10-Q 1 c78845e10vq.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X Quarterly Report Pursuant to Section 13 or 15(d) of the ------ Securities Exchange Act of 1934 For the quarterly period ended June 30, 2003 Transition Report Pursuant to Section 13 or 15(d) of the ------ Securities Exchange Act of 1934 For the transition period from to . -------- -------- Commission File Number 0-7798 FIRST WILKOW VENTURE, A LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Its Charter) Illinois 36-6169280 ----------------------- --------------------------------- (State of Organization) (IRS Employer Identification No.) 180 North Michigan Avenue, Chicago, Illinois 60601 --------------------------------------------------- (Address of Principal Executive Offices) Registrant's Telephone Number, including area code: (312) 726-9622 -------------- 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 ------ ----- FIRST WILKOW VENTURE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2003 1 - Financial Statements The financial statements have been prepared in accordance with U.S. generally accepted accounting principles. Under this method of accounting, revenues are recorded when earned and expenses are recorded when incurred. No provision for federal income taxes has been made since First Wilkow Venture (the "Registrant") is a partnership and the partners report their pro rata share of income or loss individually. Reference is made to the Registrant's annual report for the year ended December 31, 2002, for a description of other accounting principles and additional details for the Registrant's financial condition, results of operations, changes in partners' capital and statement of cash flows for the year then ended. The details provided in the notes thereto have not changed as a result of normal transactions in the interim. 2 - Subsequent Events On July 10, 2003, the Registrant made a distribution to its partners in the amount of $188,007.60, or $1.10 per unit, based on 170,916 units outstanding at June 30, 2003. On July 8, 2003, a property owned by M & J/Retail Limited Partnership, Evergreen Commons, was sold for $660,000, resulting in net cash proceeds of $276,997 after satisfaction of the outstanding mortgage obligation. The transaction netted a gain on sale of $120,365. FIRST WILKOW VENTURE FORM 10-Q MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS JUNE 30, 2003 Overview Reference is made to the Registrant's annual report for the year ended December 31, 2002, for a discussion of the Registrant's business. On January 10, 2003, the Registrant made a distribution to its partners in the amount of $188,008, or $1.10 per unit. In March of 2003, the Registrant received a payment of $123,638 on the indebtedness from M&J/Dover Limited Partnership. On April 10, 2003, the Registrant made a distribution to its partners in the amount of $188,008, or $1.10 per unit. On May 28, 2003, the Registrant invested $250,000 to obtain a 11.26% interest in M & J/Louisville LLC which has a 33.33% interest in NW Acquisition Company LLC which has a 90% interest in CMJ/NCT Louisville, LLC which has a 50% interest in NCT Louisville LLC which owns National City Tower, an office building located in Louisville, Kentucky. In May of 2003, the Registrant received a payment of $1,373,038, including $641,914 of accrued interest, to satisfy the indebtedness from The Villas at Monterey Limited Partnership and Tango Bay of Orlando L.C. FIRST WILKOW VENTURE (A LIMITED PARTNERSHIP) CONSOLIDATED BALANCE SHEET

~~September~~June 30, ~~2002~~2003 December 31, (Unaudited) ~~2001~~2002 ---------------- --------------- ASSETS ------ REAL ESTATE AND INVESTMENTS IN REAL ESTATE PARTNERSHIPS ------------------------------------------------------- Real Estate: Land $ 4,100,376 $ 4,100,376 Buildings and Improvements 31,~~287~~711,~~426~~390 31,~~014~~458,~~435~~038 Fixtures and Equipment 41,670 41,670 ---------------- --------------- Total 35,~~429~~853,~~472~~436 35,~~156~~600,~~481~~084 Less-Accumulated Depreciation 1213,~~941~~571,~~736~~010 1213,~~169~~070,~~085~~307 ---------------- --------------- Net Real Estate 22,~~487~~282,~~736~~426 22,~~987~~529,~~396~~777 Investments in Real Estate Partnerships 7,~~120~~163,~~807~~728 87,~~070~~181,~~780~~237 ---------------- --------------- Total 29,~~608~~446,~~543~~154 3129,~~058~~711,~~176~~014 ---------------- --------------- LOANS RECEIVABLE ~~905~~86,~~687~~963 ~~905~~941,~~687~~725 ---------------- ---------------- --------------- OTHER ASSETS ------------ Cash and Cash Equivalents 5,~~795~~948,~~666~~854 54,~~990~~562,~~392~~781 ~~Short-term~~Certificates ~~cash~~of ~~investments~~Deposit - Restricted 250,000 250,000 Receivable ~~831~~669,~~152~~611 ~~863~~1,~~205 Prepaid Expenses 0 6~~238,~~306~~092 Deposits 1,~~441~~053,~~163~~804 1832,~~319,236~~105 Deferred Charges ~~962~~1,~~194~~156,638 ~~967~~1,~~505~~155,828 ---------------- --------------- Total 9,~~280~~078,~~175~~907 98,~~396~~038,~~644~~806 ---------------- --------------- TOTAL ASSETS $3938,~~794~~612,~~405~~024 $4138,~~360~~691,~~507~~545 ------------ ================ =============== LIABILITIES AND PARTNERS' CAPITAL --------------------------------- MORTGAGES PAYABLE $20,~~925~~867,~~694~~463 $2120,~~097~~870,~~597~~507 ----------------- ---------------- --------------- OTHER LIABILITIES ----------------- Accounts Payable and Accrued Expenses ~~161~~345,~~849~~327 ~~126~~191,~~811~~688 Accrued Property Taxes 1,~~585~~323,~~283~~158 1,~~290~~329,~~215~~662 Deferred State Income Taxes ~~176~~170,000 ~~176~~170,000 Security Deposits and Prepaid Rent ~~562~~537,~~815~~653 ~~848~~584,~~348~~447 ---------------- --------------- Total 2,~~485~~376,~~947~~138 2,~~441~~275,~~374~~797 ---------------- --------------- MINORITY INTEREST 2,~~394~~569,~~754~~428 32,~~388~~578,~~816~~193 ----------------- ---------------- --------------- PARTNERS' CAPITAL (170,916 units authorized and issued) 1312,~~988~~798,~~010~~995 1412,~~432~~967,~~720~~048 ----------------- ---------------- --------------- TOTAL LIABILITIES AND PARTNERS' CAPITAL $3938,~~794~~612,~~405~~024 $4138,~~360~~691,~~507~~545 ======================================= ================ ===============

Note: Balance Sheet at 12/31/02 taken from the audited financial statements at that date. See accompanying notes to consolidated financial statements FIRST WILKOW VENTURE CONSOLIDATED STATEMENT OF OPERATIONS THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002 (UNAUDITED)

Three Months ~~Nine~~Six Months Ended ~~September~~June 30, Ended ~~September~~June 30, -------------------------- -------------------------- 2003 2002 ~~2001~~2003 2002 ~~2001~~ ----------- ----------- ----------- ----------- REVENUES -------- Rental Income $ 12,~~961~~124,~~224~~798 $ 21,~~367~~993,~~614~~195 $ 64,~~120~~130,~~456~~690 $ 74,~~318~~159,~~645~~232 Interest Income 4316,~~322~~887 5539,~~743~~544 ~~129~~47,~~665~~279 ~~238~~86,~~839~~343 Gain (Loss) on disposal of real estate and other revenue 51,~~988~~027 13,~~168,695~~761 1610,~~354~~433 110,~~209,115~~366 ----------- ----------- ----------- ----------- 2,~~010~~142,~~534~~712 32,~~592~~036,~~052~~500 64,~~266~~188,~~475~~402 84,~~766~~255,~~599~~941 ----------- ----------- ----------- ----------- PARTNERSHIP INVESTMENTS' INCOME ------------------------------- Share of Net Income ~~265~~72,~~819~~373 9950,~~327~~674 ~~444~~175,~~336~~563 ~~387~~178,~~520~~517 ----------- ----------- ----------- ----------- EXPENSES -------- Operating Expenses ~~998~~960,~~277~~178 1,~~413~~062,~~995~~273 31,~~008~~980,~~230~~100 32,~~523~~009,~~281~~953 Real Estate Taxes ~~351~~333,~~506~~238 ~~338~~328,~~157~~204 ~~977~~574,~~830~~415 1626,~~171,428~~324 Depreciation and Amortization ~~314~~303,~~735~~314 ~~539~~314,~~160~~202 ~~942~~630,~~976~~989 1628,~~354,742~~241 Interest Expense ~~413~~410,~~794~~387 ~~499~~416,~~645~~612 1822,~~240,090~~083 1826,~~630,236~~296 General and Administrative 4738,~~175~~833 5723,~~691~~188 9770,~~828~~397 ~~129~~50,~~328~~653 ----------- ----------- ----------- ----------- 2,~~125~~045,~~487~~950 2,~~848~~144,~~648~~479 64,~~266~~077,~~954~~984 74,~~809~~141,~~015~~467 ----------- ----------- ----------- ----------- INCOME (LOSS) BEFORE MINORITY INTEREST ~~150~~169,~~866~~135 ~~842~~(57,~~731~~305) ~~443~~285,~~857~~981 1292,~~345,104~~991 --------------------------------------- MINORITY INTEREST IN -------------------- SUBSIDIARIES' NET INCOME (LOSS) (434,~~159~~422) ~~(382~~47,~~749)~~018 ~~196~~ (~~465~~78,~~087~~017) 4,355 ------------------------------- ----------- ----------- ----------- ----------- NET INCOME (LOSS) $ ~~146~~134,~~707~~713 ($ ~~459~~10,~~982~~287) ~~444~~$ 207,~~053~~964 $ ~~880~~297,~~017~~346 ----------------- =========== =========== =========== =========== UNITS USED TO COMPUTE PER UNIT AMOUNTS 170,916 170,916 170,916 170,916 NET INCOME (LOSS) PER UNIT $ 0.8679 ($ 20.6906) $ 21.6022 $ 51.1574 =========== =========== =========== =========== DISTRIBUTION PER UNIT $ 1.10 $ 13.0010 $ 52.20 $ 54.7510 =========== =========== =========== ===========

See accompanying notes to consolidated financial statements FIRST WILKOW VENTURE CONSOLIDATED STATEMENT OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2003 AND 2002 (UNAUDITED)

~~Nine~~Six Months Ended ~~September~~March 3031, --------------------------~~----~~ 2003 2002 ~~2001~~ ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES ------------------------------------ Net Income $ ~~444~~207,~~053~~965 $ ~~880~~297,~~017~~346 Noncash Items Included in Net Income: Depreciation and Amortization ~~942~~630,~~976~~989 1628,~~354,742~~241 ~~Net gain on disposal of land, building and improvements 0 (813,934) Increase (~~Decrease) inIn ~~Net~~Accounts Payable and Accrued ~~Expense~~Expenses 447,120 (38136,~~995~~847) ~~121,777~~ Share of Partnership's Net Income (~~444~~175,~~336~~563) (~~387~~178,~~520~~517) ----------- ----------- Net Cash Provided by Operating Activities ~~903,698~~ 1,~~155~~110,~~082~~511 610,223 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES ------------------------------------ Partnership Investment Draws 443,072 1,~~397~~040,~~403~~610 ~~566,433~~Collection ~~Cash Proceeds from the sale~~ of ~~Real~~Loan ~~Estate~~Receivable ~~0 1~~854,~~882,120~~762 0 Investment in ~~Land~~Partnerships ~~and Buildings~~ (~~272~~250,~~991~~000) (~~898~~3,~~973~~094) Investment in ~~Fixtures~~Land and ~~Equipment~~Buildings 0 (43253,352) ~~Investment in Partnerships~~ (3159,~~094~~527) Increase (~~951,000~~Decrease) ~~Decrease~~ in Minority Interest (~~994~~8,~~062~~765) (~~864~~954,~~201~~829) Investment in Deferred Charges (~~165~~131,~~014~~096) (~~253~~19,~~140~~201) ----------- ----------- Net Cash ~~Used~~Provided by Investing Activities ~~(37~~654,~~758)~~621 (~~518~~96,~~804~~041) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES ~~Increase~~------------------------------------ ~~in Mortgage and Notes Payable 0 152,209~~ Cash Distribution to Partners (~~888~~376,~~763~~015) (~~982~~700,~~767~~756) Proceeds from Mortgage Financing 82,102 Mortgage Principal Payments (~~171~~85,~~903~~146) (~~205~~117,~~414~~819) ----------- ----------- Net Cash Used by Financing Activities (1379,~~060,666~~059) (1818,~~035,972~~575) ----------- ----------- NET ~~DECREASE~~INCREASE IN CASH AND CASH EQUIVALENTS ~~(194~~1,~~726)~~386,073 (~~399~~304,~~694~~393) CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 4,562,781 5,990,392 ~~6,193,003~~----------------------------------------------- ----------- ----------- CASH AND CASH EQUIVALENTS - END OF PERIOD $ 5,~~795~~948,~~666~~854 $ 5,~~793~~685,~~309~~999 ----------------------------------------- =========== ===========

See accompanying notes to consolidated financial statements REMARKS In the opinion of the General Partners, the financial information of this report includes all adjustments, including estimated provisions for items normally settled at year end, and is a fair statement of the results for the interim ended June 30, 2003 and 2002. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FIRST WILKOW VENTURE By: Mark R. Wilkow -------------------------------- Marc R. Wilkow, General Partner and President of M&J Wilkow, Ltd., its Managing Agent DATED: August 9, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, in the capacities indicated, on August 9, 2003. By: Clifton J. Wilkow -------------------------------- Clifton J. Wilkow, General Partner and Executive Vice President of M&J Wilkow, Ltd. By: Thomas Harrigan -------------------------------- Thomas Harrigan, Senior Vice President of M&J Wilkow, Ltd.

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