UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended March 31, 1998
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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 1000, Chicago, Illinois 60606-2607
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(Address of principal executive offices) (Zip Code)
(312) 207-0020
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(Registrant's telephone number, including area code)
Not applicable
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(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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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 I of this report.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS
(All dollars rounded to nearest 00s)
March 31,
1998 December 31,
(Unaudited) 1997
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ASSETS
Investment in commercial rental property:
Land $1,319,000 $1,319,000
Building and improvements 5,935,500 5,935,500
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7,254,500 7,254,500
Accumulated depreciation and amortization (1,554,900) (1,490,400)
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Total investment property, net of accumulated
depreciation and amortization 5,699,600 5,764,100
Cash and cash equivalents 1,965,400 2,145,900
Investments in debt securities 490,000 496,300
Rents receivable 11,600 700
Due from Affiliates, net 1,100
Other assets 9,600 48,200
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$8,177,300 $8,455,200
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accrued real estate taxes $ 412,200 $ 530,600
Distributions payable 129,100 129,000
Accounts payable and accrued expenses 61,200 137,400
Due to Affiliates 400
Security deposits 39,700 39,700
Other liabilities 45,100
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642,200 882,200
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Partners' capital:
General Partner 146,500 150,300
Limited Partners (145,182 Units issued and
outstanding) 7,388,600 7,422,700
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7,535,100 7,573,000
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$8,177,300 $8,455,200
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STATEMENTS OF PARTNERS' CAPITAL
For the quarter ended March 31, 1998 (Unaudited)
and the year ended December 31, 1997
(All dollars rounded to nearest 00s)
General Limited
Partner Partners Total
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Partners' capital, January 1, 1997 $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)
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Partners' capital, December 31, 1997 150,300 7,422,700 7,573,000
Net income for the quarter ended March 31,
1998 9,100 82,100 91,200
Distributions for the quarter ended March
31, 1998 (12,900) (116,200) (129,100)
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Partners' capital, March 31, 1998 $146,500 $7,388,600 $7,535,100
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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 March 31, 1998 and 1997
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
1998 1997
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Income:
Rental $384,800 $383,800
Interest 29,000 30,900
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413,800 414,700
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Expenses:
Depreciation and amortization 64,500 63,900
Property operating:
Affiliates 21,900 25,100
Nonaffiliates 34,800 38,200
Real estate taxes 136,600 132,700
Insurance--Affiliate 2,300 3,000
Repairs and maintenance 42,300 38,400
General and administrative:
Affiliates 3,400 2,900
Nonaffiliates 16,800 15,600
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322,600 319,800
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Net income $ 91,200 $ 94,900
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Net income allocated to General Partner $ 9,100 $ 9,500
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Net income allocated to Limited Partners $ 82,100 $ 85,400
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Net income allocated to Limited Partners per Unit (145,182
Units outstanding) $ 0.57 $ 0.59
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STATEMENTS OF CASH FLOWS
For the quarters ended March 31, 1998 and 1997
(Unaudited)
(All dollars rounded to nearest 00s)
1998 1997
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Cash flows from operating activities:
Net income $ 91,200 $ 94,900
Adjustments to reconcile net income to net cash (used
for) provided by operating activities:
Depreciation and amortization 64,500 63,900
Changes in assets and liabilities:
(Increase) decrease in rents receivable (10,900) 1,600
Decrease in other assets 38,600 400
(Decrease) in accrued real estate taxes (118,400) (117,400)
(Decrease) in accounts payable and accrued expenses (76,200) (21,900)
(Decrease) in other liabilities (45,100) (18,200)
(Decrease) increase in due to Affiliates (1,500) 2,500
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Net cash (used for) provided by operating activities (57,800) 5,800
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Cash flows from investing activities:
Decrease in investments in debt securities, net 6,300 496,300
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Net cash provided by investing activities 6,300 496,300
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Cash flows from financing activities:
Distributions paid to Partners (129,000) (129,000)
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Net cash (used for) financing activities (129,000) (129,000)
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Net (decrease) increase in cash and cash equivalents (180,500) 373,100
Cash and cash equivalents at the beginning of the period 2,145,900 1,986,300
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Cash and cash equivalents at the end of the period $1,965,400 $2,359,400
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The accompanying notes are an integral part of the financial statements.
3
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
March 31, 1998
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"). 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 information included in these financial statements is unaudited;
however, in management's opinion, all adjustments (consisting of only normal,
recurring accruals) necessary for a fair presentation of the results of
operations for the periods included have been made. Results of operations for
the three months ended March 31, 1998, are not necessarily indicative of the
operating results for the year ending December 31, 1998.
The financial statements include the Partnership's 50% interest in a joint
venture with an Affiliated partnership. This joint venture was formed for the
purpose of acquiring a 100% interest in 1800 Sherman Office Building and is
operated under the common control of the General Partner and an Affiliate of
the General Partner. Accordingly, the Partnership's pro rata share of the
venture's revenues, expenses, assets, liabilities and Partners' capital is
included in the financial statements.
Commercial rental property is recorded at cost, net of any provisions for value
impairment, and depreciated (exclusive of amounts allocated to land) on the
straight-line method over its estimated useful life. Lease acquisition fees are
recorded at cost and amortized on the straight-line method over the life of
each respective lease. Repair and maintenance costs are expensed as incurred;
expenditures for improvements are capitalized and depreciated on the straight-
line method over the estimated life of such improvements.
The Partnership evaluates its rental property 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. Management was
not aware of any indicator that would result in a significant impairment loss
during the periods reported.
Cash equivalents are considered all highly liquid investments with a maturity
of three months or less when purchased.
Investments in debt securities are comprised of obligations of the United
States government and are classified as held-to-maturity. These investments are
carried at their amortized cost basis in the financial statements which
approximated fair value. All of these securities had maturities of less than
one year when purchased.
Certain reclassifications have been made to the previously reported 1997
statements in order to provide comparability with the 1998 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, 1997, 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), Cash Flow (as defined in the Partnership Agreement), if
any, is distributed 90% to the Limited Partners and 10% to the General Partner.
For the three months ended March 31, 1998 and 1997, the General Partner was
paid Cash Flow (as defined in the Partnership Agreement) of $12,900.
In accordance with the Partnership Agreement, Losses (exclusive of Losses from
a Major Capital Event) are allocated 1% to the General Partner and 99% to the
Limited Partners as a group. Losses from a Major Capital Event, including any
provisions for value impairment, are allocated prior to giving effect to any
distribution of Sale or Refinancing Proceeds from such Major Capital Event:
first, to the General Partner and Limited Partners with positive balances in
their Capital Accounts, in proportion to and to the extent of such positive
balances; and second, the balance, if any, 1% to the General Partner and 99% to
the Limited Partners as a group. Profits (exclusive of Profits from a Major
Capital Event) are allocated: first, in accordance with the ratio in which Cash
Flow (as defined in the Partnership Agreement) was distributable among the
Partners for such fiscal year, to the extent of such Cash Flow (as defined in
the Partnership Agreement), provided, however, that if the Partnership makes no
distributions of Cash Flow (as defined in the Partnership Agreement) for such
fiscal year, then such Profits are allocated 1% to the General Partner and 99%
to the Limited Partners as a group; and second, the balance, if any, 1% to the
General Partner and 99% to the Limited Partners as a group. Profits from a
Major Capital Event are allocated prior to giving effect to any distribution of
Sale or Refinancing Proceeds from such Major Capital Event: first, to the
General Partner and Limited Partners with negative balances in their Capital
Accounts, in proportion to and to the extent of such negative balances; second,
in proportion to and to the extent of the amounts, if any, necessary to make
the positive balance in the Capital Account of each Limited Partner equal to
the Capital Investment of such Limited Partner; third, in proportion to and to
the extent of the amounts, if any, necessary to make the positive balance in
the Capital Account of each Limited
4
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 three months ended March 31, 1998 and
1997, the General Partner was allocated Profits of $9,100 and $9,500,
respectively.
Fees and reimbursements paid and (receivable)/payable by the Partnership
(from)/to Affiliates during the quarter ended March 31, 1998 were as follows:
(Receivable)
Paid Payable
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Property management and leasing fees $ 22,900 $(4,900)
Reimbursement of property insurance premiums, at cost 2,300 None
Legal 200 None
Reimbursement of expenses, at cost:
--Accounting None 3,000
--Investor communication None 800
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$ 25,400 $(1,100)
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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
by 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.
5
ITEM 2.
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, 1997 for a discussion of the Partnership's business.
Statements contained in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, which are not historical facts, may be
forward-looking statements. Such statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially from those
projected. Readers are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date hereof.
OPERATIONS
The table below is a recap of the Partnership's share of certain operating
results of its remaining property, 1800 Sherman Office Building ("1800
Sherman"), for the quarters ended March 31, 1998 and 1997. 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 Ended
3/31/98 3/31/97
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Rental revenues $384,800 $383,800
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Property net income $ 82,500 $ 82,700
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Average occupancy 100% 96%
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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.
Net income decreased by $3,700 for the three months ended March 31, 1998 when
compared to the three months ended March 31, 1997. The decrease was primarily
the result of an increase in general and administrative expenses which was due
to an increase in printing and mailing costs along with a decrease in interest
earned on the Partnership's short-term investments.
Rental revenues increased by $1,000 or 0.3% for the three months ended March
31, 1998 when compared to the three months ended March 31, 1997. The increase
in base rental revenues, which is attributable to an increase in the average
occupancy at 1800 Sherman, was almost entirely offset by a decrease in tenant
expense reimbursements, which was due to an adjustment in the estimated amounts
due from tenants.
Real estate tax expense increased by $3,900 for the three-month periods under
comparison. The increase was primarily due to a higher estimated tax liability
for the 1998 tax year.
Repairs and maintenance expenses increased by $3,900 for the three months ended
March 31, 1998 when compared to the three months ended March 31, 1997. The
increase was primarily due to an increase in cleaning costs.
Property operating expenses decreased by $6,600 for the three months ended
March 31, 1998 when compared to the three months ended March 31, 1997. The
decrease was primarily due to a decrease in utility 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 and networking with local
brokers; 4) cold-calling other businesses and tenants in the market area; and
5) providing rental concessions or competitively pricing rental rates depending
on market conditions.
LIQUIDITY AND CAPITAL RESOURCES
One of the Partnership's objectives is to dispose of its property when market
conditions allow for the achievement of the maximum possible sales price. In
the interim, the Partnership continues to manage and maintain its remaining
property. Notwithstanding the Partnership's intention relative to the sale of
its property, another primary objective of the Partnership is to provide cash
distributions to Partners from Partnership operations. To the extent cash
distributions to Partners exceed net income, such excess distributions will be
treated as a return of capital. Cash Flow (as defined in the Partnership
Agreement) is generally not equal to net income or cash flows as determined by
generally accepted accounting principles ("GAAP"), since certain items are
treated differently under the Partnership Agreement than under GAAP. Management
believes that to facilitate a clear understanding of the Partnership's
operations, an analysis of Cash Flow (as defined in the Partnership Agreement)
should be examined in conjunction with an analysis of net income or cash flows
as determined by GAAP. The following table includes a reconciliation of Cash
Flow (as defined in the Partnership Agreement) to cash flows provided by
operating activities as determined by GAAP. Such amounts are not indicative of
actual distributions to Partners and should not be considered as an alternative
to the results disclosed in the Statements of Income and Expenses and Cash
Flow.
Comparative
Cash Flow Results
For the Quarters
Ended
3/31/98 3/31/97
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Cash Flow (as defined in the Partnership Agreement) $ 155,700 $ 158,800
Items of reconciliation:
Decrease in current assets 27,700 2,000
(Decrease) in current liabilities (241,200) (155,000)
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Net cash (used for) provided by operating activites $ (57,800) $ 5,800
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Net cash provided by investing activities $ 6,300 $ 496,300
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Net cash (used for) financing activities $(129,000) $(129,000)
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The decrease in Cash Flow (as defined in the Partnership Agreement) of $3,100
for the three months ended March 31, 1998 when compared to the three months
ended March 31, 1997 was primarily due to the decrease in net income, exclusive
of depreciation and amortization, as previously discussed.
The decrease in the Partnership's cash position of $180,500 for the three
months ended March 31, 1998 was primarily the result of cash being used for
distributions to Partners, the payment of the Partnership's share of real
estate taxes at 1800 Sherman and the reduction certain of the Partnership's
trade payables and other liabilities.
6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Net cash provided by (used for) operating activities changed from $5,800 for
the three months ended March 31, 1997 to $(57,800) for the three months ended
March 31, 1998. The change was primarily due to the timing of the payment of
certain of the Partnership's expenses.
Net cash provided by investing activities decreased by $490,000 for the three
months ended March 31, 1998 when compared to the three months ended March 31,
1997 as a result of a reduction in the amount of maturities of investments in
debt securities. During the quarter ended March 31, 1998, the Partnership made
no expenditures for building and tenant improvements and leasing costs and has
budgeted to spend approximately $250,000 during the remainder of 1998 for such
items. Approximately one-half of the amount budgeted to be spent in 1998
relates to a midlease improvement allowance for one of 1800 Sherman's largest
tenants. The General Partner believes these improvements and leasing costs are
necessary in order to maintain occupancy in a very competitive market and to
maximize rental rates charged to new and renewing tenants.
Net cash used for financing activities did not change for the three-month
periods under comparison.
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 in its determination of adequate levels of cash reserves
due to capital and tenant improvements and leasing costs necessary to be made
to the Partnership's property until its disposition. 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 $26,600 for the three months ended March 31, 1998.
Distributions to Limited Partners for the quarter ended March 31, 1998 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.
7
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
March 31, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST CAPITAL GROWTH FUND - XIV,
A REAL ESTATE LIMITED PARTNERSHIP
By: FIRST CAPITAL FUND XIV, INC.
GENERAL PARTNER
Date: May 15, 1998 By: /s/ DOUGLAS CROCKER II
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DOUGLAS CROCKER II
President and Chief Executive Officer
Date: May 15, 1998 By: /s/ NORMAN M. FIELD
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NORMAN M. FIELD
Vice President - Finance and Treasurer