<PAGE> 1
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, 1995
OR
[ ] 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 No. 0-7798
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FIRST WILKOW VENTURE
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
ILLINOIS 36-6169280
- ---------------------------------------- -----------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
180 NORTH MICHIGAN AVENUE, CHICAGO, ILLINOIS 60601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 726-9622
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NOT APPLICABLE
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Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the registrant (1) has filed all
reports to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months and (2) has been subject to
such filing requirements for the past 90 days. YES __X__ NO _____
<PAGE> 2
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
SEPTEMBER 30,
1995 DECEMBER 31,
(UNAUDITED) 1994
----------- ------------
ASSETS
------
<S> <C> <C>
REAL ESTATE AND INVESTMENTS IN REAL ESTATE PARTNERSHIPS
REAL ESTATE
Land $ 8,698,675 $10,206,120
Buildings and Improvements 57,566,689 63,190,047
Fixtures and Equipment 138,384 1,470,318
-------------- -----------
Total 66,403,748 74,866,485
Less-Accumulated Depreciation 19,302,244 18,998,458
------------ -----------
Net 47,101,504 55,868,027
Investments in Real Estate Partnerships 4,691,112 3,740,835
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Total 51,792,616 59,608,862
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LOANS RECEIVABLE 1,036,622 1,045,496
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OTHER ASSETS
Cash 283,240 451,138
Certificates of Deposit 652,998 77,998
Receivable 701,873 838,619
Prepaid Expenses 15,376 146,354
Deposits 887,275 922,151
Deferred Charges 1,198,977 1,281,931
----------- -----------
Total 3,739,739 3,718,191
----------- -----------
TOTAL ASSETS $56,568,977 $64,372,549
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
MORTGAGES AND NOTES PAYABLE
Mortgages Payable $37,228,450 $42,457,688
Notes Payable 2,991,488 4,730,621
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Total 40,219,938 47,188,309
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OTHER LIABILITIES
Accounts Payable and Accrued Expenses 207,136 577,534
Accrued Property Taxes 2,899,070 2,556,878
Deferred State Income Taxes 200,000 200,000
Security Deposits and Prepaid Rent 450,304 566,044
Accrued Interest 347,728 479,581
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Total 4,104,238 4,380,037
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MINORITY INTEREST 1,614,233 1,587,487
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PARTNERS' CAPITAL (178,972 units authorized and issued) 10,630,568 11,216,716
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TOTAL LIABILITIES AND PARTNERS' CAPITAL $56,568,977 $64,372,549
============= ============
</TABLE>
Note: Balance Sheet at 12/31/94 has been taken from the audited financial
statements at that date.
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<PAGE> 3
FIRST WILKOW VENTURE
CONSOLIDATED STATEMENT OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
------------------------------- -----------------------------
1995 1994 1995 1994
-------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
REVENUES
Rental Income $2,748,438 $2,889,576 $8,265,824 $8,668,770
Hotel Income 0 764,974 1,446,067 2,275,711
Interest Income 38,909 35,463 118,226 107,227
Other Income 10,200 22,563 48,462 48,541
----------- ----------- ----------- ----------
2,797,547 3,712,576 9,878,579 11,100,249
----------- ----------- ----------- ----------
PARTNERSHIP INVESTMENTS' INCOME (LOSS)
Share of Net Income (Loss) 127,215 (23,565) 159,501 (74,640)
Provision for Gain in
Book Value - 94,449 - 94,449
----------- ----------- ----------- ----------
127,215 70,884 159,501 19,809
----------- ----------- ----------- ----------
EXPENSES
Operating Expenses 776,314 1,213,336 3,072,486 3,685,408
Real Estate Taxes 497,859 612,690 1,923,439 1,927,837
Depreciation and
Amortization 552,162 652,540 1,786,280 2,027,985
Interest Expense 911,198 1,136,271 3,090,536 3,661,545
Bad Debt Expense 106,502 106,502
General and
Administrative 127,220 392,662 722,145 1,045,529
----------- ----------- ----------- ----------
2,971,255 4,007,499 10,701,388 12,348,304
----------- ----------- ----------- ----------
INCOME (LOSS) BEFORE
MINORITY INTEREST
AND TAXES (46,493) (224,039) (663,308) (1,228,246)
MINORITY INTEREST IN
SUBSIDIARIES NET LOSS 32,709 (8,701) 77,159 55,435
PROVISION FOR STATE
INCOME TAXES 0 0 0 0
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ (13,784) $ (232,740) $ (586,149) $(1,172,811)
=========== =========== =========== ===========
EARNINGS PER UNIT BASED
ON 178,972 UNITS OUTSTANDING $ (.08) $(1.30) $ (3.27) $(6.55)
====== ====== ======= ======
DISTRIBUTION PER UNIT $ 0.00 $ 0.00 $ 0.00 $0.00
====== ======= ======== =====
</TABLE>
NOTE 1: No provision for Federal Income Taxes has been made since First Wilkow
Venture is a partnership and the partners report their pro-rata share
of income or loss individually.
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<PAGE> 4
FIRST WILKOW VENTURE
CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
----------------------------------
1995 1994
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (586,149) $(1,172,811)
Non Cash Items Included in Net Income
Minority Interest in Subsidiaries
Net Income/Loss (77,159) (55,435)
Depreciation and Amortization 1,786,280 2,027,985
Amortization of Debt Forgiveness Income (55,112)
(Decrease) Increase in Net Payables and
Accrued Expense 237,625 79,210
Share of Partnership's Net (Income) Loss (22,256) 74,640
Ending Cash of Properties Disposed of During Period (42,453) -
Provision for Gain in Book Value of Real Estate - (94,449)
Bad Debt Loss 106,502 -
------------ -----------
Total Cash Provided (Used) from Operating Activities 1,347,278 859,140
-----------
CASH FLOWS FROM INVESTING ACTIVITIES
Partnership Investment Draws 215,923 97,343
Cash Provided from Sale of Real Estate - -
(Increase) in Land and Buildings (501,187) (1,202,109)
Investment in Partnerships (1,143,943) (14,896)
(Decrease) Increase in Minority Interest 103,905 (74,150)
(Decrease) Increase in Mortgage Notes Payable 2,909,707 (1,330,170)
(Increase) Decrease in Mortgage and Notes Receivable (126,799) (368,560)
Investment in Deferred Charges (242,985) (562,513)
------------ -----------
Total Cash Provided (Used) from Investing Activities 1,214,621 (3,455,055)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES
Mortgage Principal Payments (2,154,797) (669,540)
------------ -----------
Total Cash Provided (Used) from Financing Activities (2,154,797) (669,540)
------------ -----------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS 407,102 (3,265,455)
CASH AND EQUIVALENTS - BEGINNING OF PERIOD 529,136 4,056,501
------------ -----------
CASH AND EQUIVALENTS - END OF PERIOD $ 936,238 $ 791,046
============ ===========
</TABLE>
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<PAGE> 5
FIRST WILKOW VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
Accounting Policies
The financial statements have been prepared in accordance with
generally accepted accounting principles. Under this method of accounting,
revenues are recorded when earned and expenses are recorded when incurred.
Reference is made to the Partnership's annual report for the year
ended December 31, 1994, for a description of other accounting policies and
additional details for the Partnership'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.
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<PAGE> 6
FIRST WILKOW VENTURE
FORM 10-Q
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
SEPTEMBER 30, 1995
Overview
Reference is made to partnership's annual report for the year ended
December 31, 1994 for a discussion of the partnership's business.
On January 20, 1995, the Registrant entered into a revolving credit
facility with the LaSalle National Bank. The facility, due September 1, 1996,
pays interest at the prime rate per annum. Maximum borrowing under the
facility agreement are the lesser of $800,000 or 80% of the fair market value
of the Registrant's investment in Duke Realty Limited Partnership. As of
September 30, 1995 the amount outstanding under this facility was $580,000,
consisting of cash draws of $350,000 and letters of credit of $230,000.
Borrowings under the facility are secured by the partnership units of Duke
Realty Limited Partnership owned by the Registrant.
At December 31, 1993, First Wilkow Venture invested a total of
$65,718 to acquire a 6.667% interest in S & S Venture. S & S Venture
acquired a property in Des Plaines, Illinois on July 26, 1975 which was sold on
March 15, 1995. The Registrant has included a $32,832 gain on this partnership
investment as a result of the sale of the underlying asset held by S & S
Venture.
On July 1, 1995, First Wilkow Venture sold 300 Class A Units of M &
J/Retail Limited Partnership ("M & J/Retail") for a total of $314,800 resulting
in a gain of $137,245 and reducing its ownership in this partnership from
56.97% to 52.75%.
On July 28, 1995, Freeport Office Partners Limited extended the
$5,200,000 loan held by Confederation Life for five years effective August 1,
1995. The interest rate is 9% per annum and annual debt service is based on a
30 year amortization schedule. The agreement calls for all cash flow after
operating expenses and debt service on the Confederation Life Loan to be funded
into an escrow until $125,000 is funded or until the lease with Consolidated
Freightway is extended for three years. The funds in the escrow are available
for capital expenditures provided they have been approved, in advance, by the
lender.
On July 28, 1995 M & J/Retail, owned 52.75% by the Registrant,
acquired a majority interest in Northlake Tower Limited Partnership ("Tower"),
contributing $1,124,109 of a total initial capital requirement of $1,251,000,
with, potentially, an additional capital requirement of $124,000 to cover
unanticipated contingencies. On August 25, 1995 an additional contribution of
$17,083 increased the total capital investment to $1,141,192. Tower owns a
17.08% share of BSRT/M & J Northlake Limited Partnership ("BSRT/M & J"), which
purchased a leasehold interest in the Northlake Tower Festival Shopping Center
for $16,989,000 on July 28, 1995. The purchase of this property was made
subject to a $10,350,000 first mortgage loan bearing interest only at the fixed
rate of 8.5% per annum for ten years. The shopping center, consisting of
303,956 square feet of improvements and five outlots, is located in Atlanta,
Georgia. In a related transaction, M & J/Retail loaned $67,934, of a total
loan facility of $75,000, to Northlake Tower Corporation ("Tower Corporation")
a General Partner of both Tower and BSRT/M & J. The loan is secured by Tower
Corporation's partnership interests in Tower and BSRT/M & J, and interest
thereon will be paid from Tower Corporation's share of net cash flow. Tower
Corporation was organized to act as general partner, as aforesaid, in order to
insulate M & J/Retail from personal liability.
On July 28, 1995 M & J/Retail refinanced a retail center located at
Broadway and Berwyn in Chicago, Illinois. The term of the new loan, with a
principal amount of $2,750,000, is five years. Debt service reflects an
interest rate of 8.20% per annum and amortization based on 25 years.
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<PAGE> 7
On August 24, 1995 the Registrant acquired a 59.44% undivided interest
in 209 West Jackson, a 144,608 square foot office building located in downtown
Chicago, in exchange for its 57.66% undivided interest in Tango Bay Suites. As
part of this transaction, Tango Bay Suites remains liable to First Wilkow
Venture for loans advanced to fund operating deficits. Current year advances
of $200,000 and $100,000 were made in January and October, respectively. The
loans earn interest at the rate of 100 basis points over prime per annum. As
a result of Tango Bay Suites having net non-recourse liabilities at the date of
the exchange, the Registrant recognized a $106,502 loss on the disposition.
209 West Jackson is subject to a first mortgage of $10,000,000 and an
additional $5,661,100 note secured by the first mortgage, both bearing interest
only at General Electric Capital Corporation's commercial paper rate plus 3.25%
per annum. First Wilkow Venture posted a letter of credit for $150,000 as a
part of this transaction. Due to the character of the investment, First Wilkow
Venture is using the equity method to account for its interest in 209 W.
Jackson.
On September 1, 1995, Freeport Office Partners Limited's $2,000,000
debenture matured. Under the original terms, the debentures earned interest at
11% per annum with debenture holders entitled to elect to receive repayment,
together with a premium equal to 15% of the principal balance, or convert their
debenture to its proportionate share of a 20% equity position in Freeport
Office Partners Limited. $1,530,000 of the debentures were converted to equity
in Freeport Office Partners Limited at maturity. The remaining debentures were
extended until September 1, 1996 bearing interest at 9% per annum.
On October 27, 1995, M & J/Retail Limited Partnership loaned Fitz
Berg, Inc. $600,000 which was used to acquire a 99% interest in M &
J/Crossroads Limited Partnership ("M & J/Crossroads"). M & J/Crossroads
purchased a 330,505 square foot shopping center known as Crossroads of
Roseville for $19,250,000 on October 27, 1995, subject to a $19,550,000 first
mortgage loan (which included a reserve for anticipated capital improvements).
Until the completion of the expansion of several tenants and certain other
economic parameters are met, the Crossroads Property will also serve as
collateral for another mortgage loan, which is partially secured by a first
mortgage lien against the 209 West Jackson property. Both mortgage loans bear
interest at 5.9% per annum. The center is located on 19.9 acres of land in
Roseville, Minnesota.
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<PAGE> 8
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, 1995 and 1994.
SIGNATURES
Pursuant to the requirements 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: November 10, 1995
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, 1995.
Clifton J. Wilkow
------------------------------------
Clifton J. Wilkow,
General Partner and Executive
Vice President of M & J
Wilkow, Ltd.
Thomas Harrigan
------------------------------------
Thomas Harrigan, Vice
President of M & J Wilkow,
Ltd.
-8-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 936,238
<SECURITIES> 0
<RECEIVABLES> 1,036,622
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,540,762
<PP&E> 66,403,748
<DEPRECIATION> 19,302,244
<TOTAL-ASSETS> 56,568,977
<CURRENT-LIABILITIES> 3,106,206
<BONDS> 40,219,938
<COMMON> 0
0
0
<OTHER-SE> 10,630,568
<TOTAL-LIABILITY-AND-EQUITY> 56,568,977
<SALES> 9,711,891
<TOTAL-REVENUES> 9,878,579
<CGS> 0
<TOTAL-COSTS> 3,072,486
<OTHER-EXPENSES> 2,752,086
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,090,536
<INCOME-PRETAX> (586,149)
<INCOME-TAX> 0
<INCOME-CONTINUING> (586,149)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (586,149)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
