UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1994 For the period ended September 30, 1996 ---------------------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the to transition period from to ------------------- ------------------- Commission File Number 0-17611 --------------------------------------------------- FIRST CAPITAL GROWTH FUND - XIV, A REAL ESTATE LIMITED PARTNERSHIP - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Illinois 36-3552804 - ------------------------------- --------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Two North Riverside Plaza, Suite 950, Chicago, Illinois 60606-2607 - ------------------------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) (312) 207-0020 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not applicable - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- DOCUMENTS INCORPORATED BY REFERENCE: The First Amended and Restated Agreement of Limited Partnership filed as Exhibit A to the definitive Prospectus dated December 8, 1988, included in the Registrant's Registration Statement on Form S-11, is incorporated herein by reference in Part I of this report. BALANCE SHEETS (All dollars rounded to nearest 00s) September 30, 1996 December 31, (Unaudited) 1995 - ------------------------------------------------------------------------- ASSETS Investment in commercial rental property: Land $1,319,000 $1,319,000 Building and improvements 5,836,100 5,807,300 - ------------------------------------------------------------------------- 7,155,100 7,126,300 Accumulated depreciation and amortization (1,174,100) (987,500) - ------------------------------------------------------------------------- Total investment property, net of accumulated depreciation and amortization 5,981,000 6,138,800 Cash and cash equivalents 1,788,600 2,364,800 Investments in debt securities 489,700 Rents receivable 10,200 6,000 Other assets 17,400 26,000 - ------------------------------------------------------------------------- $8,286,900 $8,535,600 - ------------------------------------------------------------------------- LIABILITIES AND PARTNERS' CAPITAL Liabilities: Accrued real estate taxes $ 400,000 $ 550,500 Distributions payable 129,100 121,000 Accounts payable and accrued expenses 61,300 97,300 Due to Affiliates 7,200 4,200 Security deposits 38,500 38,100 Other liabilities 3,300 19,700 - ------------------------------------------------------------------------- 639,400 830,800 - ------------------------------------------------------------------------- Partners' capital: General Partner 157,700 163,400 Limited Partners (145,182 Units issued and outstanding) 7,489,800 7,541,400 - ------------------------------------------------------------------------- 7,647,500 7,704,800 - ------------------------------------------------------------------------- $8,286,900 $8,535,600 - ------------------------------------------------------------------------- STATEMENTS OF PARTNERS' CAPITAL For the nine months ended September 30, 1996 (Unaudited) and the year ended December 31, 1995 (All dollars rounded to nearest 00s) General Limited Partner Partners Total - ---------------------------------------------------------------------------- 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 nine months ended September 30, 1996 33,000 296,900 329,900 Distributions for the nine months ended September 30, 1996 (38,700) (348,500) (387,200) - ---------------------------------------------------------------------------- Partners' capital, September 30, 1996 $157,700 $7,489,800 $7,647,500 - ---------------------------------------------------------------------------- The accompanying notes are an integral part of the financial statements. 2 STATEMENTS OF INCOME AND EXPENSES For the quarters ended September 30, 1996 and 1995 (Unaudited) (All dollars rounded to nearest 00s except per Unit amounts) 1996 1995 - ----------------------------------------------------------- Income: Rental $396,600 $388,600 Interest 31,400 32,600 - ----------------------------------------------------------- 428,000 421,200 - ----------------------------------------------------------- Expenses: Depreciation and amortization 62,800 64,900 Property operating: Affiliates 23,700 40,000 Nonaffiliates 47,800 38,300 Real estate taxes 49,700 140,800 Insurance--Affiliate 3,200 4,900 Repairs and maintenance 41,700 45,100 General and administrative: Affiliates 2,600 6,900 Nonaffiliates 9,900 13,800 - ----------------------------------------------------------- 241,400 354,700 - ----------------------------------------------------------- Net income $186,600 $ 66,500 - ----------------------------------------------------------- Net income allocated to General Partner $ 18,700 $ 6,800 - ----------------------------------------------------------- Net income allocated to Limited Partners $167,900 $ 59,700 - ----------------------------------------------------------- Net income allocated to Limited Partners per Unit (145,182 Units outstanding) $ 1.16 $ 0.41 - ----------------------------------------------------------- STATEMENTS OF INCOME AND EXPENSES For the nine months ended September 30, 1996and 1995 (Unaudited) (All dollars rounded to nearest 00s except per Unit amounts) 1996 1995 - ------------------------------------------------------------------------ Income: Rental $1,178,900 $1,163,000 Interest 90,000 96,100 - ------------------------------------------------------------------------ 1,268,900 1,259,100 - ------------------------------------------------------------------------ Expenses: Depreciation and amortization 186,600 191,200 Property operating: Affiliates 70,000 80,200 Nonaffiliates 123,400 111,100 Real estate taxes 349,700 401,000 Insurance--Affiliate 9,600 10,100 Repairs and maintenance 139,500 117,300 General and administrative: Affiliates 16,500 15,500 Nonaffiliates 43,700 61,400 - ------------------------------------------------------------------------ 939,000 987,800 - ------------------------------------------------------------------------ Net income $ 329,900 $ 271,300 - ------------------------------------------------------------------------ Net income allocated to General Partner $ 33,000 $ 27,300 - ------------------------------------------------------------------------ Net income allocated to Limited Partners $ 296,900 $ 244,000 - ------------------------------------------------------------------------ Net income allocated to Limited Partners per Unit (145,182 Units outstanding) $ 2.05 $ 1.68 - ------------------------------------------------------------------------ STATEMENTS OF CASH FLOWS For the nine months ended September 30, 1996 and 1995 (Unaudited) (All dollars rounded to nearest 00s) 1996 1995 - ------------------------------------------------------------------------------ Cash flows from operating activities: Net income $ 329,900 $ 271,300 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 186,600 191,200 Changes in assets and liabilities: (Increase) decrease in rents receivable (4,200) 10,300 Decrease in other assets 8,600 9,100 (Decrease) increase in accrued real estate taxes (150,500) 162,700 (Decrease) in accounts payable and accrued expenses (36,000) (5,600) Increase in due to Affiliates 3,000 4,600 (Decrease) in other liabilities (16,400) (17,300) - ------------------------------------------------------------------------------ Net cash provided by operating activities 321,000 626,300 - ------------------------------------------------------------------------------ Cash flows from investing activities: Payments for capital and tenant improvements (28,800) (106,400) (Increase) in investments in debt securities (489,700) - ------------------------------------------------------------------------------ Net cash (used for) investing activities (518,500) (106,400) - ------------------------------------------------------------------------------ Cash flows from financing activities: Distributions paid to Partners (379,100) (325,900) Increase (decrease) in security deposits 400 (8,000) - ------------------------------------------------------------------------------ Net cash (used for) financing activities (378,700) (333,900) - ------------------------------------------------------------------------------ Net (decrease) increase in cash and cash equivalents (576,200) 186,000 Cash and cash equivalents at the beginning of the period 2,364,800 2,302,000 - ------------------------------------------------------------------------------ Cash and cash equivalents at the end of the period $1,788,600 $2,488,000 - ------------------------------------------------------------------------------ The accompanying notes are an integral part of the financial statements. 3 NOTES TO FINANCIAL STATEMENTS (Unaudited) September 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 nine months ended September 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 1800 Sherman Office Building and is operated under the common control of the General Partner and an Affiliate of the General Partner. Accordingly, the Partnership's pro rata share of the venture's revenues, expenses, assets, liabilities and Partners' capital is included in the financial statements. Commercial rental property 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 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. 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 is 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. Investments in debt securities are comprised of obligations of the United States government totaling $489,700 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 a maturity of less than one year 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 nine months ended September 30, 1996, the General Partner was entitled to distributable Cash Flow (as defined in the Partnership Agreement) of $12,900 and $38,700, 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 nine months ended September 30, 1996, the General Partner was allocated Profits of $18,700 and $33,000, respectively. Fees and reimbursements paid and payable by the Partnership to Affiliates during the quarter and nine months ended September 30, 1996 were as follows: Paid ------------------- Quarter Nine Months Payable - ---------------------------------------------------------------------------- Property management and leasing fees $24,400 $67,500 $1,900 Reimbursement of propety insurance premiums, at cost 3,200 9,600 None Reimbursement of expenses, at cost: --Accounting 2,100 9,300 3,600 --Investor communication 1,100 5,600 1,700 --Legal 600 1,000 None - ---------------------------------------------------------------------------- $31,400 $93,000 $7,200 - ---------------------------------------------------------------------------- On-site property management for the Partnership's property is provided by an Affiliate of the General Partner for fees ranging from 3% to 6% of gross rents received by the property. 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 nine months ended September 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 Quarters For the Nine Months Ended Ended 9/30/96 9/30/95 9/30/96 9/30/95 - ------------------------------------------------------------ Rental revenues $396,600 $396,300 $1,178,900 $1,170,700 - ------------------------------------------------------------ Property net income $168,100 $ 65,200 $ 301,100 $ 264,300 - ------------------------------------------------------------ Average occupancy 94% 97% 95% 98% - ------------------------------------------------------------ (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 or are related to properties previously owned by the Partnership. Unless otherwise disclosed, discussions of fluctuations between 1996 and 1995 refer to both the quarters and nine months ended September 30, 1996 and 1995. Net income increased $120,100 and $58,600 for the quarter and nine months ended September 30, 1996 when compared to the quarter and nine months ended September 30, 1995, respectively. The increases in net income were primarily the result of decreases in real estate tax and general and administrative expenses and an increase in rental revenues. 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 periods under comparison was an increase in repair and maintenance expenses. Rental revenues increased $8,000 or 2% and $15,900 or 1% for the quarter and nine months ended September 1996, respectively, when compared to the quarter and nine months ended September 30, 1995. The increases were primarily the result of an increase in escalation income due to an increase in 1996 in expenses that are reimbursable by the tenants. The increases were partially offset by a decrease in base rental revenues which was the result of a lower average occupancy rate at 1800 Sherman. Real estate tax expense decreased $91,100 and $51,300, respectively, for the quarterly and nine-month periods under comparison. These decreases were primarily due to the successful appeal for a reduction of the assessed value of 1800 Sherman for the 1995 tax year. Property operating expenses decreased $6,800 for the quarter ended September 30, 1996 when compared to the quarter ended September 30, 1995. The decrease was primarily the result of decreases in utilities and personnel costs. Property operating expenses remained relatively stable for the nine-month periods under comparison. Repairs and maintenance expenses increased by $22,200 for the nine months ended September 30, 1996 when compared to the nine months ended September 30, 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. Repair and maintenance expenses remained relatively stable for the quarterly periods under comparison. 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 Nine Months Ended 9/30/96 9/30/95 - -------------------------------------------------------------------------- Cash Flow (as defined in the Partnership Agreement) $ 516,500 $ 462,500 Items of reconciliation: Decrease in current assets 4,400 19,400 (Decrease) increase in current liabilities (199,900) 144,400 - -------------------------------------------------------------------------- Net cash provided by operating activities $ 321,000 $ 626,300 - -------------------------------------------------------------------------- Net cash (used for) investing activities $(518,500) $(106,400) - -------------------------------------------------------------------------- Net cash (used for) financing activities $(378,700) $(333,900) - -------------------------------------------------------------------------- The increase in Cash Flow (as defined in the Partnership Agreement) of $54,000 for the nine months ended September 30, 1996 when compared to the nine months ended September 30, 1995 was primarily due to improved operating results, exclusive of depreciation and amortization, at 1800 Sherman. The decrease in the Partnership's cash position of $576,200 was primarily the result of investments in debt securities, distributions paid to Partners and expenditures for capital and tenant improvements exceeding net cash provided by operating activities. The decrease in net cash provided by operating activities of $305,300 for the nine months ended September 30, 1996 when compared to the nine months ended September 30, 1995 was primarily the result of a the timing of the payment of real estate taxes paid on 1800 Sherman. During the 1995 period the Partnership paid one of two installments on its real estate taxes, while during the comparable period of 1996 both installments were paid. The second installment of the real estate taxes payable in 1995 were paid during the fourth quarter of 1995. Net cash used for investing activities increased $412,100 for the nine months ended September 30, 1996 when compared to September 30, 1995. The increase was primarily the result of an increase in investments in debt securities. Partially offsetting the increase was a decrease in expenditures for capital and tenant improvement and leasing costs. For the nine months ended September 30, 1996, the Partnership spent $28,800 for capital and tenant improvement and leasing costs and has budgeted to spend approximately $15,000 during 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 $44,800 for the nine- 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 and 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 $129,300 for the nine months ended September 30, 1996. Distributions to Limited Partners for the quarter ended September 30, 1996 were declared in the amount of $116,200 or $0.80 per Unit. Cash distributions are made 60 days after the last day of each fiscal quarter. The amount of future distributions to Partners will ultimately be dependent upon the performance of 1800 Sherman as well as the General Partner's determination of the amount of cash necessary to supplement working capital reserves. Accordingly, there can be no assurance as to the amounts and/or availability of future cash for distributions to Partners. Based upon the current estimated value of its assets, net of its outstanding liabilities, together with its expected operating results and capital expenditure requirements, the General Partner believes that the Partnership's cumulative distributions to its Limited Partners from inception through the termination of the Partnership will be less than such Limited Partners' Original Capital Contribution. 5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Comparative Cash Flow Results For the Nine Months Ended 9/30/96 9/30/95 - -------------------------------------------------------------------------- Cash Flow (as defined in the Partnership Agreement) $ 516,500 $ 462,500 Items of reconciliation: Decrease in current assets 4,400 19,400 (Decrease) increase in current liabilities (199,900) 144,400 - -------------------------------------------------------------------------- Net cash provided by operating activities $ 321,000 $ 626,300 - -------------------------------------------------------------------------- Net cash (used for) investing activities $(518,500) $(106,400) - -------------------------------------------------------------------------- Net cash (used for) financing activities $(378,700) $(333,900) - -------------------------------------------------------------------------- The increase in Cash Flow (as defined in the Partnership Agreement) of $54,000 for the nine months ended September 30, 1996 when compared to the nine months ended September 30, 1995 was primarily due to improved operating results, exclusive of depreciation and amortization, at 1800 Sherman. The decrease in the Partnership's cash position of $576,200 was primarily the result of investments in debt securities, distributions paid to Partners and expenditures for capital and tenant improvements exceeding net cash provided by operating activities. The decrease in net cash provided by operating activities of $305,300 for the nine months ended September 30, 1996 when compared to the nine months ended September 30, 1995 was primarily the result of the timing of the payment of real estate taxes paid on 1800 Sherman. During the 1995 period the Partnership paid one of two installments on its real estate taxes, while during the comparable period of 1996 both installments were paid. The second installment of the real estate taxes payable in 1995 was paid during the fourth quarter of 1995. Net cash used for investing activities increased $412,100 for the nine months ended September 30, 1996 when compared to September 30, 1995. The increase was primarily the result of an increase in investments in debt securities. Partially offsetting the increase was a decrease in expenditures for capital and tenant improvement and leasing costs. For the nine months ended September 30, 1996, the Partnership spent $28,800 for capital and tenant improvements and leasing costs and has projected to spend approximately $15,000 during 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 $44,800 for the nine- 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 and tenant improvements and leasing costs necessary to be made to the Partnership's property during the next several years. As a result, cash continues to be retained to supplement working capital reserves. Cash Flow (as defined in the Partnership Agreement) retained to supplement working capital reserves approximated $129,300 for the nine months ended September 30, 1996. Distributions to Limited Partners for the quarter ended September 30, 1996 were declared in the amount of $116,200 or $0.80 per Unit. Cash distributions are made 60 days after the last day of each fiscal quarter. The amount of future distributions to Partners will ultimately be dependent upon the performance of 1800 Sherman as well as the General Partner's determination of the amount of cash necessary to supplement working capital reserves. Accordingly, there can be no assurance as to the amounts of future cash for distributions to Partners. Based upon the current estimated value of its assets, net of its outstanding liabilities, together with its expected operating results and capital expenditure requirements, the General Partner believes that the Partnership's cumulative distributions to its Limited Partners from inception through the termination of the Partnership will be less than such Limited Partners' Original Capital Contribution. 6 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K: - ----------------------------------------- (a) Exhibits: None (b) Reports on Form 8-K: There were no reports filed on Form 8-K during the quarter ended September 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: November 13, 1996 By: /s/ DOUGLAS CROCKER II ----------------- ----------------------- DOUGLAS CROCKER II President and Chief Executive Officer Date: November 13, 1996 By: /s/ NORMAN M. FIELD ----------------- ----------------------- NORMAN M. FIELD Vice President - Finance and Treasurer