Back to GetFilings.com
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, 2002
[ ] 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
SEPTEMBER 30, 2002
1 - Financial Statements
The consolidated 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, 2001, 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 October 10, 2002, the Registrant made a distribution to its partners in
the amount of $188,007.00, or $1.10 per unit, based on 170,916 units
outstanding at September 30, 2002.
FIRST WILKOW VENTURE
FORM 10-Q
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
SEPTEMBER 30, 2002
Overview
Reference is made to the Registrant's annual report for the year ended
December 31, 2001, for a discussion of the Registrant's business.
On January 10, 2002, the Registrant made a distribution to its partners in
the amount of $170,916.00, or $1.00 per unit.
On April 10, 2002, M&J/Retail Limited Partnership received a liquidating
distribution from Northlake Tower Limited Partnership in the amount of $645,986,
resulting in a loss on disposition of investment in partnership of $104,014.
On April 10, 2002, the Registrant made a distribution to its partners in the
amount of $529,840.00, or $3.10 per unit.
On July 10, 2002, the Registrant made a distribution to its partners in the
amount of $188,007.00, or $1.10 per unit.
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
CONSOLIDATED BALANCE SHEET
September 30,
2002 December 31,
(Unaudited) 2001
------------ -----------
ASSETS
------
REAL ESTATE AND INVESTMENTS IN REAL ESTATE PARTNERSHIPS
Real Estate:
Land $ 4,100,376 $ 4,100,376
Buildings and Improvements 31,287,426 31,014,435
Fixtures and Equipment 41,670 41,670
----------- -----------
Total 35,429,472 35,156,481
Less-Accumulated Depreciation 12,941,736 12,169,085
----------- -----------
Net Real Estate 22,487,736 22,987,396
Investments in Real Estate Partnerships 7,120,807 8,070,780
----------- -----------
Total 29,608,543 31,058,176
----------- -----------
LOANS RECEIVABLE 905,687 905,687
----------- -----------
OTHER ASSETS
Cash and Cash Equivalents 5,795,666 5,990,392
Short-term cash investments - Restricted 250,000 250,000
Receivable 831,152 863,205
Prepaid Expenses 0 6,306
Deposits 1,441,163 1,319,236
Deferred Charges 962,194 967,505
----------- -----------
Total 9,280,175 9,396,644
----------- -----------
TOTAL ASSETS $39,794,405 $41,360,507
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
MORTGAGES PAYABLE $20,925,694 $21,097,597
----------- -----------
OTHER LIABILITIES
Accounts Payable and Accrued Expenses 161,849 126,811
Accrued Property Taxes 1,585,283 1,290,215
Deferred State Income Taxes 176,000 176,000
Security Deposits and Prepaid Rent 562,815 848,348
----------- -----------
Total 2,485,947 2,441,374
----------- -----------
MINORITY INTEREST 2,394,754 3,388,816
----------- -----------
PARTNERS' CAPITAL (170,916 units authorized and issued) 13,988,010 14,432,720
----------- -----------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $39,794,405 $41,360,507
=========== ===========
Note: Balance Sheet at 12/31/01 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, 2002 AND 2001
(UNAUDITED)
Three Months Nine Months
Ended September 30, Ended September 30,
-------------------------- -------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
REVENUES
Rental Income $ 1,961,224 $ 2,367,614 $ 6,120,456 $ 7,318,645
Interest Income 43,322 55,743 129,665 238,839
Gain (Loss) on disposal of real estate and other revenue 5,988 1,168,695 16,354 1,209,115
----------- ----------- ----------- -----------
2,010,534 3,592,052 6,266,475 8,766,599
----------- ----------- ----------- -----------
PARTNERSHIP INVESTMENTS' INCOME
Share of Net Income 265,819 99,327 444,336 387,520
----------- ----------- ----------- -----------
EXPENSES
Operating Expenses 998,277 1,413,995 3,008,230 3,523,281
Real Estate Taxes 351,506 338,157 977,830 1,171,428
Depreciation and Amortization 314,735 539,160 942,976 1,354,742
Interest Expense 413,794 499,645 1,240,090 1,630,236
General and Administrative 47,175 57,691 97,828 129,328
----------- ----------- ----------- -----------
2,125,487 2,848,648 6,266,954 7,809,015
----------- ----------- ----------- -----------
INCOME (LOSS) BEFORE MINORITY INTEREST 150,866 842,731 443,857 1,345,104
MINORITY INTEREST IN
SUBSIDIARIES' NET INCOME (LOSS) (4,159) (382,749) 196 (465,087)
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ 146,707 $ 459,982 444,053 $ 880,017
=========== =========== =========== ===========
UNITS USED TO COMPUTE PER UNIT AMOUNTS 170,916 170,916 170,916 170,916
NET INCOME (LOSS) PER UNIT $ 0.86 $ 2.69 $ 2.60 $ 5.15
=========== =========== =========== ===========
DISTRIBUTION PER UNIT $ 1.10 $ 1.00 $ 5.20 $ 5.75
=========== =========== =========== ===========
See accompanying notes to consolidated financial statements
FIRST WILKOW VENTURE
CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)
Nine Months Ended September 30,
------------------------------
2002 2001
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 444,053 $ 880,017
Noncash Items Included in Net Income:
Depreciation and Amortization 942,976 1,354,742
Net gain on disposal of land, building and improvements 0 (813,934)
Increase (Decrease) in Net Payable and Accrued Expense (38,995) 121,777
Share of Partnership's Net Income (444,336) (387,520)
----------- -----------
Net Cash Provided by Operating Activities 903,698 1,155,082
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Partnership Investment Draws 1,397,403 566,433
Cash Proceeds from the sale of Real Estate 0 1,882,120
Investment in Land and Buildings (272,991) (898,973)
Investment in Fixtures and Equipment 0 (43)
Investment in Partnerships (3,094) (951,000)
Decrease in Minority Interest (994,062) (864,201)
Investment in Deferred Charges (165,014) (253,140)
----------- -----------
Net Cash Used by Investing Activities (37,758) (518,804)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in Mortgage and Notes Payable 0 152,209
Cash Distribution to Partners (888,763) (982,767)
Mortgage Principal Payments (171,903) (205,414)
----------- -----------
Net Cash Used by Financing Activities (1,060,666) (1,035,972)
----------- -----------
NET DECREASE IN CASH AND EQUIVALENTS (194,726) (399,694)
CASH AND EQUIVALENTS - BEGINNING OF PERIOD 5,990,392 6,193,003
----------- -----------
CASH AND EQUIVALENTS - END OF PERIOD $ 5,795,666 $ 5,793,309
=========== ===========
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 September 30, 2002 and 2001.
EXHIBITS
Exhibit 99.1 Statement of Chief Executive Officer Pursuant to
Section 1350
Exhibit 99.2 Statement of Chief Financial Officer Pursuant to
Section 1350
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: /s/ Marc R. Wilkow
---------------------------------------
Marc R. Wilkow, General Partner and
President of M&J Wilkow, Ltd., its
Managing Agent
DATED: November 10, 2002
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 November 10, 2002.
By: /s/ Clifton J. Wilkow
---------------------------------------
Clifton J. Wilkow, General Partner and
Executive Vice President of
M&J Wilkow, Ltd.
By: /s/ Thomas Harrigan
---------------------------------------
Thomas Harrigan, Senior Vice President of
M&J Wilkow, Ltd.
I, Marc Wilkow, certify that:
1. I have reviewed this quarterly report on Form 10-Q of First Wilkow Venture;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
/s/ MARC WILKOW
- --------------------------------
Marc Wilkow
Chief Executive Officer
I, Thomas Harrigan, certify that:
1. I have reviewed this quarterly report on Form 10-Q of First Wilkow Venture;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
/s/ THOMAS HARRIGAN
- ---------------------------
Thomas Harrigan
Chief Financial Officer