10-Q 1 c80979e10vq.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 September 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 (A LIMITED PARTNERSHIP) CONSOLIDATED BALANCE SHEET

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 NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (UNAUDITED)

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

See accompanying notes to consolidated financial statements FIRST WILKOW VENTURE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 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 - Recent Accounting Pronouncements In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN No. 46"), "Consolidation of Variable Interest Entities". The objective of this interpretation is to provide guidance on how to identify a variable interest entity ("VIE") and determine whether the assets, liabilities, non-controlling interests, and results of operations of a VIE need to be included in a company's consolidated financial statements. A company that holds variable interests in an entity will need to consolidate the entity if the company's interest in the VIE is such that the company will absorb a majority of the VIE's expected losses and/or receive a majority of the entity's expected residual returns, if they occur. FIN No. 46 also requires additional disclosures by primary beneficiaries and other significant variable interest holders. In connection with any of the Registrant's unconsolidated real estate investments that may qualify as a VIE, provisions of this interpretation are effective at the end of the Registrant's fiscal year beginning January 1, 2004. The Registrant is currently assessing its unconsolidated real estate investments to determine the impact of any potential consolidation requirements in applying FIN No. 46. 3 - Supplemental Schedule of Noncash Investing and Financing Activities Proceeds from the sale of real estate to retire debt were $385,367 for the nine months ended September 30, 2003. 4 - Subsequent Events On October 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 September 30, 2003. On October 10, 2003, M & J Retail Limited Partnership received a distribution related to the sale of Bayfair Mall Shopping Center in the amount of $1,171,545. FIRST WILKOW VENTURE FORM 10-Q MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SEPTEMBER 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 an 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. 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 $212,395 after satisfaction of the outstanding mortgage obligation. The transaction netted a gain on sale of $94,003. On July 10, 2003, the Registrant made a distribution to its partners in the amount of $188,007.60, or $1.10 per unit. On September 29, 2003, Bayfair Mall Shopping Center was sold for $37,000,000. M & J Retail Limited Partnership received a distribution related to the sale in October 2003. 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 September 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: Marc R. Wilkow ------------------------------------ Marc R. Wilkow, General Partner and President of M&J Wilkow, Ltd., its Managing Agent DATED: October 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 October 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.

FIRST WILKOW VENTURE 10-Q