<PAGE>
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, 1995
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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: 0-17611
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First Capital Growth Fund - XIV, A Real Estate Limited Partnership
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3552804
- ------------------------------- -------------------
(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
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(Registrant's telephone number, including area code)
Not applicable
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(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 Partnership's Prospectus dated December 8, 1988, included in the
Partnership's Registration Statement on Form S-11, is incorporated herein by
reference in Part I of this report.
<PAGE>
BALANCE SHEETS
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
September 30,
1995 December 31,
(Unaudited) 1994
- -------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investment in commercial rental property:
Land $1,319,000 $1,319,000
Building and improvements 6,940,200 6,833,800
- -------------------------------------------------------------------------------
8,259,200 8,152,800
Accumulated depreciation and amortization (921,700) (730,500)
- -------------------------------------------------------------------------------
Total investment property, net of accumulated
depreciation and amortization 7,337,500 7,422,300
Cash and cash equivalents 2,488,000 2,302,000
Rents receivable 1,300 11,600
Other assets 29,200 38,300
- -------------------------------------------------------------------------------
$9,856,000 $9,774,200
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accrued real estate taxes $ 663,100 $ 500,400
Accounts payable and accrued expenses 59,500 65,100
Due to Affiliates 20,500 15,900
Prepaid rent 800 18,100
Security deposits 37,300 45,300
Distributions payable 121,000 83,900
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902,200 728,700
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Partners' capital:
General Partner 193,800 202,800
Limited Partners (500,000 Units authorized, 145,182
Units issued and outstanding) 8,760,000 8,842,700
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8,953,800 9,045,500
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$9,856,000 $9,774,200
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</TABLE>
STATEMENTS OF PARTNERS' CAPITAL
For the nine months ended September 30, 1995
and the year ended December 31, 1994
(Unaudited)
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Partners' capital, January 1, 1994 $202,100 $8,768,600 $8,970,700
Net income for the year ended
December 31, 1994 34,300 376,100 410,400
Distributions for the year ended
December 31, 1994 (33,600) (302,000) (335,600)
- --------------------------------------------------------------------------
Partners' capital, December 31, 1994 202,800 8,842,700 9,045,500
Net income for the nine months ended
September 30, 1995 27,300 244,000 271,300
Distributions for the nine months ended
September 30, 1995 (36,300) (326,700) (363,000)
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Partners' capital, September 30, 1995 $193,800 $8,760,000 $8,953,800
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</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
STATEMENTS OF INCOME AND EXPENSES
For the quarters ended September 30, 1995 and 1994
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
<TABLE>
<CAPTION>
1995 1994
- -----------------------------------------------------------------------------
<S> <C> <C>
Income:
Rental $388,600 $374,900
Interest 32,600 24,600
- -----------------------------------------------------------------------------
421,200 399,500
- -----------------------------------------------------------------------------
Expenses:
Depreciation and amortization 64,900 59,200
Property operating:
Affiliates 40,000 8,000
Nonaffiliates 38,300 39,300
Real estate taxes 140,800 122,900
Insurance--Affiliate 4,900 3,200
Repairs and maintenance 45,100 47,900
General and administrative:
Affiliates 6,900 3,500
Nonaffiliates 13,800 18,100
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354,700 302,100
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Net income $ 66,500 $ 97,400
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Net income allocated to General Partner $ 6,800 $ 8,400
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Net income allocated to Limited Partners $ 59,700 $ 89,000
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Net income allocated to Limited Partners per Unit (145,182
Units issued and outstanding) $ 0.41 $ 0.61
- -----------------------------------------------------------------------------
</TABLE>
STATEMENTS OF INCOME AND EXPENSES
For the nine months ended September 30, 1995 and 1994
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
<TABLE>
<CAPTION>
1995 1994
- ------------------------------------------------------------------------
<S> <C> <C>
Income:
Rental $1,163,000 $1,110,300
Interest 96,100 61,600
- ------------------------------------------------------------------------
1,259,100 1,171,900
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Expenses:
Depreciation and amortization 191,200 174,300
Property operating:
Affiliates 80,200 45,000
Nonaffiliates 111,100 109,200
Real estate taxes 401,000 374,700
Insurance--Affiliate 10,100 9,500
Repairs and maintenance 117,300 121,600
General and administrative:
Affiliates 15,500 17,300
Nonaffiliates 61,400 43,700
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987,800 895,300
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Net income $ 271,300 $ 276,600
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Net income allocated to General Partner $ 27,300 $ 25,400
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Net income allocated to Limited Partners $ 244,000 $ 251,200
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Net income allocated to Limited Partners per Unit
(145,182 Units issued and outstanding) $ 1.68 $ 1.73
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</TABLE>
STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 1995 and 1994
(Unaudited)
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
1995 1994
- ------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 271,300 $ 276,600
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 191,200 174,300
Changes in assets and liabilities:
Decrease in rents receivable 10,300 18,200
Decrease in other assets 9,100 13,400
Increase (decrease) in accrued real estate taxes 162,700 (101,900)
(Decrease) in accounts payable and accrued expenses (5,600) (4,100)
Increase (decrease) in due to Affiliates 4,600 (6,600)
(Decrease) in prepaid rent (17,300) (117,400)
(Decrease) in other liabilities (105,000)
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Net cash provided by operating activities 626,300 147,500
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Cash flows from investing activities:
Payments for capital and tenant improvements (106,400) (118,900)
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Net cash (used for) investing activities (106,400) (118,900)
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Cash flows from financing activities:
Distributions paid to Partners (325,900) (167,800)
(Decrease) increase in security deposits (8,000) 700
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Net cash (used for) financing activities (333,900) (167,100)
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Net increase (decrease) in cash and cash equivalents 186,000 (138,500)
Cash and cash equivalents at the beginning of the
period 2,302,000 2,269,600
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Cash and cash equivalents at the end of the period $2,488,000 $2,131,100
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</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
September 30, 1995
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. Under this method of accounting, revenues are
recorded when earned and expenses are recorded when incurred.
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, 1995 are not necessarily
indicative of the operating results for the year ending December 31, 1995.
Certain reclassifications have been made to the previously reported 1994
statements in order to provide comparability with the 1995 statements. These
reclassifications have no effect on net income or Partners' capital.
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 and an Affiliate of the General
Partner. Accordingly, the Partnership's pro rata share of the ventures'
revenues, expenses, assets, liabilities and capital is included in the
financial statements.
Cash equivalents are considered all highly liquid investments purchased with a
maturity of three months or less.
Reference is made to the Partnership's annual report for the year ended
December 31, 1994 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, commencing with respect to the
fiscal quarter in which the Minimum Subscription Closing Date occurred (the
quarter ended March 31, 1989), distributable Cash Flow (as defined by the
Partnership Agreement), if any, is distributed 90% to the Holders and 10% to
the General Partner. For the quarter and nine months ended September 30, 1995
the General Partner was entitled to distributable Cash Flow (as defined by the
Partnership Agreement) of $12,100 and $36,300, respectively.
In accordance with the Partnership Agreement, Losses (exclusive of Losses from
a Major Capital Event) are allocated 1% to the General Partner and 99% to the
Holders as a group. Losses from a Major Capital Event are allocated prior to
giving effect to any distribution of Sale or Refinancing Proceeds from such
Major Capital Event; first, to the General Partner and Holders 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 Holders as a group. Profits (exclusive of Profits from a Major
Capital Event) are allocated; first, in accordance with the ratio in which Cash
Flow (as defined by the Partnership Agreement) was distributable among the
Partners for such fiscal year, to the extent of such Cash Flow (as defined by
the Partnership Agreement); provided, however, that if the Partnership makes no
distributions of Cash Flow (as defined by the Partnership Agreement) for such
fiscal year, then such Profits are allocated 1% to the General Partner and 99%
to the Holders as a group; and second, the balance, if any, 1% to the General
Partner and 99% to the Holders as a group. Profits from a Major Capital Event
are allocated prior to giving effect to any distributions of Sale or
Refinancing Proceeds from such Major Capital Event; first, to the General
Partner and Holders with negative balances in their Capital Accounts, in
proportion to and to the extent of such negative balances; second, in
proportion to and to the extent of the amounts, if any, necessary to make the
positive balance in the Capital Account of each Holder equal to the Capital
Investment of such Holder; third, in proportion to and to the extent of the
amounts, if any, necessary to make the positive balance in the Capital Account
of each Holder equal to the Capital Investment of such Holder, plus an amount
equal to a cumulative, simple return of 6% per annum on the Capital Investment
from time to time of such Holder from the date on which the investment in the
Partnership was made (less amounts previously returned by way of Cash Flow (as
defined by the Partnership Agreement)) and Sale or Refinancing Proceeds in
payment of said cumulative return; and fourth, any remaining Profits are
allocated 17% to the General Partner and 83% to the Holders as a group. For the
quarter and nine months ended September 30, 1995, the General Partner was
allocated Profits of $6,800 and $27,300, respectively.
Fees and reimbursements paid and payable by the Partnership to Affiliates
during the quarter and nine months ended September 30, 1995 were as follows:
<TABLE>
<CAPTION>
Paid
-------------------
Quarter Nine Months Payable
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Property management and leasing fees $38,200 $69,900 $14,600
Reimbursement of property insurance premiums, at
cost 4,900 10,100 None
Reimbursement of expenses, at cost:
(1) Accounting 2,400 6,200 2,200
(2) Investor communication 1,700 5,600 3,700
(3) Legal 400 1,200 None
- -----------------------------------------------------------------------------
$47,600 $93,000 $20,500
- -----------------------------------------------------------------------------
</TABLE>
4
<PAGE>
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, 1994, for a discussion of the Partnership's business.
OPERATIONS
The table below is a recap of certain operating results of the Partnership's
remaining property, 1800 Sherman Office Building ("1800 Sherman") for the
quarters and nine months ended September 30, 1995 and 1994. The discussion
following the table should be read in conjunction with the Financial Statements
and Notes thereto appearing in this report.
<TABLE>
<CAPTION>
Comparative Operating Results (a)
For the For the
Quarters Ended Nine Months Ended
9/30/95 9/30/94 9/30/95 9/30/94
- ------------------------------------------------------------
<S> <C> <C> <C> <C>
1800 SHERMAN OFFICE BUILDING
Rental revenues $396,300 $374,900 $1,170,700 $1,110,300
- ------------------------------------------------------------
Property net income $ 65,200 $ 95,300 $ 264,300 $ 277,600
- ------------------------------------------------------------
Average occupancy 97% 95% 98% 94%
- ------------------------------------------------------------
</TABLE>
(a) Excludes certain income and expense items which are either not directly
related to individual property operating results such as interest income
and general and administrative expenses or are related to the property
previously owned by the Partnership.
Net income for the Partnership for the quarter and nine months ended September
30, 1995 decreased $30,900, or 32%, and $5,300, or 2%, respectively, when
compared to the quarter and nine months ended September 30, 1994. The decreases
were primarily due to decreased operating results at 1800 Sherman resulting
from increases in property operating expenses, real estate tax expense and
depreciation and amortization expense (due to additional capital and tenant
improvements and lease commissions), partially offset by an increase in rental
revenues and a decrease in repair and maintenance expenses. In addition, the
decreases in net income for the quarter and nine months ended September 30,
1995 were partially offset by an increase in interest income earned on short-
term investments of $8,000 and $34,500, respectively, due to an increase in the
average interest rate earned on these investments. General and administrative
expenses had opposite effects on net income for the periods under comparison by
partially offsetting the quarterly decrease in net income by $900 primarily due
to a decrease in data processing costs, and contributing to the nine-month
decrease in net income by $15,900 primarily due to an increase in printing
costs.
Rental revenues at 1800 Sherman increased $21,400, or 5.7%, and $60,400, or
5.4%, respectively, for the quarter and nine months ended September 30, 1995
when compared to the quarter and nine months ended September 30, 1994,
primarily due to increases in the quarterly and nine-month average occupancy
rates.
Property operating expenses at 1800 Sherman increased $31,100 and $35,700,
respectively, for the quarter and nine months ended September 30, 1995 when
compared to the quarter and nine months ended September 30, 1994. The increases
were primarily due to increases in property management and leasing fees (which
are computed at a rate not to exceed 6% of the gross receipts of the property)
and utilities, partially offset by decreases in fees for professional services.
Real estate tax expense at 1800 Sherman increased $17,900 and $26,300,
respectively, for the quarter and nine months ended September 30, 1995 when
compared to the quarter and nine months ended September 30, 1994, primarily due
to a projected increase in the tax rate.
Repair and maintenance expenses at 1800 Sherman decreased $2,800 and $4,300,
respectively, for the quarter and nine months ended September 30, 1995 when
compared to the quarter and nine months ended September 30, 1994 primarily due
to parking lot repairs in 1994.
To increase and/or maintain the occupancy level at the Partnership's remaining
property, 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 tenants and
addressing any expansion needs these tenants may have; 3) promotion of local
broker events and networking with local brokers; 4) cold-calling other
businesses and tenants in the market area; and 5) 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 remaining property
when market conditions allow for the achievement of the maximum possible sales
price. In the interim, the Partnership continues to manage and maintain this
property. Notwithstanding the Partnership's intention relative to the sale of
the property, 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 Partnership 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 by 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 by 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 necessarily be considered as an
alternative to the results disclosed in the Statements of Income and Expenses
and Statements of Cash Flows.
5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
Comparative Cash
Flow Results for
the Nine Months
Ended
9/30/95 9/30/94
- -------------------------------------------------------------------------
<S> <C> <C>
Amount of Cash Flow (as defined in the Partnership
Agreement) $ 462,500 $ 450,900
Items of reconciliation:
Decrease in current assets 19,400 31,600
Increase (decrease) in current liabilities 144,400 (335,000)
- -------------------------------------------------------------------------
Net cash provided by operating activities $ 626,300 $ 147,500
- -------------------------------------------------------------------------
Net cash (used for) investing activities $(106,400) $(118,900)
- -------------------------------------------------------------------------
Net cash (used for) financing activities $(333,900) $(167,100)
- -------------------------------------------------------------------------
</TABLE>
Although net income decreased for the nine months ended September 30, 1995 when
compared to the nine months ended September 30, 1994, Cash Flow (as defined by
the Partnership Agreement) increased $11,600 due to the fact that Cash Flow (as
defined by the Partnership Agreement) excludes the effects of depreciation and
amortization expense. Accordingly, the increase in Cash Flow (as defined by the
Partnership Agreement) was due to the same factors previously discussed
exclusive of the increase in depreciation and amortization expense.
The increase in the Partnership's cash position of $186,000 as of September 30,
1995 when compared to December 31, 1994 was the result of net cash provided by
operating activities exceeding distributions made to Partners and expenditures
for capital and tenant improvements and leasing costs. Liquid assets of the
Partnership as of September 30, 1995 were comprised of working capital reserves
and undistributed cash from operations.
Net cash provided by operating activities increased $478,800 for the nine
months ended September 30, 1995 when compared to the nine months ended
September 30, 1994. The increase was primarily due to the timing of the payment
of certain Partnership expenses, particularly real estate taxes, and the
collection of tenant's rental payments. In addition, in 1994, $104,800 was paid
to the holder of the mortgage loan previously collateralized by One Charles
Center. This amount represented the Partnership's share of the mortgage
holder's portion of the final proration of all income and expense items as of
August 17, 1993 (the title transfer date) the majority of which represented net
cash flow from operations received subsequent to June 1, 1993.
The Partnership's use of cash for investing activities was for capital and
tenant improvements and leasing costs made to its remaining property. The
Partnership maintains working capital reserves to pay for capital expenditures
such as building and tenant improvements and leasing costs. The Partnership has
budgeted to spend approximately $135,000 during the remainder of 1995. The
General Partner believes these improvements and leasing costs are necessary in
order to increase and/or maintain occupancy in a very competitive market and to
maximize rental rates charged to new and renewing tenants.
Net cash used for financing activities increased from $167,100 for the nine
months ended September 30, 1994 to $333,900 for the nine months ended September
30, 1995. The increase was primarily due to the increase in 1995 of cash
distributions paid to Partners.
The General Partner continues to take a conservative approach to projections of
future rental income and to maintain higher levels of cash reserves. The
General Partner believes that Cash Flow (as defined by the Partnership
Agreement) is one of the best and least expensive sources of cash. As a result
of this, cash continues to be retained to supplement working capital reserves.
For the nine months ended September 30, 1995 Cash Flow (as defined by the
Partnership Agreement) retained to supplement working capital reserves was
$99,500.
Distributions to Limited Partners for the quarter ended September 30, 1995 were
declared in the amount of $0.75 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 1800 Sherman
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 of the availability of
cash for distribution to Partners.
6
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: Financial Data Schedule
(b) Reports on Form 8-K:
There were no reports filed on Form 8-K during the quarter ended
September 30, 1995.
<PAGE>
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 GROWTH FUND - XIV, A REAL ESTATE
LIMITED PARTNERSHIP
BY: FIRST CAPITAL FUND - XIV, INC.
GENERAL PARTNER
Date: November 14, 1995 By: /s/ DOUGLAS CROCKER II
----------------- -----------------------------------------
DOUGLAS CROCKER II
President and Chief Executive Officer
Date: November 14, 1995 By: /s/ NORMAN M. FIELD
----------------- -----------------------------------------
NORMAN M. FIELD
Vice President - Finance and Treasurer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000826745
<NAME> FIRST CAPITAL GROWTH FUND - XIV, A REAL ESTATE LIMITED PARTNERSHIP
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 2,488,000
<SECURITIES> 0
<RECEIVABLES> 1,300
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,489,300
<PP&E> 8,259,200
<DEPRECIATION> 921,700
<TOTAL-ASSETS> 9,856,000
<CURRENT-LIABILITIES> 902,200
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 8,953,800
<TOTAL-LIABILITY-AND-EQUITY> 9,856,000
<SALES> 0
<TOTAL-REVENUES> 1,259,100
<CGS> 0
<TOTAL-COSTS> 719,700
<OTHER-EXPENSES> 76,900
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 271,300
<INCOME-TAX> 0
<INCOME-CONTINUING> 271,300
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 271,300
<EPS-PRIMARY> 1.68
<EPS-DILUTED> 1.68
</TABLE>
