<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10-K
<TABLE>
<CAPTION>
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
--------------------------------------------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to _____________________
0-17611
Commission FIle Number _____________________________________________
First Capital Growth Fund - XIV, A Real Estate Limited Partnership
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<S> <C> <C>
Illinois 36-3552804
- ------------------------------- ---------------------------------
(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 or principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 207-0020
-----------------------------------
Securities registered pursuant to Section 12(b) of the Act: NONE
-----------------------------------
Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Assignee Units
-----------------------------------
</TABLE>
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
_ _
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ x ]
Documents incorporated by reference:
The First Amended and Restated Certificate and 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 (Registration No. 33-
19365), is incorporated herein by reference in Part IV of this report.
Exhibit Index - Page A-1
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<PAGE>
PART I
ITEM 1. BUSINESS
- ------- --------
The registrant, First Capital Growth Fund - XIV, A Real Estate Limited
Partnership (the "Partnership"), is a limited partnership organized in 1987
under the Revised Uniform Limited Partnership Act of the State of Illinois. The
Partnership sold 145,182 Limited Partnership Assignee Units (the "Units") to the
public from December 1988 to September 1990, pursuant to a Registration
Statement on Form S-11 filed with the Securities and Exchange Commission
(Registration No. 33-19365). Unless otherwise disclosed herein, capitalized
terms used in this report have the same meaning as those terms have in the
Partnership's Registration Statement.
The business of the Partnership is to invest on a leveraged basis in a
diversified portfolio of primarily institutional-quality, income-producing real
estate, such as shopping centers, office buildings, apartments, warehouses,
manufactured housing or any one or more of these categories. In December 1988,
the Partnership purchased a 25% interest in one joint venture which was formed
with an Affiliated partnership for the purpose of acquiring a 100% interest in
certain real property and in March 1991, the Partnership purchased a 50%
interest in one joint venture which was formed with the same Affiliated
partnership for the purpose of acquiring a 100% interest in certain real
property. These joint ventures, prior to dissolution, are operated under the
common control of First Capital Fund - XIV, Inc. (the "General Partner") and an
Affiliate. During 1993, the joint venture in which the Partnership had a 25%
interest surrendered title to its property to the mortgage holder through
foreclosure and subsequently dissolved the joint venture.
Property management services for the Partnership's real estate investment is
provided by an Affiliate of the General Partner for fees calculated as a
percentage of gross rents received from the property.
The real estate business is highly competitive. The results of operations of the
Partnership will depend upon the availability of suitable tenants, real estate
market conditions and general economic conditions which may impact the success
of these tenants. The property owned by the Partnership frequently competes for
tenants with similar properties owned by others.
As of March 1, 1998, the Partnership employed, through its joint venture, three
people for on-site property maintenance and administration.
ITEM 2. PROPERTY
- ------- --------
As of December 31, 1997, the Partnership owned a 50% interest in a joint venture
which owned, in fee simple, the 1800 Sherman Office Building ("the Property"),
located in Evanston, Illinois. The Property has 134,541 net leasable square feet
of which 100%, 94%, 97%, 97% and 94%, was occupied as of December 31, 1997,
1996, 1995, 1994, and 1993, respectively. The average annual rental per square
foot, as computed by dividing the property's base revenues by its average
occupied square footage, for the years ended December 31, 1997, 1996, 1995,
1994, and 1993 was $21.90, $21.27, $21.14, $20.58 and $20.20, respectively.
For federal income tax purposes, the Partnership depreciates the portion of the
acquisition costs of the Property allocable to real property (exclusive of
land), and all improvements, over a useful life of 40 years, utilizing the
straight-line method. In the opinion of the General Partner, the Property is
adequately insured and serviced by all necessary utilities. The Partnership's
share of 1997 real estate taxes for the Property was $525,500.
2
<PAGE>
ITEM 2. PROPERTY (continued)
- ------- --------
As of December 31, 1997 there were 32 tenants at the Property. The tenants which
occupy ten percent or more of the rentable square footage of the Property are ZS
Associates ("ZS"), management consultants, occupying 29% of the net leasable
square footage of the Property, and The Sachs Group ("Sachs"), health care
information specialists occupying 12% of the net leasable square footage of the
Property. The Partnership's 50% interest in the per annum base rents provided
for in the ZS lease, which expires on December 31, 2004 and has one five-year
renewal option, will be $375,100 during 1998 and increasing periodically to
$390,900 during the last twelve months of the current lease. The Partnership's
50% interest in the per annum base rents provided for in the Sachs lease, which
expires on June 30, 2004 and also has one five-year renewal option, will be
$190,000 during 1998 and increasing periodically to $223,100 during the last
twelve months of the current lease.
The amounts in the following table represent the Partnership's portion of leases
in the year of expiration (assuming no lease renewals) for the Property through
the year ending December 31, 2006:
<TABLE>
<CAPTION>
Number Base Rents in Year % of Total Base
Year of Tenants Square Feet of Expiration (a) Rents (b)
- ------------------ ------------------ ----------------- ------------------------ ---------------------
<S> <C> <C> <C> <C>
1998 7 12,867 $121,200 8.27 %
1999 4 7,914 $ 64,700 4.74 %
2000 7 24,013 $168,100 13.84 %
2001 3 5,601 $ 59,900 5.73 %
2002 4 7,956 $ 45,300 4.80 %
2003 3 17,246 $128,600 15.87 %
2004 3 52,334 $502,500 86.49 %
2005 None None None None
2006 1 6,681 $ 58,900 100.00 %
</TABLE>
(a) Represents the Partnership's portion of base rents to be collected
each year on expiring leases.
(b) Represents the Partnership's portion of base rents to be collected
each year on expiring leases as a percentage of the Partnership's
portion of the total base rents to be collected on leases in effect as
of December 31, 1997.
ITEM 3. LEGAL PROCEEDINGS
- ------- -----------------
(a & b) The Partnership and its property were not a party to, nor the subject
of, any material pending legal proceedings, nor were any such proceedings
terminated during the quarter ended December 31, 1997. Ordinary routine legal
matters incidental to the business which was not deemed material were pursued
during the quarter ended December 31, 1997.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------- ---------------------------------------------------
(a,b,c & d) None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S EQUITY AND RELATED SECURITY HOLDER MATTERS
- ------- ----------------------------------------------------------------------
There has not been, nor is there expected to be, a public market for Units.
As of March 1, 1998, there were 1,291 Holders of Units.
3
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
For the Years Ended December 31,
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1997 1996 1995 1994 1993
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total revenues $1,713,200 $1,654,200 $1,663,200 $1,597,900 $ 2,244,300
Net income (loss) $ 471,700 $ 428,900 $ (856,800) $ 410,400 $(1,612,900)
Net income (loss)
allocated to Limited
Partners (a) $ 424,500 $ 386,000 $ (865,800) $ 376,100 $(1,572,700)
Net income (loss)
allocated to Limited
Partners per Unit
(145,182 Units
outstanding) (a) $ 2.92 $ 2.66 $ (5.96) $ 2.59 $ (10.83)
Total assets $8,455,200 $8,426,500 $8,535,600 $9,774,200 $ 9,816,900
Distributions to Limited
Partners per Unit
(145,182 Units
outstanding) $ 3.20 $ 3.20 $ 3.00 $ 2.08 None
Return of capital to
Limited Partners per
Unit (145,182 Units
outstanding) (b) $ 0.28 $ 0.54 $ 3.00 None None
OTHER DATA:
Investment in commercial
rental properties (net
of accumulated
depreciation and
amortization) $5,764,100 $5,923,200 $6,138,800 $7,422,300 $ 7,467,000
Number of real property
interests owned at
December 31 1 1 1 1 1
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</TABLE>
(a) Net (loss) allocated to Limited Partners for 1993 included an extraordinary
gain on extinguishment of debt.
(b) For the purposes of this table, return of capital represents either: the
amount by which distributions, if any, exceed net income allocated to
Limited Partners for the respective year or; total distributions to Limited
Partners, if any, when the Partnership incurs a net loss for the respective
year. Pursuant to the Partnership Agreement, Capital Investment is only
reduced by distributions of Sale or Refinancing Proceeds. Accordingly,
return of capital as used in the above table does not impact Capital
Investment.
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 generally accepted accounting principles ("GAAP"):
<TABLE>
<CAPTION>
For the Years Ended December 31,
-----------------------------------------------------
1997 1996 1995 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Cash Flow (as defined in
the Partnership
Agreement) (a) $ 724,100 $ 679,400 $ 600,200 $ 645,800 $ 537,200
Items of reconciliation:
Principal payments on
mortgage loan payable 17,000
Changes in current
assets and liabilities:
(Increase) decrease in
current assets (28,200) 11,300 17,900 30,400 199,300
Increase (decrease) in
current liabilities 72,000 (30,200) 72,200 (202,100) 154,500
- --------------------------------------------------------------------------------
Net cash provided by
operating activities $ 767,900 $ 660,500 $ 690,300 $ 474,100 $ 908,000
- --------------------------------------------------------------------------------
Net cash (used for)
investing activities $ (93,300) $(531,200) $(173,500) $(190,700) $(686,000)
- --------------------------------------------------------------------------------
Net cash (used for)
financing activities $(515,000) $(507,800) $(454,000) $(251,000) $ (14,500)
- --------------------------------------------------------------------------------
</TABLE>
(a) Cash Flow is defined in the Partnership Agreement as Partnership cash
revenues earned from operations (excluding tenant deposits and proceeds
from a Major Capital Event), minus all cash expenses incurred (including
Operating Expenses, payments of principal and interest on any Partnership
indebtedness, and any reserves of revenues from operations deemed
reasonably necessary by the General Partner), except capital expenditures
and lease acquisition expenditures.
The above selected financial data should be read in conjunction with the
financial statements and the related notes appearing on pages A-1 through A-6
in this report and the supplemental schedule on pages A-7 and A-8.
4
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The ordinary business of the Partnership is expected to pass through its life
cycle in three phases: (i) the Offering of Units and investment in properties;
(ii) the operation of properties and (iii) the sale or other disposition of
properties.
The Partnership commenced the Offering of Units on December 8, 1988 and began
operations on February 1, 1989 after reaching the required minimum subscription
level. On September 28, 1990, the Offering was Terminated upon the sale of
145,182 units. In July 1989, the Partnership purchased a 25% interest in one
joint venture which was formed with an Affiliated partnership for the purpose
of acquiring a 100% interest in certain real property and in March 1991,
purchased a 50% interest in one joint venture which was formed with the same
Affiliated partnership for the purpose of acquiring a 100% interest in certain
real property ("1800 Sherman"). During 1993, the joint venture in which the
Partnership had a 25% interest, surrendered title to the property to the
mortgage holder through foreclosure and subsequently dissolved the joint
venture.
OPERATIONS
The table below is a recap of certain operating results of the Partnership's
property for the years ended December 31, 1997, 1996 and 1995. The discussion
following the table should be read in conjunction with Financial Statements and
Notes thereto appearing in this report.
<TABLE>
<CAPTION>
Comparative Operating Results
(a) For the Years Ended December
31,
--------------------------------
1997 1996 1995
- -----------------------------------------------------
<S> <C> <C> <C>
1800 SHERMAN OFFICE BUILDING (50%)
Rental revenues $1,577,900 $1,533,100 $1,538,200
- -----------------------------------------------------
Property net income $ 402,100 $ 380,600 $ 316,000
- -----------------------------------------------------
Average occupancy 96% 95% 97%
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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, general and
administrative expenses and provision for value impairment.
COMPARISON OF THE YEAR ENDED DECEMBER 31, 1997 TO THE YEAR ENDED DECEMBER 31,
1996
Net income increased by $42,800 for the year ended December 31, 1997 when
compared to the year ended December 31, 1996. The increase was primarily the
result of improved operating results at 1800 Sherman together with an increase
in interest earned on the Partnership's short-term investments.
Rental revenues increased by $44,800 or 2.9% for the year ended December 31,
1997 when compared to the year ended December 31, 1996. The increase was
primarily due to a slight increase in average occupancy and an increase in
rents charged to new and renewing tenants.
Real estate tax expense increased by $60,700 for the year ended December 31,
1997 when compared to the year ended December 31, 1996. The increase was
primarily the result of an adjustment made in 1996 to reduce taxes due to the
successful appeal of the 1995 tax liability. Also contributing to the increase
was an increase in the estimated 1997 tax liability.
Repair and maintenance expenses decreased by $28,700 for the year ended
December 31, 1997 when compared to the year ended December 31, 1996. The
decrease was primarily due to reduced cleaning costs, resulting from a change
in the day porter, and a decrease in electrical repairs.
Property operating expenses decreased by $10,100 for the year ended December
31, 1997 when compared to the year ended December 31,1996. The decrease was
primarily due to a 1997 increase in commissions paid to third-party brokers in
connection with the leasing of 1800 Sherman. These expenses are capitalized and
amortized over the life of their respective leases and pursuant to the
management agreement reduce total fees paid to the property management company.
COMPARISON OF THE YEAR ENDED DECEMBER 31, 1996 TO THE YEAR ENDED DECEMBER 31,
1995
Net income improved by $1,285,700 for the year ended December 31, 1996 when
compared to the year ended December 31, 1995. The difference is primarily the
result of the recognition of a provision for value impairment of $1,200,000
during 1995 on 1800 Sherman. Exclusive of the provision for value impairment,
net income increased by $85,700 for the comparable periods. The increase in net
income was primarily the result of a decrease in real estate taxes and general
and administrative expenses. The decrease in general and administrative
expenses was the result of a reduction in the costs associated with printing
and mailing. Partially offsetting the increase in net income for the years
under comparison was an increase in repair and maintenance expenses and
property operating expenses.
Rental revenues remained stable for the year ended December 31, 1996 when
compared to the year ended December 31, 1995.
Real estate tax expense decreased by $89,600 for the years under comparison.
The decrease was primarily due to the 1996 recognition of a successful appeal
for a reduction of the assessed value of 1800 Sherman for the 1995 tax year.
Property operating expenses increased by $12,600 for the year ended December
31, 1996 when compared to the year ended December 31, 1995. The increase was
primarily the result of an increase in management fees due to the fact that
leasing related costs paid in 1995, which are ordinarily paid to and provided
by an Affiliate of the General Partner as part of its property management fee,
were paid to outside brokers and the expenditures were capitalized as lease
commissions and amortized over the respective lease terms of new tenants.
Repairs and maintenance expenses increased by $10,000 for the year ended
December 31, 1996 when compared to the year ended December 31, 1995. The
increase was primarily due to increased costs resulting from hiring a more
thorough and dependable contractor for the cleaning of the building. In
addition, snow fall in 1996 was significantly higher than in 1995 resulting in
an increase in snow removal costs.
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 tenant's leases and addressing any expansion needs these tenants
may have; 3) promotion of local broker events
5
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--(CONTINUED)
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.
The rate of inflation has remained relatively stable during the years under
comparison and has had a minimal impact on the operating results of the
Partnership. The nature of various tenant lease clauses protects the
Partnership, to some extent, from increases in the rate of inflation. Certain
of the lease clauses provide for the following: (1) annual rent increases based
on the Consumer Price Index or graduated rental increases; (2) total or partial
tenant reimbursement of property operating expenses (e.g., common area
maintenance, real estate taxes, etc.).
LIQUIDITY AND CAPITAL RESOURCES
A primary objective of the Partnership is to provide cash distributions to
Partners from Partnership operations. Cash Flow (as defined in the Partnership
Agreement) is generally not equal to Partnership net income or cash flows as
determined by GAAP, since certain items are treated differently under the
Partnership Agreement than under GAAP. The General Partner 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 second table in Selected Financial Data 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 necessarily be considered as an
alternative to the results disclosed in the Statements of Income and Expenses
and Statements of Cash Flows.
The increase in Cash Flow (as defined in the Partnership Agreement) of $44,700
for the year ended December 31, 1997 when compared to the year ended December
31, 1996 was primarily due to the increase in net income, as previously
discussed, exclusive of depreciation and amortization expense.
The increase in the Partnership's cash position of $159,600 was primarily the
result of net cash provided by operating activities exceeding distributions
paid to Partners and expenditures for capital and tenant improvements.
Net cash provided by operating activities increased by $107,400 for the year
ended December 31, 1997 when compared to the year ended December 31, 1996. The
increase was primarily due to the timing of the payments of certain Partnership
expenses.
Net cash used for investing activities decreased by $437,900 for the year ended
December 31, 1997 when compared to the year ended December 31, 1996. The
decrease was primarily the result of the 1996 investment in debt securities.
The investments in debt securities are 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 while they are held for working capital
purposes. These investments are of investment-grade and mature less than one
year from their date of purchase.
The Partnership maintains working capital reserves to pay for capital
expenditures. The Partnership spent $93,300 on capital expenditures during 1997
and has budgeted to spend approximately $250,000 at 1800 Sherman during 1998.
Approximately half of the amount budgeted to be spent in 1998 relates to a
midlease improvement allowance for one of 1800 Sherman's significant tenants.
The General Partner believes these improvements and leasing costs are necessary
in order to maintain the occupancy level in a very competitive market and to
maximize rental rates charged to new and renewing tenants.
Net cash used for financing activities increased by $7,200 for the year ended
December 31, 1997 when compared to the year ended December 31, 1996. The
increase was primarily the result of a slight increase in distributions paid to
Partners.
The General Partner, on behalf of the Partnership, has contracted for
substantially all of its business activities with certain principal entities
for which computer programs are utilized. Each of these companies is
financially responsible and have represented to management of the General
Partner that they are taking appropriate steps for modifications needed to
their respective systems to accommodate processing data by Year 2000.
Accordingly, the Partnership anticipates incurring no material Year 2000 costs
and is currently not aware of any material contingencies related to this
matter.
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 in 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 year ended December 31, 1997, Cash Flow (as defined in the Partnership
Agreement) retained to supplement working capital reserves was $207,900.
Distributions to Limited Partners for the quarter ended December 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 to meet future liquidity
requirements of the Partnership. Accordingly, there can be no assurance as to
the amount of 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 Contributions.
6
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------- -------------------------------------------
The response to this item is submitted as a separate section of this report. See
page A-1 "Index of Financial Statements, Schedule and Exhibits."
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------- ---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
None.
7
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------- --------------------------------------------------
(a) & (e) DIRECTORS
The Partnership has no directors. First Capital Financial Corporation
("FCFC") is the General Partner. The directors of FCFC, as of March 31,
1998, are shown in the table below. Directors serve for one year or until
their successors are elected. The next annual meeting of FCFC will be held
in June 1998.
Name Office
---- ------
Douglas Crocker II............................... Director
Sheli Z. Rosenberg............................... Director
Douglas Crocker II, 57, has been President and Chief Executive Officer
since December 1992 and a Director since January 1993 of the General
Partner. Mr. Crocker has been President, Chief Executive Officer and
trustee of Equity Residential Properties Trust since March 31, 1993. Mr.
Crocker is a member of the Board of Directors of Horizon Group, Inc. and
Wellsford Real Properties, Inc. Mr. Crocker was an Executive Vice President
of Equity Financial and Management Company ("EFMC") from November 1992
until March 1997.
Sheli Z. Rosenberg, 56, was President and Chief Executive Officer of the
General Partner from December 1990 to December 1992 and has been a Director
of the General Partner since September 1983; was Executive Vice President
and General Counsel for EFMC from October 1980 to November 1994; has been
President and Chief Executive Officer of Equity Group Investments, Inc.
("EGI") since November 1994; has been a Director of Great American
Management and Investment Inc. ("Great American") since June 1984 and is a
director of various subsidiaries of Great American. She is also a director
of Anixter International Inc., American Classic Voyages Co., CVS
Corporation, Illinova Corporation, Illinois Power Co., Jacor
Communications, Inc. and Manufactured Home Communities, Inc. She is also a
trustee of Equity Residential Properties Trust, Equity Office Properties
Trust and Capital Trust. Ms. Rosenberg was a Principal of Rosenberg &
Liebentritt, P.C., counsel to the Partnership, the General Partner and
certain of their Affiliates from 1980 to September 1997. She had been Vice
President of First Capital Benefit Administrators, Inc. ("Benefit
Administrators") since July 22, 1987 until its liquidation in November
1995. Benefit Administrators filed for protection under the Federal
Bankruptcy laws on January 3, 1995.
8
<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (Continued)
- -------- --------------------------------------------------
(b) & (e) EXECUTIVE OFFICERS
The Partnership does not have any executive officers. The executive
officers of the General Partner as of March 31, 1998 are shown in the
table. All officers are elected to serve for one year or until their
successors are elected and qualified.
<TABLE>
Name Office
- ---- ------
<S> <C>
Douglas Crocker II..................................President and Chief Executive Officer
Donald J. Liebentritt...............................Vice President
Norman M. Field.....................................Vice President - Finance and Treasurer
</TABLE>
PRESIDENT AND CEO- See Table of Directors above.
Donald J. Liebentritt, 47, has been Vice President of the General Partner
since July 1997 and is Executive Vice President and General Counsel of EGI,
Vice President and Assistant Secretary of Great American and Principal and
Chairman of the Board of Rosenberg & Liebentritt, P.C.
Norman M. Field, 49, has been Vice President of Finance and Treasurer of
the General Partner since February 1984, and also served as Vice President
and Treasurer of Great American from July 1983 until March 1995. Mr. Field
had been Treasurer of Benefit Administrators since July 22, 1987 until its
liquidation in November 1995. Benefit Administrators filed for protection
under the Federal Bankruptcy laws on January 3, 1995. He was Chief
Financial Officer of Equality Specialties, Inc. ("Equality"), a subsidiary
of Great American, from August 1994 to April 1995. Equality was sold in
April 1995.
(d) FAMILY RELATIONSHIPS
There are no family relationships among any of the foregoing directors and
officers.
(f) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
With the exception of the bankruptcy matter disclosed under Items 10 (a),
(b) and (e), there are no involvements in certain legal proceedings among
any of the foregoing directors and officers.
9
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
(a,b,c & d) As stated in Item 10, the Partnership has no officers or directors.
Neither the General Partner, nor any director or officer of the General Partner,
received any direct compensation from the Partnership during the year ended
December 31, 1997. Affiliates of the General Partner do compensate directors
and officers of the General Partner. For additional information see Item 13 (a)
Certain Relationships and Related Transactions.
(e) None.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) As of March 1, 1998, no person of record owned or was known by the
Partnership to own beneficially more than 5% of the Partnership's 145,182
Units then outstanding.
(b) The Partnership has no directors or executive officers. As of March 1,
1998, the executive officers and directors of the General Partner did not
own any Units.
(c) None.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Affiliates of the General Partner provide leasing, property management and
supervisory services to the Partnership. Compensation for these property
management services may not exceed 6% of the gross receipts from a property
being managed where the General Partner or its Affiliates provide leasing,
re-leasing and leasing-related services, or 3% of gross receipts where the
General Partner or its Affiliates do not perform leasing, re-leasing and
leasing-related services. Affiliates were entitled to property management
and supervisory fees of $101,700 during 1997. In addition, other Affiliates
of the General Partner were entitled to fees and compensation of $23,700
for insurance and personnel services for 1997. In accordance with the
Partnership Agreement, these services were provided at a price which did
not exceed the lesser of the cost of such services to the General Partner
or its Affiliates or 90% of the competitive price which would be charged by
non-affiliated persons rendering similar services in the same or comparable
geographic location. As of December 31, 1997, total fees and reimbursements
of $400 were due to Affiliates.
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), 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 year ended December 31, 1997, the General
Partner was paid $51,600 of Cash Flow (as defined in the Partnership
Agreement).
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
10
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (Continued)
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 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 year ended December 31,
1997, the General Partner was allocated Profits of $47,200.
(b) Rosenberg & Liebentritt, P.C. ("Rosenberg"), serves as legal counsel to the
Partnership, the General Partner and certain of their Affiliates. Donald J.
Liebentritt, Vice President, is a Principal and Chairman of the Board of
Rosenberg. For the year ended December 31, 1997, Rosenberg was entitled to
$4,300 for legal fees from the Partnership. As of December 31, 1997, all
fees due to Rosenberg have been paid. Compensation for these services are
on terms which are fair, reasonable and no less favorable to the
Partnership than reasonably could be obtained from unaffiliated persons.
(c) No management person is indebted to the Partnership.
(d) None.
11
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a,c & d) See Index of Financial Statements, Schedule and Exhibits on page A-1
of Form 10-K.
(b) Reports on Form 8-K:
There were no reports filed on Form 8-K for the quarter ended December 31, 1997.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Dated: March 31, 1998 By: /s/ DOUGLAS CROCKER II
-------------- -------------------------------------
DOUGLAS CROCKER II
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ DOUGLAS CROCKER II March 31, 1998 President, Chief Executive Officer and
- -------------------------- -------------- Director of the General Partner
DOUGLAS CROCKER II
/s/ SHELI Z. ROSENBERG March 31, 1998 Director of the General Partner
- -------------------------- --------------
SHELI Z. ROSENBERG
/s/ DONALD J. LIEBENTRITT March 31, 1998 Vice President
- -------------------------- --------------
DONALD J. LIEBENTRITT
/s/ NORMAN M. FIELD March 31, 1998 Vice President - Finance and Treasurer
- -------------------------- --------------
NORMAN M. FIELD
</TABLE>
13
<PAGE>
INDEX OF FINANCIAL STATEMENTS, SCHEDULE AND EXHIBITS
FINANCIAL STATEMENTS FILED AS PART OF THIS REPORT
<TABLE>
<CAPTION>
Pages
-------
<S> <C>
Report of Independent Auditors A-2
Balance Sheets as of December 31, 1997 and 1996 A-3
Statements of Partners' Capital for the Years Ended
December 31, 1997, 1996 and 1995 A-3
Statements of Income and Expenses for the Years
Ended December 31, 1997, 1996 and 1995 A-4
Statements of Cash Flows for the Years Ended
December 31, 1997, 1996 and 1995 A-4
Notes to Financial Statements A-5 to A-6
SCHEDULE FILED AS PART OF THIS REPORT
III - Real Estate and Accumulated Depreciation as of December 31, 1997 A-7 and A-8
</TABLE>
All other schedules have been omitted as inapplicable, or for the reason that
the required information is shown in the financial statements or notes thereto.
EXHIBITS FILED AS PART OF THIS REPORT
EXHIBITS (3 & 4) First Amended and Restated Certificate and Agreement of
Limited Partnership as set forth on pages A-1 through A-38 of the Partnership's
definitive Prospectus dated December 8, 1988, included in the Partnership's
Registration Statement on Form S-11 (Registration No. 33-19365), filed pursuant
to Rule 424 (b), is incorporated herein by reference.
EXHIBIT (13) Annual Report to Security Holders.
The 1996 Annual Report to Limited Partners is being sent under separate cover,
not as a filed document and not via EDGAR, for the information of the
Commission.
EXHIBIT (27) Financial Data Schedule
A-1
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Partners
First Capital Growth Fund - XIV,
A Real Estate Limited Partnership
Chicago, Illinois
We have audited the accompanying balance sheets of First Capital Growth
Fund - XIV, A Real Estate Limited Partnership as of December 31, 1997 and 1996,
and the related statements of income and expenses, partners' capital and cash
flows for each of the three years in the period ended December 31, 1997, and the
financial statement schedule listed in the accompanying index. These financial
statements and schedule are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Capital Growth
Fund - XIV, A Real Estate Limited Partnership at December 31, 1997 and 1996, and
the results of its operations and its cash flows for each of the three years in
the period ended December 31, 1997, in conformity with generally accepted
accounting principles. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.
Ernst & Young LLP
Chicago, Illinois
March 9, 1998
A-2
<PAGE>
BALANCE SHEETS
December 31, 1997 and 1996
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
1997 1996
- ----------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investment in commercial rental property:
Land $1,319,000 $1,319,000
Building and improvements 5,935,500 5,842,200
- ----------------------------------------------------------------------
7,254,500 7,161,200
Accumulated depreciation and amortization (1,490,400) (1,238,000)
- ----------------------------------------------------------------------
Total investment property, net of accumulated
depreciation and amortization 5,764,100 5,923,200
Cash and cash equivalents 2,145,900 1,986,300
Investments in debt securities 496,300 496,300
Rents receivable 700 4,500
Other assets 48,200 16,200
- ----------------------------------------------------------------------
$8,455,200 $8,426,500
- ----------------------------------------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accrued real estate taxes $ 530,600 $ 515,200
Distributions payable 129,000 129,000
Accounts payable and accrued expenses 137,400 66,700
Due to Affiliates 400 7,000
Prepaid rent 41,800 18,200
Security deposits 39,700 38,500
Other liabilities 3,300 34,400
- ----------------------------------------------------------------------
882,200 809,000
- ----------------------------------------------------------------------
Partners' capital:
General Partner 150,300 154,700
Limited Partners (145,182 Units issued and
outstanding) 7,422,700 7,462,800
- ----------------------------------------------------------------------
7,573,000 7,617,500
- ----------------------------------------------------------------------
$8,455,200 $8,426,500
- ----------------------------------------------------------------------
</TABLE>
STATEMENTS OF PARTNERS' CAPITAL
For the years ended December 31, 1997, 1996 and 1995
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Partners' capital, January 1, 1995 $202,800 $8,842,700 $9,045,500
Net income (loss) for the year ended
December 31, 1995 9,000 (865,800) (856,800)
Distributions for the year ended December
31, 1995 (48,400) (435,500) (483,900)
- -----------------------------------------------------------------------------
Partners' capital, December 31, 1995 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)
- -----------------------------------------------------------------------------
Partners' capital, December 31, 1996 154,700 7,462,800 7,617,500
Net income for the year ended December 31,
1997 47,200 424,500 471,700
Distributions for the year ended December
31, 1997 (51,600) (464,600) (516,200)
- -----------------------------------------------------------------------------
Partners' capital, December 31, 1997 $150,300 $7,422,700 $7,573,000
- -----------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
A-3
<PAGE>
STATEMENTS OF INCOME AND EXPENSES
For the years ended December 31, 1997, 1996 and 1995
(All dollars rounded to nearest 00s except per Unit amounts)
<TABLE>
<CAPTION>
1997 1996 1995
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Income:
Rental $1,577,900 $1,533,100 $1,530,500
Interest 135,300 121,100 132,700
- --------------------------------------------------------------------------
1,713,200 1,654,200 1,663,200
- --------------------------------------------------------------------------
Expenses:
Depreciation and amortization 252,400 250,500 257,000
Property operating:
Affiliates 100,900 98,600 87,900
Nonaffiliates 139,000 151,400 149,500
Real estate taxes 525,500 464,800 554,400
Insurance--Affiliate 11,400 12,700 12,700
Repairs and maintenance 147,200 175,900 165,900
General and administrative:
Affiliates 13,600 19,000 20,400
Nonaffiliates 51,500 52,400 72,200
Provision for value impairment 1,200,000
- --------------------------------------------------------------------------
1,241,500 1,225,300 2,520,000
- --------------------------------------------------------------------------
Net income (loss) $ 471,700 $ 428,900 $ (856,800)
- --------------------------------------------------------------------------
Net income allocated to General Partner $ 47,200 $ 42,900 $ 9,000
- --------------------------------------------------------------------------
Net income (loss) allocated to Limited
Partners $ 424,500 $ 386,000 $ (865,800)
- --------------------------------------------------------------------------
Net income (loss) allocated to Limited
Partners per Unit (145,182 Units
outstanding) $ 2.92 $ 2.66 $ (5.96)
- --------------------------------------------------------------------------
</TABLE>
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1997, 1996 and 1995
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
1997 1996 1995
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 471,700 $ 428,900 $ (856,800)
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Depreciation and amortization 252,400 250,500 257,000
Provision for value impairment 1,200,000
Changes in assets and liabilities:
Decrease in rents receivable 3,800 1,500 5,600
(Increase) decrease in other assets (32,000) 9,800 12,300
Increase (decrease) in accrued real estate
taxes 15,400 (35,300) 50,100
Increase (decrease) in accounts payable
and accrued expenses 70,700 (30,600) 32,200
(Decrease) increase in due to Affiliates (6,600) 2,800 (11,700)
Increase (decrease) in prepaid rent 23,600 18,200 (18,100)
(Decrease) increase in other liabilities (31,100) 14,700 19,700
- ----------------------------------------------------------------------------------
Net cash provided by operating activities 767,900 660,500 690,300
- ----------------------------------------------------------------------------------
Cash flows from investing activities:
Payments for capital and tenant improvements (93,300) (34,900) (173,500)
(Increase) in investments in debt
securities, net (496,300)
- ----------------------------------------------------------------------------------
Net cash (used for) investing activities (93,300) (531,200) (173,500)
- ----------------------------------------------------------------------------------
Cash flows from financing activities:
Distributions paid to Partners (516,200) (508,200) (446,800)
Increase (decrease) in security deposits 1,200 400 (7,200)
- ----------------------------------------------------------------------------------
Net cash (used for) financing activities (515,000) (507,800) (454,000)
- ----------------------------------------------------------------------------------
Net increase (decrease) in cash and cash
equivalents 159,600 (378,500) 62,800
Cash and cash equivalents at the beginning of
the year 1,986,300 2,364,800 2,302,000
- ----------------------------------------------------------------------------------
Cash and cash equivalents at the end of the
year $2,145,900 $1,986,300 $2,364,800
- ----------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
A-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
1. ORGANIZATION AND 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.
ORGANIZATION:
The Partnership was formed on December 29, 1987, by the filing of a Certificate
and Agreement of Limited Partnership with the Recorder of Deeds of Cook County,
Illinois, and commenced the Offering of Units on December 8, 1988. On February
1, 1989, the required minimum subscription level was reached, and the
Partnership commenced operations. The Offering was Terminated on September 28,
1990 with 145,182 Units sold. The Partnership was formed to invest primarily in
existing, improved, income-producing real estate on a leveraged basis.
The Partnership Agreement provides that the Partnership will be dissolved on or
before December 31, 2018. The Limited Partners, by a majority vote, may
dissolve the Partnership at any time.
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 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.
The Partnership is not liable for federal income taxes as the Partners
recognize their proportionate share of the Partnership income or loss in their
individual tax returns; accordingly, no provision for income taxes is made in
the financial statements of the Partnership. In addition, it is not practicable
for the Partnership to determine the aggregate tax bases of the individual
Partners; accordingly, disclosure of the differences between the tax bases and
the reported assets and liabilities of the Partnership would not be meaningful.
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 a 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 the improvements.
The Partnership evaluates its rental property for impairment 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. Except as
disclosed in Note 5, the General Partner 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.
Investments in debt securities are comprised of obligations of the United
States government totaling $496,300 and are classified as held-to-maturity.
These investments are carried at their amortized cost basis in the financial
statements which approximated fair market value. All of these securities had
maturities of less than one year when purchased.
The Partnership's financial statements include financial instruments, including
receivables and trade liabilities. The fair value of financial instruments,
including cash and cash equivalents, included in the financial statements, was
not materially different from their carrying value at December 31, 1997 and
1996.
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 years ended December 31, 1997, 1996 and 1995, the
General Partner paid Cash Flow (as defined in the Partnership Agreement) of
$51,600, $51,600 and $48,400, 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
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
A-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
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 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 years ended December 31, 1997 and 1996, the General Partner was allocated
Profits of $47,200 and $42,900, respectively. For the year ended December 31,
1995, the General Partner was allocated Profits of $9,000, which included a
(loss) from a provision for value impairment of $(25,300).
Fees and reimbursements paid and payable by the Partnership to Affiliates were
as follows:
<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------------------------
1997 1996 1995
---------------- ---------------- ----------------
Paid Payable Paid Payable Paid Payable
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Property management and
leasing fees $107,200 None $ 92,200 $5,500 $100,800 $ 400
Reimbursement of property
insurance premiums, at
cost 11,400 None 12,700 None 12,700 None
Legal 4,300 None 2,100 None 2,100 None
Reimbursement of expenses,
at cost:
--Accounting 8,400 $ 300 12,900 1,200 8,600 2,400
--Investor communication 5,000 100 7,600 300 9,300 1,400
- ------------------------------------------------------------------------------
$136,300 $ 400 $127,500 $7,000 $133,500 $4,200
- ------------------------------------------------------------------------------
</TABLE>
On-site property management for the Partnership's property is provided by an
Affiliate of the General Partner for a fee equal to 3% of gross rents received
from the property. The Affiliate is entitled to leasing fees equal to 3% of
gross rents reduced by leasing fees, if any, paid to third parties.
3. FUTURE MINIMUM RENTALS:
The Partnership's share of future minimum rental income due on noncancelable
leases for the next five years and thereafter as of December 31, 1997 was as
follows:
<TABLE>
<S> <C>
1998 $1,466,100
1999 1,363,700
2000 1,214,300
2001 1,044,900
2002 944,000
Thereafter 1,528,700
-------------
$7,561,700
-------------
</TABLE>
The Partnership is subject to the usual business risks associated with the
collection of the above scheduled rentals. In addition to the amounts scheduled
above, the Partnership expects to receive rental revenue from operating expense
and real estate tax expense reimbursements and percentage rents. Percentage
rents earned for the years ended December 31, 1997, 1996, and 1995 were $1,600,
$1,700, and $2,000, respectively.
4. INCOME TAX:
The Partnership utilizes the accrual method of accounting for both income tax
reporting and financial statement purposes. The results for financial statement
purposes will differ from the results for income tax reporting purposes due to
the use of differing depreciation lives and methods, the recognition of rents
paid in advance as taxable income and the Partnership's provision for value
impairment. The net effect of these accounting differences for the year ended
December 31, 1997, was that the net income for tax reporting purposes was
greater than the net income for financial statement purposes by $80,700. The
aggregate cost of commercial rental property for federal income tax purposes at
December 31, 1997 was $8,454,500.
5. PROVISION FOR VALUE IMPAIRMENT:
Due to regional factors and other matters affecting the Partnership's remaining
property it was deemed appropriate to reduce the basis of 1800 Sherman Office
Building by recording a provision for value impairment of $1,200,000 during the
year ended December 31, 1995. The provision for value impairment was considered
a non-cash event for the purpose of the Statement of Cash Flows and was not
utilized in the determination of Cash Flow (as defined in the Partnership
Agreement).
A-6
<PAGE>
FIRST CAPITAL GROWTH FUND - XIV,
A REAL ESTATE LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Column A Column C Column D Column E
- ----------- ----------------------- ------------------- -------------------------------------
Costs capitalized
Initial cost subsequent Gross amount at which
to Partnership to acquisition carried at close of period
----------------------- ------------------- -------------------------------------
Buildings Buildings
and and
Improve- Improve- Carrying Improve-
Description Land ments ments Costs (1) Land ments Total (2)(3)
- ----------- ---------- ---------- -------- --------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Office Building:
1800 Sherman
(Evanston, IL)
(50% Interest) $1,319,000 $6,147,100 $961,500 $26,900 $1,319,000 $5,935,500 $7,254,500 (4)
========== ========== ======== ======= ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Column A Column F Column G Column H Column I
- ----------- ---------- -------- -------- --------
Life on
which
deprecia-
tion in lat-
Accumu- est income
lated Date of statement
Deprecia- construc- Date is com-
Description tion (2) tion Acquired puted
- ------------ ---------- -------- -------- --------
<S> <C> <C> <C> <C>
Office Building:
1800 Sherman
(Evanston, IL) March 35(5)
(50% Interest) $1,490,400 1986 1991 3-10(6)
==========
</TABLE>
Column B - Not Applicable
See accompanying notes on following page
A-7
<PAGE>
FIRST CAPITAL GROWTH FUND - XIV,
A REAL ESTATE LIMITED PARTNERSHIP
NOTES TO SCHEDULE III
Note 1. Consists of legal fees, appraisal fees, title costs and other related
professional fees.
Note 2. The following is a reconciliation of activity in Columns E and F:
<TABLE>
<CAPTION>
December 31, 1997 December 31, 1996 December 31, 1995
------------------------ ------------------------ -------------------------
Accumulated Accumulated Accumulated
Cost Depreciation Cost Depreciation Cost Depreciation
---------- ------------ ---------- ------------ ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at
beginning
of the
year $7,161,200 $1,238,000 $7,126,300 $ 987,500 $8,152,800 $ 730,500
Additions
during the
year:
Improvements 93,300 34,900 173,500
Provisions
for
depreciation 252,400 250,500 257,000
Deductions
during the
year:
Cost of
real estate
disposed
Accumulated
depreciation
on real
estate
disposed
Provision
for value
impairment (1,200,000)
---------- ---------- ---------- ---------- ---------- ----------
Balance at
end of the
year $7,254,500 $1,490,400 $7,161,200 $1,238,000 $7,126,300 $ 987,500
========== ========== ========== ========== ========== ==========
</TABLE>
Note 3. The aggregate cost for federal income tax purposes as of December 31,
1997 was $8,454,500.
Note 4. Included provision for value impairment of $1,200,000.
Note 5. Estimated useful life for building in years.
Note 6. Estimated useful life for improvements in years.
A-8
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,145,900
<SECURITIES> 496,300
<RECEIVABLES> 700
<ALLOWANCES> 0
<INVENTORY> 0
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<PP&E> 7,254,500
<DEPRECIATION> 1,490,400
<TOTAL-ASSETS> 8,455,200
<CURRENT-LIABILITIES> 878,900
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 7,573,000
<TOTAL-LIABILITY-AND-EQUITY> 8,455,200
<SALES> 0
<TOTAL-REVENUES> 1,713,200
<CGS> 0
<TOTAL-COSTS> 924,000
<OTHER-EXPENSES> 65,100
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 471,700
<INCOME-TAX> 0
<INCOME-CONTINUING> 471,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 471,700
<EPS-PRIMARY> 2.92
<EPS-DILUTED> 2.92
</TABLE>
