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 June 30, 1996
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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
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(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 950, Chicago, ILlinois 60606-2607
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(Address of principal executive offices) (Zip Code)
(312) 207-0020
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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
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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 1 of this report.
BALANCE SHEETS
(All dollars rounded to nearest 00s)
June 30,
1996 December 31,
(Unaudited) 1995
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ASSETS
Investment in commercial rental property:
Land $ 1,319,000 $1,319,000
Building and improvements 5,818,800 5,807,300
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7,137,800 7,126,300
Accumulated depreciation and amortization (1,111,300) (987,500)
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Total investment property, net of accumulated
depreciation and amortization 6,026,500 6,138,800
Cash and cash equivalents 2,384,000 2,364,800
Rents receivable 1,200 6,000
Other assets 19,400 26,000
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$8,431,100 $8,535,600
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accrued real estate taxes $ 598,300 $ 550,500
Distributions payable 129,000 121,000
Accounts payable and accrued expenses 63,200 97,300
Due to Affiliates 9,100 4,200
Security deposits 38,200 38,100
Other liabilities 3,300 19,700
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841,100 830,800
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Partners' capital:
General Partner 151,900 163,400
Limited Partners (145,182 Units issued and
outstanding) 7,438,100 7,541,400
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7,590,000 7,704,800
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$ 8,431,100 $8,535,600
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STATEMENTS OF PARTNERS' CAPITAL
For the six months ended June 30, 1996 (Unaudited)
and the year ended December 31, 1995
(All dollars rounded to nearest 00s)
General Limited
Partner Partners Total
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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)
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Partners' capital, December 31, 1995 163,400 7,541,400 7,704,800
Net income for the six months ended
June 30, 1996 14,300 129,000 143,300
Distributions for the six months ended June
30, 1996 (25,800) (232,300) (258,100)
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Partners' capital,
June 30, 1996 $151,900 $7,438,100 $7,590,000
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The accompanying notes are an integral part of the financial statements.
2
STATEMENTS OF INCOME AND EXPENSES
For the quarters ended June 30, 1996 and 1995
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
1996 1995
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Income:
Rental $411,600 $389,600
Interest 28,800 32,900
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440,400 422,500
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Expenses:
Depreciation and amortization 64,500 63,400
Property operating:
Affiliates 23,900 15,600
Nonaffiliates 34,200 30,700
Real estate taxes 150,000 130,100
Insurance--Affiliate 3,200 2,000
Repairs and maintenance 53,600 38,300
General and administrative:
Affiliates 8,300 4,000
Nonaffiliates 14,800 27,800
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352,500 311,900
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Net income $ 87,900 $110,600
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Net income allocated to General Partner $ 8,800 $ 8,600
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Net income allocated to Limited Partners $ 79,100 $102,000
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Net income allocated to Limited Partners per Unit (145,182
Units outstanding) $ 0.54 $ 0.70
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STATEMENTS OF INCOME AND EXPENSES
For the six months ended June 30, 1996 and 1995
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
1996 1995
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Income:
Rental $782,300 $774,400
Interest 58,600 63,500
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840,900 837,900
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Expenses:
Depreciation and amortization 123,800 126,300
Property operating:
Affiliates 46,300 40,200
Nonaffiliates 75,600 72,800
Real estate taxes 300,000 260,200
Insurance--Affiliate 6,400 5,200
Repairs and maintenance 97,800 72,200
General and administrative:
Affiliates 13,900 8,600
Nonaffiliates 33,800 47,600
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697,600 633,100
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Net income $143,300 $204,800
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Net income allocated to General Partner $ 14,300 $ 20,500
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Net income allocated to Limited Partners $129,000 $184,300
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Net income allocated to Limited Partners per Unit (145,182
Units outstanding) $ 0.89 $ 1.27
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STATEMENTS OF CASH FLOWS
For the six months ended June 30, 1996 and 1995
(Unaudited)
(All dollars rounded to nearest 00s)
1996 1995
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Cash flows from operating activities:
Net income $ 143,300 $ 204,800
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 123,800 126,300
Changes in assets and liabilities:
Decrease in rents receivable 4,800 10,100
Decrease in other assets 6,600 5,700
Increase in accrued real estate taxes 47,800 22,000
(Decrease) in accounts payable and accrued expenses (34,100) (8,200)
Increase in due to Affiliates 4,900 8,600
(Decrease) in other liabilities (16,400) (13,100)
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Net cash provided by operating activities 280,700 356,200
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Cash flows from investing activities:
Payments for capital and tenant improvements (11,500) (99,400)
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Net cash (used for) investing activities (11,500) (99,400)
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Cash flows from financing activities:
Distributions paid to Partners (250,100) (204,900)
Increase (decrease) in security deposits 100 (4,200)
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Net cash (used for) financing activities (250,000) (209,100)
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Net increase in cash and cash equivalents 19,200 47,700
Cash and cash equivalents at the beginning of the
period 2,364,800 2,302,000
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Cash and cash equivalents at the end of the period $2,384,000 $2,349,700
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The accompanying notes are an integral part of the financial statements.
3
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
June 30, 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
DEFINITION OF SPECIAL TERMS:
Capitalized terms used in this report have the same meaning as those terms have
in the Partnership's Registration Statement filed with the Securities and
Exchange Commission on Form S-11. Definitions of these terms are contained in
Article III of the First Amended and Restated Agreement of Limited Partnership,
which is included in the Registration Statement and incorporated herein by
reference.
ACCOUNTING POLICIES:
The financial statements have been prepared in accordance with generally
accepted accounting principles ("GAAP"). Under this method of accounting,
revenues are recorded when earned and expenses are recorded when incurred.
Preparation of the Partnership's financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
The financial information included in these financial statements is unaudited;
however, in management's opinion, all adjustments (consisting of only normal,
recurring accruals) necessary for a fair presentation of the results of
operations for the periods included have been made. Results of operations for
the quarter and six months ended June 30, 1996, are not necessarily indicative
of the operating results for the year ending December 31, 1996.
The financial statements include the Partnership's 50% interest in a joint
venture with an Affiliated partnership. This joint venture was formed for the
purpose of acquiring a 100% interest in certain real property and is operated
under the common control of the General Partner 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 held for investment is recorded at cost, net of any
provisions for value impairment, and depreciated (exclusive of amounts, if any,
allocated to land and value impairment) on the straight-line method over its
estimated useful life. Upon classifying a commercial rental property as held
for disposition, no further depreciation or amortization of the property is
provided for in the financial statements. Lease acquisition fees are recorded
at cost and amortized over the life of the lease. Repair and maintenance costs
are expensed as incurred; expenditures for improvements are capitalized and
depreciated over the estimated life of the improvements.
During the first quarter of 1996, the Partnership adopted Financial Accounting
Standards Board Statement No. 121 "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of" (the "Standard"). The
Standard established guidance for determining if the value of defined assets
are impaired, and if so, how impairment losses should be measured and reported
in the financial statements. The Standard also addressed the accounting for
long-lived assets that are expected to be disposed of. The adoption of the
Standard did not have a material effect on the Partnership's financial
statements.
Cash equivalents are considered all highly liquid investments with an original
maturity of three months or less when purchased.
Certain reclassifications have been made to the previously reported 1995
statements in order to provide comparability with the 1996 statements. These
reclassifications had no effect on net income or Partners' capital.
Reference is made to the Partnership's annual report for the year ended
December 31, 1995, for a description of other accounting policies and
additional details of the Partnership's financial condition, results of
operations, changes in Partners' capital and changes in cash balances for the
year then ended. The details provided in the notes thereto have not changed
except as a result of normal transactions in the interim or as otherwise
disclosed herein.
2. RELATED PARTY TRANSACTIONS:
In accordance with the Partnership Agreement, 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 quarter and six months ended June 30, 1996, the
General Partner was entitled to distributable Cash Flow (as defined in the
Partnership Agreement) of $12,900 and $25,800, 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 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 quarter and six months ended June 30, 1996, the General Partner was
allocated Profits of $8,800 and $14,300, respectively.
Fees and reimbursements paid and payable by the Partnership to Affiliates
during the quarter and six months ended June 30, 1996 were as follows:
Paid
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Six
Quarter Months Payable
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Property managment and leasing fees $24,000 $43,100 $6,600
Reimbursement of property insurance premiums, at cost 6,400 6,400 None
Reimbursement of expenses, at cost:
--Accounting 3,400 7,200 1,700
--Investor communication 2,000 4,500 800
--Legal 300 400 None
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$36,100 $61,600 $9,100
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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 from the property.
4
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the Partnership's annual report for the year ended
December 31, 1995 for a discussion of the Partnership's business.
OPERATIONS
The table below is a recap of the Partnership's share of certain operating
results of its remaining property, 1800 Sherman Office Building ("1800
Sherman"), for the quarters and six months ended June 30, 1996 and 1995. The
discussion following the table should be read in conjunction with the financial
statements and notes thereto appearing in this report.
Comparative Operating Results (a)
For the For the
Quarters Ended Six Months Ended
6/30/96 6/30/95 6/30/96 6/30/95
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Rental revenues $411,600 $389,600 $782,300 $774,400
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Property net income $ 82,300 $110,300 $133,000 $199,100
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Average occupancy 95% 98% 96% 98%
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(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.
Unless otherwise disclosed, discussions of fluctuations between 1996 and 1995
refer to both the quarters and six months ended June 30, 1996 and 1995.
Net income decreased $22,700 and $61,500 for the quarter and six months ended
June 30, 1996 when compared to the quarter and six months ended June 30, 1995,
respectively. The decreases in net income were primarily the result of
increases in real estate tax, repair and maintenance and property operating
expenses. Partially offsetting the decreases were increases in rental revenues
and decreases in general and administrative expenses which were the result of a
reduction in the costs associated with printing and data processing.
Rental revenues increased $22,000 and $7,900, respectively, for the quarter and
six months ended June 1996 when compared to June 30, 1995. The increases were
primarily the result of an increase in real estate tax escalation income which
was the result of increased tax bills and consequently larger billings to
tenants. The increases were partially offset by a decrease in base rental
revenues which was the result of a lower occupancy of 1800 Sherman.
Real estate tax increased $19,900 and $39,800 for the quarter and six-month
periods under comparison, respectively. These increases were primarily the
result of projected tax rate increases.
Repair and maintenance expense increased $15,300 and $25,600 for the quarter
and six months ended June 30, 1996 when compared to June 30, 1995,
respectively. The increases were primarily due to several projects completed in
1996 in order to improve the interior and exterior appearance of the building.
Property operating expense increased $11,800 and $8,900 for the quarters and
six months under comparison, respectively. The increases were primarily the
result of increased property management fees.
Despite the fact that rental revenue is a factor in determining the amount of
property management and leasing fees to be paid, property management and
leasing fees increased primarily as a result of a decrease in leasing fees paid
to outside leasing agents during 1996. The increase was partially offset for
the six-month period by a decrease in professional fees.
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 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 exceed net income, such excess distributions will be treated as a
return of capital. Cash Flow (as defined in the Partnership Agreement) is
generally not equal to net income or cash flows as defined by generally
accepted accounting principles ("GAAP"), since certain items are treated
differently under the Partnership Agreement than under GAAP. Management
believes that to facilitate a clear understanding of the Partnership's
operations, an analysis of Cash Flow (as defined in the Partnership Agreement)
should be examined in conjunction with an analysis of net income or cash flows
as defined by GAAP. The following table includes a reconciliation of Cash Flow
(as defined in the Partnership Agreement) to cash flows provided by operating
activities as defined by GAAP. Such amounts are not indicative of actual
distributions to Partners and should not be considered as an alternative to the
results disclosed in the Statements of Income and Expenses and Cash Flow.
Comparative Cash Flow
Results For the Six
Months Ended
6/30/96 6/30/95
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Cash Flow (as defined in the Partnership Agreement) $ 267,100 $ 331,100
Items of reconciliation
Decrease in current assets 11,400 15,800
Increase in current liabilities 2,200 9,300
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Net cash provided by operating activities $ 280,700 $ 356,200
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Net cash (used for) investing activities $ (11,500) $ (99,400)
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Net cash (used for) financing activities $(250,000) $(209,100)
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5
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
The decrease in Cash Flow (as defined in the Partnership Agreement) of $64,000
for the six months ended June 30, 1996 when compared to the six months ended
June 30, 1995 was primarily due to diminished operating income, exclusive of
depreciation and amortization, at 1800 Sherman.
The increase in the Partnership's cash position of $19,200 was primarily the
result of net cash provided by operating activities exceeding distributions
paid to Partners and capital and tenant improvements.
The decrease in net cash provided by operating activities of $75,500 for the
six months ended June 30, 1996 when compared to the six months ended June 30,
1995 was primarily the result of diminished operating results at 1800 Sherman,
as previously discussed.
Net cash used for investing activities decreased $87,900 for the six months
ended June 30, 1996 when compared to June 30, 1995. The decrease was the result
of a reduction in expenditures for capital, tenant improvement and leasing
costs for the Partnership's remaining property. For the six months ended June
30, 1996, the Partnership spent $11,500 for capital, tenant improvement and
leasing costs and has budgeted to spend approximately $130,000 for the
remainder of 1996. 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 $40,900 for the six-
month periods under comparison was primarily the result of an increase in
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 due to the
anticipated capital, tenant improvement 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 $9,000 for the six months ended June 30, 1996.
Distributions to Limited Partners for the quarter ended June 30, 1996 were
declared in the amount of $116,100 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 amounts and/or availability of cash for future
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.
6
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
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(a) Exhibits: None
(b) Reports on Form 8-K:
There were no reports filed on Form 8-K during the quarter ended
June 30, 1996.
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: August 14, 1996 By: /s/ DOUGLAS CROCKER II
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DOUGLAS CROCKER II
President and Chief Executive Officer
Date: August 14, 1996 By: /s/ NORMAN M. FIELD
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NORMAN M. FIELD
Vice President - Finance and Treasurer