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, 1999
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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,
1999 December 31,
(Unaudited) 1998
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ASSETS
Cash and cash equivalents 2,171,100 600,900
Investments in debt securities 1,699,300
Escrow deposit 257,600 254,700
Due from Affiliates, net 5,400 4,500
Other assets 500 7,300
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$2,434,600 $2,566,700
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Distributions payable 129,000
Accounts payable and accrued expenses 29,400 36,300
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29,400 165,300
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Partners' capital:
General Partner 185,800 185,400
Limited Partners (145,182 Units issued and
outstanding) 2,219,400 2,216,000
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2,405,200 2,401,400
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$2,434,600 $2,566,700
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STATEMENTS OF PARTNERS' CAPITAL
For the quarter ended March 31, 1999 (Unaudited)
and the year ended December 31, 1998
(All dollars rounded to nearest 00s)
General Limited
Partner Partners Total
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Partners' capital, January 1, 1998 $150,300 $7,422,700 $7,573,000
Net income for the year ended December 31,
1998 86,700 2,154,000 2,240,700
Distributions for the year ended
December 31, 1998 (51,600) (7,360,700) (7,412,300)
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Partners' capital, December 31, 1998 185,400 2,216,000 2,401,400
Net income for the quarter ended March 31,
1999 400 3,400 3,800
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Partners' capital, March 31, 1999 $185,800 $2,219,400 $2,405,200
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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, 1999 and 1998
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
1999 1998
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Income:
Rental $ $384,800
Interest 27,700 29,000
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27,700 413,800
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Expenses:
Depreciation and amortization 64,500
Property operating:
Affiliates 21,900
Nonaffiliates 34,800
Real estate taxes 136,600
Insurance--Affiliate 2,300
Repairs and maintenance 42,300
General and administrative:
Affiliates 2,700 3,400
Nonaffiliates 21,200 16,800
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23,900 322,600
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Net income $ 3,800 $ 91,200
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Net income allocated to General Partner $ 400 $ 9,100
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Net income allocated to Limited Partners $ 3,400 $ 82,100
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Net income allocated to Limited Partners per Unit (145,182
Units outstanding) $ 0.02 $ 0.57
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STATEMENTS OF CASH FLOWS
For the quarters ended March 31, 1999 and 1998
(Unaudited)
(All dollars rounded to nearest 00s)
1999 1998
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Cash flows from operating activities:
Net income $ 3,800 $ 91,200
Adjustments to reconcile net income to net cash
provided by (used for) operating activities:
Depreciation and amortization 64,500
Changes in assets and liabilities:
(Increase) in rents receivable (10,900)
Decrease in other assets 6,800 38,600
(Increase) in due from Affiliates, net (900) (1,500)
(Decrease) in accrued real estate taxes (118,400)
(Decrease) in accounts payable and accrued expenses (6,900) (76,200)
(Decrease) in other liabilities (45,100)
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Net cash provided by (used for) operating activities 2,800 (57,800)
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Cash flows from investing activities:
(Increase) in escrow deposits (2,900)
Decrease in investments in debt securities 1,699,300 6,300
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Net cash provided by investing activities 1,696,400 6,300
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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 increase (decrease) in cash and cash equivalents 1,570,200 (180,500)
Cash and cash equivalents at the beginning of the period 600,900 2,145,900
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Cash and cash equivalents at the end of the period $2,171,100 $1,965,400
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The accompanying notes are an integral part of the financial statements
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NOTES TO FINANCIAL STATEMENTS
(Unaudited)
March 31, 1999
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 Partnership has disposed of its real estate properties. Upon resolution of
post closing matters related to the sale of the Partnership's final property,
including the release of the funds held in escrow, the Partnership will make a
liquidating distribution and dissolve.
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, 1999 are not necessarily indicative of the
operating results for the year ending December 31, 1999.
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 until
its August 1998 sale was 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 has one reportable segment as the Partnership is in the
disposition phase of its life cycle, wherein it is seeking to resolve post-
closing matters related to the property sold by the Partnership.
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.
Reference is made to the Partnership's annual report for the year ended
December 31, 1998, 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.
There were no declared distributions of Cash Flow (as defined in the
Partnership Agreement) for the three months ended March 31, 1999. For the three
months ended March 31, 1998 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 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
4
each such item at all times during the existence of the Partnership. For the
three months ended March 31, 1999 and 1998, the General Partner was allocated
Profits of $400 and $9,100, respectively.
Fees and reimbursements paid and (receivable)/payable by the Partnership
(from)/to Affiliates during the quarter ended March 31, 1999 were as follows:
(Receivable)
Paid Payable
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Property management and leasing fees None $(6,100)
Legal $ 300 None
Reimbursement of expenses, at cost:
--Accounting 1,900 500
--Investor communication 1,500 200
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$3,700 $(5,400)
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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, 1998 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.
The Partnership has substantially completed the disposition phase of its life
cycle, having sold its last remaining property in 1998.
OPERATIONS
Net income decreased by $87,400 for the three months ended March 31, 1999 when
compared to the three months ended March 31, 1998. The decrease was primarily
the result of the effects of the 1998 sale of the Partnership's remaining
property investment, 1800 Sherman Office Building ("1800 Sherman").
LIQUIDITY AND CAPITAL RESOURCES
The increase in the Partnership's cash position of $1,570,200 for the three
months ended March 31, 1999 was primarily the result of the maturity of the
Partnership's investment in debt securities. The increase was partially offset
by the payment of distributions to Partners.
Net cash (used for) provided by operating activities changed from $(57,800) for
the three months ended March 31, 1998 to $2,800 for the three months ended
March 31, 1999. The change was primarily due to the timing of the payment of
certain of the Partnership's expenses.
Net cash provided by investing activities increased by $1,690,100 for the three
months ended March 31, 1999 when compared to the three months ended March 31,
1998, as a result of the maturities of investments in debt securities.
Net cash used for financing activities did not change for the three-month
periods under comparison.
The Partnership has no financial instruments for which there is material market
risk.
The Year 2000 problem is the result of the inability of existing computer
programs to distinguish between a year beginning with "20" rather than "19".
This is the result of computer programs using two rather than four digits to
define an applicable year. If not corrected, any program having time-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a variety of problems including miscalculations,
loss of data and failure of entire systems. Critical areas that could be
affected are accounts receivable, accounts payable, general ledger, cash
management, investor services, computer hardware and telecommunications
systems.
The Partnership has engaged Affiliated and unaffiliated entities to perform all
of its critical functions that utilize software that may have time-sensitive
applications. All of these service providers are providing these services for
their own organizations as well as for their clients. The General Partner, on
behalf of the Partnership, has been in close communication with each of these
service providers regarding steps that they are taking to assure that there
will be no serious interruption of the operations of the Partnership resulting
from Year 2000 problems. Based on the results of these inquiries, as well as a
review of the disclosures by these service providers, the General Partner
believes that the Partnership will be able to continue normal business
operations and will incur no material costs related to Year 2000 issues.
The Partnership has not formulated a contingency plan. However, the General
Partner believes that based on the status of the Partnership's real estate
portfolio and its limited number of transactions, aside from catastrophic
failures of banks, governmental agencies, etc., it could carry out all of its
critical operations on a manual basis or easily convert to systems that are
Year 2000 compliant.
Based upon the current estimated value of its assets, net of its outstanding
liabilities, together with its expected operating results, 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.
As disclosed in the Partnership's 1998 Annual Report, the General Partner is in
the process of winding up the affairs of the Partnership. This process includes
the resolution of all post sale matters including the release of funds held in
escrow (released in May 1999). Following the February 28, 1999 distribution,
the Partnership suspended distributions to Partners. Upon resolution of the
post sale matters, the Partnership will pay a liquidating distribution to
Partners of the remaining assets in the Partnership, less amounts reserved for
existing liabilities, administrative expenses and amounts deemed necessary for
contingencies and other post closing matters.
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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,
1999.
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 13, 1999 By: /s/ DOUGLAS CROCKER II
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DOUGLAS CROCKER II
President and Chief Executive Officer
Date: May 13, 1999 By: /s/ NORMAN M. FIELD
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NORMAN M. FIELD
Vice President - Finance and Treasurer