Affiliates 4,800 1,800 Nonaffiliates 51,800 69,000 Real estate taxes 76,000 73,700 Insurance--Affiliate 4,500 4,300 Repairs and maintenance 63,300 26,800 General and administrative: Affiliates 5,300 6,600 Nonaffiliates 37,000 38,500 - ----------------------------------------------------------------------------- 350,200 361,200 - ----------------------------------------------------------------------------- Net income $233,500 $342,400 - ----------------------------------------------------------------------------- Net income allocated to General Partner $ 23,000 $ 18,000 - ----------------------------------------------------------------------------- Net income allocated to Limited Partners $210,500 $324,400 - ----------------------------------------------------------------------------- Net income allocated to Limited Partners per Unit (593,025 Units outstanding) $ 0.35 $ 0.55 - ----------------------------------------------------------------------------- STATEMENTS OF CASH FLOWS For the quarters ended March 31, 1999 and 1998 (Unaudited) (All dollars rounded to nearest 00s) 1999 1998 - ------------------------------------------------------------------------------ Cash flows from operating activities: Net income $ 233,500 $ 342,400 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 107,500 107,100 Changes in assets and liabilities: Decrease in rents receivable 39,100 33,900 Decrease in other assets 17,100 Increase in accounts payable and accrued expenses 96,600 24,800 (Decrease) increase in due to Affiliates (1,200) 6,900 (Decrease) in other liabilities (6,400) (28,500) - ------------------------------------------------------------------------------ Net cash provided by operating activities 469,100 503,700 - ------------------------------------------------------------------------------ Cash flows from investing activities: Decrease (increase) in investments in debt securities, net 854,400 (2,450,300) Decrease in restricted cash 50,000 - ------------------------------------------------------------------------------ Net cash provided by (used for) investing activities 854,400 (2,400,300) - ------------------------------------------------------------------------------ Cash flows from financing activities: Distributions paid to Partners (389,300) (409,900) - ------------------------------------------------------------------------------ Net cash (used for) financing activities (389,300) (409,900) - ------------------------------------------------------------------------------ Net increase (decrease) in cash and cash equivalents 934,200 (2,306,500) Cash and cash equivalents at the beginning of the period 1,107,100 10,407,900 - ------------------------------------------------------------------------------ Cash and cash equivalents at the end of the period $2,041,300 $ 8,101,400 - ------------------------------------------------------------------------------ Supplemental information: Interest paid to General Partner during the period $ -- $ 33,400 - ------------------------------------------------------------------------------ The accompanying notes are an integral part of the financial statements 3 NOTES TO FINANCIAL STATEMENTS (Unaudited) March 31, 1999 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"). The Partnership utilizes the accrual method of accounting. Under this method, 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 three months ended March 31, 1999, are not necessarily indicative of the operating results for the year ending December 31, 1999. Commercial rental property is recorded at cost, net of any provisions for value impairment, and depreciated (exclusive of amounts allocated to land) on the straight-line method over its estimated useful life. 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 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) is less than its carrying basis. Upon determination that an impairment has occurred, the carrying basis is reduced to its estimated fair value. Management was not aware of any indicator that would result in a significant impairment loss during the periods reported. The Partnership has one reportable segment as the Partnership is in the disposition phase of its life cycle, wherein it is seeking to liquidate its remaining operating assets. Management's main focus, therefore, is to prepare its asset for sale and find a purchaser when market conditions warrant such an action. The Partnership has two tenants who occupy 41% of the Partnership's rental property. These tenants occupied 24% and 17% of the Partnership's rentable space, respectively. Cash equivalents are considered all highly liquid investments with a 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, which approximated fair value. All of these securities had maturities of less than one year when purchased. Reference is made to the Partnership's annual report for the year ended December 31, 1998, 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 the Loan (as defined hereafter), until the outstanding balance of the Loan has 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 15% share of Sale Proceeds shall be made until Limited Partners have 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 4 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 three months ended March 31, 1999 and 1998, the General Partner was entitled to a Partnership Management Fee and allocated Net Profits of $23,000 and $18,000, respectively. In accordance with the Partnership Agreement, the General Partner made advances (the "Loan") 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 advanced to the Partnership by the General Partner for distribution to the Limited Partners was the amount of Acquisition Fees and Partnership Management Fees actually paid to the General Partner or its Affiliates. Amounts advanced bear interest at the rate of 8.5% per annum simple interest, payable monthly. Repayment of amounts advanced are 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 as disclosed above. In May 1998, the Partnership utilized a portion of the proceeds from the 1997 sale of Park Plaza to repay the outstanding balance of the Loan. Fees and reimbursements paid and payable by the Partnership to Affiliates during the quarter ended March 31, 1999 were as follows: Paid Payable - -------------------------------------------------------------- Asset management fees $ 2,100 None Real estate commissions (a) None $40,200 Reimbursement of property insurance premiums 4,500 None Legal 2,800 None Reimbursement of expenses, at cost: --Accounting 3,600 800 --Investor communication 2,900 500 - -------------------------------------------------------------- $ 15,900 $41,500 - -------------------------------------------------------------- (a) As of March 31, 1999, the Partnership owed $40,200 to the General Partner for real estate commissions earned in connection with the sales of certain of the Partnership's 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. A third party management group provides on-site property management for the Partnership's property for a fee equal to 3% of gross rents received from the property. The third party property management group is entitled to a leasing fee equal to 3% of gross rents received, reduced by leasing fees paid to other third parties up to but not exceeding the 3% leasing fee. 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, 1998 for a discussion of the Partnership's business. Statements contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations, which are not historical facts, may be forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward- looking statements, which speak only as of the date hereof. One of the Partnership's objectives is to dispose of its properties when market conditions allow for the achievement of the maximum possible sale price. The Partnership, in addition to being in the operation of properties phase, is also 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. Partnership operating results are generally expected to decline as real property interests are sold since the Partnership no longer receives income generated from such real property interests. During the year ended December 31, 1997, the Partnership sold its interest in three of its remaining four properties. OPERATIONS The table below is a recap of the Partnership's operating results from its properties for the three months ended March 31, 1999 and 1998. 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 3/31/99 3/31/98 - ------------------------------------------------------ INDIAN RIDGE PLAZA SHOPPING CENTER Rental revenues $525,100 $529,800 - ------------------------------------------------------ Property net income $217,600 $277,200 - ------------------------------------------------------ Average occupancy 88% 89% - ------------------------------------------------------ SOLD PROPERTIES (B) Rental revenues $ (1,700) - ------------------------------------------------------ Property net (loss) $(25,900) - ------------------------------------------------------ (a) Excludes certain income and expense items which are not directly related to individual property operating results such as interest income, interest expense and general and administrative expenses. (b) Sold Properties includes the post-sale operating results from Park Plaza Professional Office Building ("Park Plaza"), which was sold during 1997. Net income decreased by $108,900 for the three months ended March 31, 1999 when compared to the three months ended March 31, 1998. The decrease was primarily due to a reduction in interest earned on the Partnership's short-term investments, which was due to the May 1998 distribution of Park Plaza Sale Proceeds. The decrease was also due to diminished operating results at Indian Ridge. The decrease was partially offset by the 1998 loss from Park Plaza's post sale operations. The following comparative discussion excludes the results of Sold Properties. Rental revenues decreased by $4,700 or 0.9% for the three months ended March 31, 1999 when compared to the three months ended March 31, 1998. A slight decrease in tenant expense reimbursements for real estate taxes was partially offset by an increase in base rental income resulting from an increase in rates charged to new and renewing tenants. Repair and maintenance expenses increased by $45,700 for the three-month periods under comparison. The increase was primarily due to an increase in snow removal costs. Property operating expenses increased by $6,300 for the quarter ended March 31, 1999 when compared to the quarter ended March 31, 1998. The increase was primarily due to an increase in legal fees. To increase and/or maintain occupancy at Indian Ridge, the General Partner, through its asset management 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 properties when market conditions allow for the achievement of the maximum possible sales price. In the interim, the Partnership continues to manage and maintain its remaining property. Notwithstanding the Partnership's intention relative to property sales, another primary objective of the Partnership is to provide cash distributions to Partners from Partnership operations. To the extent cumulative cash distributions exceed net income, such excess distributions will be treated as a return of capital. Cash Flow (as defined in the Partnership Agreement) is generally not equal to net income or cash flows as determined by 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 determined by GAAP. The following table includes a reconciliation of Cash Flow (as defined in the Partnership Agreement) to cash flow provided by operating activities as determined by GAAP. Such amounts are not indicative of actual distributions to Partners and should not be considered as an alternative to the results disclosed in the Statements of Income and Expenses and Statements of Cash Flow. Comparative Cash Flow Results For the Quarters Ended 3/31/99 3/31/98 - ----------------------------------------------------------------------------- Cash Flow (as defined in the Partnership Agreement) $ 318,000 $ 431,500 Items of reconciliation: General Partner's Partnership Management Fee 23,000 18,000 Decrease in current assets 39,100 51,000 Increase in current liabilities 89,000 3,200 - ----------------------------------------------------------------------------- Net cash provided by operating activities $ 469,100 $ 503,700 - ----------------------------------------------------------------------------- Net cash provided by (used for) investing activities $ 854,400 $(2,400,300) - ----------------------------------------------------------------------------- Net cash (used for) financing activities $(389,300) $ (409,900) - ----------------------------------------------------------------------------- The decrease in Cash Flow (as defined in the Partnership Agreement) of $113,500 for the three months ended March 31, 1999 when compared to three months ended March 31, 1998 was 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--(CONTINUED) primarily due to the decrease in Partnership net income, exclusive of depreciation and amortization, as previously discussed. The increase in the Partnership's cash position of $934,200 for the three months ended March 31, 1999 resulted primarily from maturities of investments in debt securities. Also contributing to the increase was net cash provided by operating activities exceeding distributions paid to Limited Partners. Liquid assets (including cash, cash equivalents and investments in debt securities) of the Partnership as of March 31, 1999 were comprised of amounts held for working capital purposes. Net cash provided by operating activities continues to be a primary source of funds to the Partnership. Net cash provided by operating activities decreased by $34,600 for the three months ended March 31, 1999 when compared to the three months ended March 31, 1998. The decrease was primarily the result of the decrease in net income, as previously discussed. The decrease was partially offset by the timing of the payment of expenses at Indian Ridge. Net cash (used for) provided by investing activities changed from $(2,400,300) for the three months ended March 31, 1998 to $854,400 for the three months ended March 31, 1999. The change was primarily due to a net increase in investments in debt securities during the three months ended March 31, 1998 as compared to a net maturity during the comparable period of 1999. The investments in debt securities are a result of the continued 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 or for distribution to Partners. These investments are of investment- grade and mature less than one year from their date of purchase. The Partnership has no financial instruments for which there are significant market risks. Due to the timing of the maturities and liquid nature of the Partnership's investments in debt securities, the Partnership does not believe that it has material market risk. The Partnership maintains working capital reserves to pay for capital expenditures. Approximately $140,000 is projected to be spent at Indian Ridge during the remainder of 1999. Actual amounts expended may vary depending on a number of factors, including leasing activity and other market conditions throughout the remainder of the year. The General Partner believes these improvements and leasing costs are necessary in order to increase and/or maintain the occupancy level in a very competitive market, maximize rental rates charged to new and renewing tenants and prepare the remaining property for eventual disposition. The decrease in net cash used for financing activities of $20,600 was due primarily to a decrease in distributions to the General Partner. The Year 2000 problem is the result of the inability of existing computer programs to distinguish between a year beginning with "20" rather than "19". This is the result of computer programs using two rather than four digits to define an applicable year. If not corrected, any program having time-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a variety of problems including miscalculations, loss of data and failure of entire systems. Critical areas that could be effected are accounts receivable and rent collections, accounts payable, general ledger, cash management, fixed assets, investor services, computer hardware, telecommunications systems and health, security, fire and life systems. The Partnership has engaged Affiliated and unaffiliated entities to perform all of its critical functions that utilize software that may have time-sensitive applications. All of these providers are providing these services for their own organizations as well as for other clients. The General Partner, on behalf of the Partnership, has been in close communications with each of these service providers regarding steps that are being taken to assure that there will be no serious interruption of the operations of the Partnership resulting from Year 2000 problems. Based on the results of the inquiries, as well as a review of the disclosures by these service providers, the General Partner believes that the Partnership will be able to continue normal business operations and will incur no material costs related to Year 2000 issues. The Partnership has not formulated a contingency plan. However, the General Partner believes that based on the size of the Partnership's portfolio and its limited number of transactions, aside from catastrophic failure of banks, governmental agencies, etc., it could carry out substantially all of its critical operations on a manual basis or easily convert to systems that are Year 2000 compliant. 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 potential capital and tenant improvements and leasing costs to be made at the Partnership's remaining property. For the three months ended March 31, 1999, Cash Flow (as defined in the Partnership Agreement) retained to supplement working capital reserves amounted to $21,500. Distributions to Limited Partners of Cash Flow (as defined in the Partnership Agreement) for the three months ended March 31, 1999 were declared in the amount of $296,500, or $0.50 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 remaining property 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. Based upon the current estimated value of its assets, net of its outstanding liabilities, together with its expected 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 may be less than such Limited Partners' Original Capital Contributions. 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 for the three months ended March 31, 1999. 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: May 13, 1999 By: /s/ DOUGLAS CROCKER II ------------ ------------------------------------- DOUGLAS CROCKER II President and Chief Executive Officer Date: May 13, 1999 By: /s/ NORMAN M. FIELD ------------ ------------------------------------- NORMAN M. FIELD Vice President - Finance and Treasurer