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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, 2005
[ ] 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
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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
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
March 31,
2005 December 31,
(Unaudited) 2004
----------- -----------
ASSETS
REAL ESTATE AND INVESTMENTS IN REAL ESTATE PARTNERSHIPS
Real Estate:
Land $ 4,030,069 $ 4,030,069
Buildings and Improvements 33,397,828 33,052,041
Fixtures and Equipment 23,511 23,511
----------- -----------
Total 37,451,408 37,105,621
Less-Accumulated Depreciation 14,615,819 14,360,780
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Net Real Estate 22,835,589 22,744,841
Investments in Real Estate Partnerships 5,014,652 5,060,888
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Total 27,850,241 27,805,729
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LOANS RECEIVABLE 86,963 86,963
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OTHER ASSETS
Cash and Cash Equivalents 7,825,175 9,863,712
Certificates of Deposit - Restricted 250,000 250,000
Receivables and Prepaid Expenses 1,115,079 1,193,922
Deposits 699,374 893,892
Deferred Charges 1,303,648 1,345,651
----------- -----------
Total 11,193,276 13,547,177
----------- -----------
TOTAL ASSETS $39,130,480 $41,439,869
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
MORTGAGES PAYABLE $19,595,257 $19,638,439
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OTHER LIABILITIES
Accounts Payable and Accrued Expenses 216,249 95,758
Accrued Property Taxes 1,038,194 1,297,188
Deferred State Income Taxes 170,000 170,000
Security Deposits and Prepaid Rent 605,010 856,963
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Total 2,029,453 2,419,909
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MINORITY INTEREST 2,104,293 3,137,378
----------- -----------
PARTNERS' CAPITAL (170,916 units authorized and issued) 15,401,477 16,244,143
----------- -----------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $39,130,480 $41,439,869
=========== ===========
Note: Balance Sheet at 12/31/04 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, 2005 AND 2004
(UNAUDITED)
Three Months Ended March 31,
-----------------------------
2005 2004
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REVENUES
Rental Income $ 1,946,744 $ 2,332,733
Interest Income 47,815 19,633
Gain on disposal of real estate and other revenue 5,864 100,727
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2,000,423 2,453,093
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PARTNERSHIP INVESTMENTS' INCOME
Share of Net Income 60,643 329,033
----------- -----------
EXPENSES
Operating Expenses 877,229 982,528
Real Estate Taxes 308,052 328,924
Depreciation and Amortization 320,922 340,845
Interest Expense 322,295 402,927
General and Administrative 11,482 14,150
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1,839,980 2,069,374
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INCOME BEFORE MINORITY INTEREST 221,086 712,752
MINORITY INTEREST IN
SUBSIDIARIES' NET INCOME (21,161) (116,714)
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NET INCOME $ 199,925 $ 596,038
=========== ===========
UNITS USED TO COMPUTE PER UNIT AMOUNTS 170,916 170,916
NET INCOME PER UNIT $ 1.17 $ 3.49
=========== ===========
DISTRIBUTION PER UNIT $ 6.10 $ 1.10
=========== ===========
See accompanying notes to consolidated financial statements
FIRST WILKOW VENTURE
CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
Three Months Ended March 31,
-----------------------------
2005 2004
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CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 199,925 $ 596,038
Noncash Items Included in Net Income:
Depreciation and Amortization 320,922 340,845
Income allocated to minority interests 21,161 116,714
Share of Partnership Investments' Net Income (60,643) (329,033)
Decrease (Increase) in operating assets:
Receivables and Prepaid Expenses 78,843 (34,520)
Deposits 194,518 209,210
(Decrease) Increase in operating liabilities:
Accounts Payable and Accrued Expenses 120,491 (129,658)
Accrued Property Taxes (258,994) (242,846)
Security Deposits and Prepaid Rent (251,953) 50,952
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Net Cash Provided by Operating Activities 364,270 577,702
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Partnership Investment Draws 106,879 714,815
Investment in Land and Buildings (345,787) (663,610)
Decrease in Minority Interest (1,054,246) (43,390)
Investment in Deferred Charges (23,880) (49,593)
----------- -----------
Net Cash Provided by Investing Activities (1,317,034) (41,778)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash Distribution to Partners (1,042,591) (188,010)
Proceeds from Mortgage Financing 0 55,176
Mortgage Principal Payments (43,182) (60,057)
----------- -----------
Net Cash Used by Financing Activities (1,085,773) (192,891)
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,038,537) 343,033
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 9,863,712 6,602,360
----------- -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 7,825,175 $ 6,945,393
=========== ===========
See accompanying notes to consolidated financial statements
FIRST WILKOW VENTURE
FORM 10-Q
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
MARCH 31, 2005
Overview
Reference is made to the Registrant's annual report for the year ended
December 31, 2004, for a discussion of the Registrant's business.
On January 6, 2005, the Registrant made a distribution to its partners in
the amount of $1,042,588, or $6.10 per unit.
FIRST WILKOW VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
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.
In December 2003, the FASB issued Interpretation No. 46R (FIN 46R),
"Consolidation of Variable Interest Entities," which replaces FIN 46,
"Consolidation of Variable Interest Entities," which was issued in January
2003. 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. 46R 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 BEGINNING of the Registrant's fiscal year beginning
January 1, 2005. The Registrant has determined that it is not the "primary
beneficiary", as defined by FIN No. 46R with respect to any of its
unconsolidated real estate investments.
Reference is made to the Registrant's annual report for the year ended
December 31, 2004, 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, 2005, the Registrant made a distribution to its partners in
the amount of $1,068,225, or $6.25 per unit, based on 170,916 units
outstanding as of March 31, 2005.
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, 2005 and 2004.
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: May 13, 2005
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 13, 2005.
By: Clifton J. Wilkow
------------------------------------
Clifton J. Wilkow, General Partner and
Executive Vice President of
M&J Wilkow, Ltd.
By: Peter Boelke
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Peter Boelke, Vice President of
M&J Wilkow, Ltd.