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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 March 31, 2003
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 0-7798
FIRST WILKOW VENTURE, A LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
Illinois 36-6169280
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(State of Organization) (IRS Employer Identification No.)
180 North Michigan Avenue, Chicago, Illinois 60601
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(Address of Principal Executive Offices)
Registrant's Telephone Number, including area code: (312) 726-9622
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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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FIRST WILKOW VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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 April 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 March 31, 2003.
FIRST WILKOW VENTURE
FORM 10-Q
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
MARCH 31, 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 $188,007.60, or $1.10 per unit.
In March of 2003, the Registrant received a payment of $123,637.88 on
the indebtedness from M&J/Dover Limited Partnership.
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
CONSOLIDATED BALANCE SHEET
March 31,
2003 December 31,
(Unaudited) 2002
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ASSETS
REAL ESTATE AND INVESTMENTS IN REAL ESTATE PARTNERSHIPS
Real Estate:
Land $ 4,100,376 $ 4,100,376
Buildings and Improvements 31,648,209 31,458,038
Fixtures and Equipment 41,670 41,670
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Total 35,790,255 35,600,084
Less-Accumulated Depreciation 13,335,199 13,070,307
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Net Real Estate 22,455,056 22,529,777
Investments in Real Estate Partnerships 7,098,776 7,181,237
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Total 29,553,832 29,711,014
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LOANS RECEIVABLE 818,087 941,725
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OTHER ASSETS
Cash and Cash Equivalents 4,680,074 4,562,781
Certificates of Deposit - Restricted 250,000 250,000
Receivable 1,213,395 1,238,092
Deposits 702,070 832,105
Deferred Charges 1,197,722 1,155,828
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Total 8,043,261 8,038,806
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TOTAL ASSETS $38,415,180 $38,691,545
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
MORTGAGES PAYABLE $20,901,242 $20,870,507
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OTHER LIABILITIES
Accounts Payable and Accrued Expenses 315,894 191,688
Accrued Property Taxes 1,050,187 1,329,662
Deferred State Income Taxes 170,000 170,000
Security Deposits and Prepaid Rent 547,169 584,447
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Total 2,083,250 2,275,797
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MINORITY INTEREST 2,578,397 2,578,193
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PARTNERS' CAPITAL (170,916 units authorized and issued) 12,852,291 12,967,048
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TOTAL LIABILITIES AND PARTNERS' CAPITAL $38,415,180 $38,691,545
=========== ===========
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 MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
Three Months
Ended March 31,
-------------------------------
2003 2002
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REVENUES
Rental Income $ 2,005,892 $ 2,166,037
Interest Income 30,392 46,799
Gain on Disposal of Real Estate and Other Revenue 9,406 6,605
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2,045,690 2,219,441
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PARTNERSHIP INVESTMENTS' INCOME
Share of Net Income 103,190 127,843
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EXPENSES
Operating Expenses 1,019,922 947,680
Real Estate Taxes 241,177 298,120
Depreciation and Amortization 327,675 314,039
Interest Expense 411,696 409,684
General and Administrative 31,564 27,465
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2,032,034 1,996,988
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INCOME BEFORE MINORITY
INTEREST 116,846 350,296
MINORITY INTEREST IN
SUBSIDIARIES' NET INCOME (43,595) (42,663)
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NET INCOME $ 73,251 $ 307,633
=========== ===========
UNITS USED TO COMPUTE PER UNIT AMOUNTS 170,916 170,916
NET INCOME PER UNIT $ 0.43 $ 1.80
=========== ===========
DISTRIBUTION PER UNIT $ 1.10 $ 1.00
=========== ===========
See accompanying notes to consolidated financial statements
FIRST WILKOW VENTURE
CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
Three Months Ended March 31,
-------------------------------
2003 2002
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CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 73,251 $ 307,633
Noncash Items Included in Net Income:
Depreciation and Amortization 327,675 314,039
Decrease In Accounts Payable and Accrued Expenses (37,817) (111,245)
Share of Partnership's Net Income (103,190) (127,843)
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Net Cash Provided by Operating Activities 259,919 382,584
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CASH FLOWS FROM INVESTING ACTIVITIES
Partnership Investment Draws 185,652 187,454
Collection of Loan Receivable 123,638 0
Investment in Land and Buildings (190,171) (76,962)
Increase (Decrease) in Minority Interest 204 (19,324)
Investment in Deferred Charges (104,677) (18,170)
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Net Cash Provided by Investing Activities 14,646 72,998
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CASH FLOWS FROM FINANCING ACTIVITIES
Cash Distribution to Partners (188,008) (170,916)
Proceeds from Mortgage Financing 74,034 0
Mortgage Principal Payments (43,298) (60,494)
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Net Cash Used by Financing Activities (157,272) (231,410)
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NET INCREASE IN CASH AND CASH EQUIVALENTS 117,293 224,172
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 4,562,781 5,990,392
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CASH AND CASH EQUIVALENTS - END OF PERIOD $ 4,680,074 $ 6,214,564
=========== ===========
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 March 31, 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
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Marc R. Wilkow, General Partner and
President of M&J Wilkow, Ltd., its
Managing Agent
DATED: May 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 May 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.
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Marc R. 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.
Marc R. Wilkow
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Marc R. Wilkow
Chief Executive Officer
DATED: May 9, 2003
CERTIFICATION OF CHIEF FINANCIAL 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.
Thomas Harrigan
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Thomas Harrigan
Chief Financial Officer
DATED: May 9, 2003