<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 March 31, 1997
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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
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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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two North Riverside Plaza, Suite 1100, Chicago, Illinois 60606-2607
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(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 definitive Prospectus dated December 8, 1988, included in the
Registrant'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>
March 31,
1997 December 31,
(Unaudited) 1996
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<S> <C> <C> <C>
ASSETS
Investment in commercial rental property:
Land $ 1,319,000 $ 1,319,000
Building and improvements 5,842,200 5,842,200
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7,161,200 7,161,200
Accumulated depreciation and amortization (1,301,900) (1,238,000)
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Total investment property, net of accumulated
depreciation and amortization 5,859,300 5,923,200
Cash and cash equivalents 2,359,400 1,986,300
Investments in debt securities 496,300
Rents receivable 2,900 4,500
Other assets 15,800 16,200
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$ 8,237,400 $ 8,426,500
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accrued real estate taxes $ 397,800 $ 515,200
Distributions payable 129,100 129,000
Accounts payable and accrued expenses 44,800 66,700
Due to Affiliates 9,500 7,000
Security deposits 38,500 38,500
Other liabilities 34,400 52,600
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654,100 809,000
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Partners' capital:
General Partner 151,300 154,700
Limited Partners (145,182 Units issued and
outstanding) 7,432,000 7,462,800
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7,583,300 7,617,500
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$ 8,237,400 $ 8,426,500
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</TABLE>
STATEMENTS OF PARTNERS' CAPITAL
For the quarter ended March 31, 1997 (Unaudited)
and the year ended December 31, 1996
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Partners' capital, January 1, 1996 $163,400 $7,541,400 $7,704,800
Net income for the year ended
December 31, 1996 42,900 386,000 428,900
Distributions for the year ended
December 31, 1996 (51,600) (464,600) (516,200)
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Partners' capital, December 31, 1996 154,700 7,462,800 7,617,500
Net income for the quarter ended March 31,
1997 9,500 85,400 94,900
Distributions for the quarter ended March
31, 1997 (12,900) (116,200) (129,100)
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Partners' capital, March 31, 1997 $151,300 $7,432,000 $7,583,300
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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 March 31, 1997 and 1996
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
Income:
Rental $383,800 $370,700
Interest 30,900 29,800
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414,700 400,500
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Expenses:
Depreciation and amortization 63,900 59,300
Property operating:
Affiliates 25,100 22,400
Nonaffiliates 38,200 41,400
Real estate taxes 132,700 150,000
Insurance--Affiliate 3,000 3,200
Repairs and maintenance 38,400 44,200
General and administrative:
Affiliates 2,900 5,600
Nonaffiliates 15,600 19,000
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319,800 345,100
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Net income $ 94,900 $ 55,400
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Net income allocated to General Partner $ 9,500 $ 5,500
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Net income allocated to Limited Partners $ 85,400 $ 49,900
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Net income allocated to Limited Partners per Unit (145,182
Units outstanding) $ 0.59 $ 0.34
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</TABLE>
STATEMENTS OF CASH FLOWS
For the quarters ended March 31, 1997 and 1996
(Unaudited)
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
Cash flows from operating activities:
Net income $ 94,900 $ 55,400
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 63,900 59,300
Changes in assets and liabilities:
Decrease in rents receivable 1,600 400
Decrease in other assets 400 3,300
(Decrease) in accrued real estate taxes (117,400) (102,200)
(Decrease) in accounts payable and accrued expenses (21,900) (38,500)
(Decrease) in other liabilities (18,200)
Increase in due to Affiliates 2,500 5,700
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Net cash provided by (used for) operating activities 5,800 (16,600)
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Cash flows from investing activities:
Payments for capital and tenant improvements (5,800)
Decrease in investments in debt securities 496,300
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Net cash provided by (used for) investing activities 496,300 (5,800)
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Cash flows from financing activities:
Distributions paid to Partners (129,000) (121,000)
Increase in security deposits 100
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Net cash (used for) financing activities (129,000) (120,900)
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Net increase (decrease) in cash and cash equivalents 373,100 (143,300)
Cash and cash equivalents at the beginning of the period 1,986,300 2,364,800
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Cash and cash equivalents at the end of the period $2,359,400 $2,221,500
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</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
March 31, 1997
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 three months ended March 31, 1997, are not necessarily indicative of the
operating results for the year ending December 31, 1997.
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 1800 Sherman Office Building 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
venture's revenues, expenses, assets, liabilities and Partners' capital is
included in the financial statements.
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 on 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.
The Partnership evaluates its rental property when conditions exist which may
indicate that it is probable that the sum of expected future cash flows
(undiscounted) from such property is less than its carrying basis. Upon
determination that a permanent impairment has occurred, the carrying basis of
the rental property is reduced to its estimated fair value. Management was not
aware of any indicator that would result in a significant impairment loss
during the periods reported.
Cash equivalents are considered all highly liquid investments with a maturity
of three months or less when purchased.
Certain reclassifications have been made to the previously reported 1996
statements in order to provide comparability with the 1997 statements. These
reclassifications had no effect on net income or Partners' Capital.
Reference is made to the Partnership's annual report for the year ended
December 31, 1996, 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 the fiscal
quarter in which the Minimum Subscription Closing Date occurred (the quarter
ended March 31, 1989), distributable Cash Flow (as defined in the Partnership
Agreement), if any, is distributed 90% to the Limited Partners and 10% to the
General Partner. For the three months ended March 31, 1997 and 1996, the
General Partner was entitled to distributable Cash Flow (as defined in the
Partnership Agreement) of $12,900.
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
Limited Partners as a group. Losses from a Major Capital Event, including any
provisions for value impairment, 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 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. Profits (exclusive of Profits from a Major
Capital Event) are allocated: first, in accordance with the ratio in which Cash
Flow (as defined in the Partnership Agreement) was distributable among the
Partners for such fiscal year, to the extent of such Cash Flow (as defined in
the Partnership Agreement), provided, however, that if the Partnership makes no
distributions of Cash Flow (as defined in the Partnership Agreement) for such
fiscal year, then such Profits are allocated 1% to the General Partner and 99%
to the Limited Partners as a group; and second, the balance, if any, 1% to the
General Partner and 99% to the Limited Partners as a group. Profits 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 Limited Partners 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 Limited Partner equal to
the Capital Investment of such Limited Partner; 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 Limited Partner equal to the Capital Investment of
such Limited Partner, plus an amount equal to a cumulative, simple return of 6%
per annum on the Capital Investment from time to time of such Limited Partner
from the date on which the investment in the Partnership was made (less amounts
previously returned by way of Cash Flow (as defined in 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 Limited Partners as a group. Notwithstanding anything to
the contrary, the interest of the
4
<PAGE>
General Partner in each material item of Partnership income, gain, loss,
deduction or credit will be equal to at least 1% of each such item at all times
during the existence of the Partnership. For the three month periods ended
March 31, 1997 and 1996, the General Partner was allocated Profits of $9,500
and $5,500, respectively.
Fees and reimbursements paid and payable by the Partnership to Affiliates
during the quarter ended March 31, 1997 were as follows:
<TABLE>
<CAPTION>
Paid Payable
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<S> <C> <C>
Property management and leasing fees $23,700 $3,900
Reimbursement of property insurance premiums, at cost None 3,000
Reimbursement of expenses, at cost:
--Accounting 1,100 1,900
--Investor communication 600 700
--Legal 100
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$25,500 $9,500
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</TABLE>
On-site property management for the Partnership's property is provided by an
Affiliate of the General Partner for fees ranging from 3% to 6% of gross rents
received by the property.
5
<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, 1996 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 its remaining property, 1800 Sherman Office Building ("1800
Sherman"), for the quarters ended March 31, 1997 and 1996. 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 Quarters
Ended
3/31/97 3/31/96
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<S> <C> <C>
Rental revenues $383,800 $370,700
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Property net income $ 82,700 $ 50,700
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Average occupancy 96% 96%
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</TABLE>
(a) Excludes certain income and expense items which are not directly related to
individual property operating results such as interest income and general
and administrative expenses.
Net income increased by $39,500 for the three months ended March 31, 1997 when
compared to the three months ended March 31, 1996. The increase was primarily
the result of the decrease in real estate tax expense and an increase in
revenues at 1800 Sherman, along with a decrease in general and administrative
expenses which was primarily the result of a decrease in personnel costs and
accounting fees.
Rental revenues increased by $13,100 or 3.5% for the three months ended March
31, 1997 when compared to the three months ended March 31, 1996. The increase
was primarily the result of an increase in base rental revenues which is
attributed to an increase in the average rental rate at 1800 Sherman.
Real estate tax expense decreased by $17,300 for the three-month periods under
comparison. The decrease was primarily due to a lower estimated tax liability,
based to a large extent on the successful appeal of 1995 taxes, which were
payable in 1996.
Repairs and maintenance expenses decreased by $5,800 for the three months ended
March 31, 1997 when compared to the three months ended March 31, 1996. The
decrease was primarily due to a decrease in snow removal costs along with a
decrease in cleaning costs which is the result of the change in the day porter.
To maintain the occupancy level at 1800 Sherman, the General Partner, through
its Affiliated asset and property management group, 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 leases 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 property when market
conditions allow for the achievement of the maximum possible sales price. In
the interim, the Partnership continues to manage and maintain its remaining
property. Notwithstanding the Partnership's intention relative to the sale of
its property, another primary objective of the Partnership is to provide cash
distributions to Partners from Partnership operations. To the extent cash
distributions to Partners 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 flows 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 Cash
Flow.
<TABLE>
<CAPTION>
Comparative
Cash Flow Results
For the Quarters
Ended
3/31/97 3/31/96
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<S> <C> <C>
Cash Flow (as defined in the Partnership Agreement) $ 158,800 $ 114,700
Items of reconciliation:
Decrease in current assets 2,000 3,700
(Decrease) in current liabilities (155,000) (135,000)
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Net cash provided by (used for) operating activities $ 5,800 $ (16,600)
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Net cash provided by (used for) investing activities $ 496,300 $ (5,800)
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Net cash (used for) financing activities $(129,000) $(120,900)
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</TABLE>
The increase in Cash Flow (as defined in the Partnership Agreement) of $44,100
for the three months ended March 31, 1997 when compared to the three months
ended March 31, 1996 was primarily due to improved operating results, exclusive
of depreciation and amortization, at 1800 Sherman.
The increase in the Partnership's cash position of $373,100 was primarily the
result of the maturity of the Partnership's investments in debt securities as
well as the net cash provided by operating activities exceeding distributions
paid to Partners.
Net cash (used for) provided by operating activities changed from $(16,600) for
the three months ended March 31, 1996 to $5,800 for the three months ended
March 31, 1997. The change was primarily due to improved operating results at
1800 Sherman and the timing of the payment of certain of the Partnership's
general and administrative expenses.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Net cash (used for) provided by investing activities changed from $(5,800) for
the three months ended March 31, 1996 to $496,300 for the three months ended
March 31, 1997. The change was primarily the result of the maturity of
investments in debt securities. During the quarter ended March 31, 1997, the
Partnership made no expenditures for building and tenant improvements and
leasing costs but has budgeted to spend approximately $100,000 during the
remainder of 1997 for such items. 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.
The increase in net cash used for financing activities of $8,100 for the three-
month periods under comparison was primarily the result of a slight increase in
distributions paid to Partners.
The General Partner continues to take a conservative approach to projections of
future rental income in its determination of adequate levels of cash reserves
due to the anticipated capital and tenant improvements and leasing costs
necessary to be made to the Partnership's property during the next several
years. As a result, cash continues to be retained to supplement working capital
reserves. Cash Flow (as defined in the Partnership Agreement) retained to
supplement working capital reserves approximated $29,700 for the three months
ended March 31, 1997.
Distributions to Limited Partners for the quarter ended March 31, 1997 were
declared in the amount of $116,200 or $0.80 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. Accordingly, there can
be no assurance as to the amount of future cash for distributions to Partners.
Based upon the current estimated value of its assets, net of its outstanding
liabilities, together with its expected operating results and capital
expenditure requirements, the General Partner believes that the Partnership's
cumulative distributions to its Limited Partners from inception through the
termination of the Partnership will be less than such Limited Partners original
Capital Contribution.
7
<PAGE>
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K:
- -----------------------------------------
(a) Exhibits: None
(b) Reports on Form 8-K:
There were no reports filed on Form 8-K during the quarter ended
March 31, 1997.
<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: May 15, 1997 By: /s/ DOUGLAS CROCKER II
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DOUGLAS CROCKER II
President and Chief Executive Officer
Date: May 15, 1997 By: /s/ NORMAN M. FIELD
------------ --------------------------------------
NORMAN M. FIELD
Vice President - Finance and Treasurer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 2,359,400
<SECURITIES> 0
<RECEIVABLES> 2,900
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,362,300
<PP&E> 7,161,200
<DEPRECIATION> 1,301,900
<TOTAL-ASSETS> 8,237,400
<CURRENT-LIABILITIES> 619,700
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 7,583,300
<TOTAL-LIABILITY-AND-EQUITY> 8,237,400
<SALES> 0
<TOTAL-REVENUES> 414,700
<CGS> 0
<TOTAL-COSTS> 237,400
<OTHER-EXPENSES> 18,500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 94,900
<INCOME-TAX> 0
<INCOME-CONTINUING> 94,900
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 94,900
<EPS-PRIMARY> .59
<EPS-DILUTED> .59
</TABLE>
