<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 March 31, 1998
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
Commission File No. 0-7798
FIRST WILKOW VENTURE
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
ILLINOIS 36-6169280
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(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
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<PAGE> 2
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
March 31,
1998 December 31,
(Unaudited) 1997
------------ ------------
<S> <C> <C>
ASSETS
REAL ESTATE AND INVESTMENTS IN REAL ESTATE PARTNERSHIPS
Real Estate:
Land $6,230,711 $6,230,711
Buildings and Improvements 46,918,025 46,862,244
Fixtures and Equipment 116,955 116,955
------------ ------------
Total 53,265,691 53,209,910
Less-Accumulated Depreciation 18,310,761 17,955,658
------------ ------------
Net Real Estate 34,954,930 35,254,252
Investment in Real Estate Partnerships 3,175,710 3,642,820
------------ ------------
Total 38,130,640 38,897,072
------------ ------------
LOANS RECEIVABLE 849,934 849,934
------------ ------------
OTHER ASSETS
Cash 750,036 966,660
Certificates of Deposit 2,615,000 2,220,000
Receivable 690,394 702,567
Prepaid Expenses 994 818
Deposits 474,099 836,567
Deferred Charges 992,193 911,756
------------ ------------
Total 5,522,716 5,638,368
------------ ------------
TOTAL ASSETS $44,503,290 $45,385,374
============ ============
LIABILITIES AND PARTNERS' CAPITAL
MORTGAGES AND LOANS PAYABLE
Mortgages Payable $30,502,251 $30,653,730
Notes Payable 454,488 672,975
------------ ------------
Total 30,956,739 31,326,705
------------ ------------
OTHER LIABILITIES
Accounts Payable and Accrued Expenses 42,835 69,092
Accrued Property Taxes 1,969,031 2,378,995
Deferred State Income Taxes 200,000 200,000
Security Deposits and Prepaid Rent 440,528 539,698
Accrued Interest 71,249 72,847
------------ ------------
Total 2,723,643 3,260,632
------------ ------------
MINORITY INTEREST 1,710,708 1,685,777
------------ ------------
PARTNERS' CAPITAL (170,916 units authorized and issued) 9,112,200 9,112,260
------------ ------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $44,503,290 $45,385,374
============ ============
</TABLE>
Note: Balance Sheet at 12/31/97 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 MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months
Ended March 31,
-------------------------
1998 1997
----------- -----------
<S> <C> <C>
REVENUES
Rental Income $2,429,441 $2,404,517
Interest Income 76,248 44,750
Other Income 0 18,045
----------- -----------
2,505,689 2,467,312
----------- -----------
PARTNERSHIP INVESTMENTS' INCOME (LOSS)
Share of Net Income (Loss) 6,296 91,909
----------- -----------
6,296 91,909
----------- -----------
EXPENSES
Operating Expenses 595,901 758,392
Real Estate Taxes 635,239 653,972
Depreciation and Amortization 441,192 436,573
Interest Expense 638,881 697,656
General and Administrative 105,622 116,946
----------- -----------
2,416,835 2,663,539
----------- -----------
INCOME (LOSS) BEFORE
MINORITY INTEREST
AND TAXES 95,150 (104,318)
MINORITY INTEREST IN
SUBSIDIARIES NET INCOME/LOSS (52,482) (17,332)
PROVISION FOR STATE
INCOME TAXES 0 0
----------- -----------
NET INCOME (LOSS) $42,668 ($121,650)
=========== ===========
UNITS USED TO COMPUTE PER UNIT AMOUNTS 170,916 178,972
NET INCOME (LOSS)/PER UNIT $0.25 ($0.68)
=========== ===========
DISTRIBUTION PER UNIT $0.25 $2.00
=========== ===========
</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
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March31,
---------------------------
1998 1997
---------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $42,668 ($121,650)
Non Cash Items Included in Net Income
Minority Interest in Subsidiaries Net Income/Loss 52,482 17,332
Depreciation and Amortization 441,192 436,573
Amortization of Debt Forgiveness Income (17,861) (18,044)
(Decrease) Increase in Net Payable and Accrued Expense (162,522) (193,503)
Share of Partnership's Net (Income) Loss (6,296) (91,909)
---------- ----------
Total Cash Provided (Used) from Operating Activities 349,663 28,799
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Partnership Investment Draws 552,302 797,628
(Increase) in Land and Buildings (55,781) (141,863)
Investment in Partnerships (78,896) (3,438)
(Decrease) Increase in Minority Interest (27,550) (27,550)
(Decrease) Increase in Mortgage and Notes Payable (218,487) (189,129)
(Increase) Decrease in Mortgage and Notes Receivable - 295,162
Investment in Deferred Charges (166,528) (22,881)
---------- ----------
Total Cash Provided (Used) from Investing Activites 5,060 707,929
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CASH FLOWS FROM FINANCING ACTIVITIES
Cash Distribution to Partners (42,729) (357,944)
Mortgage Principal Payments (133,618) (114,910)
---------- ----------
Total Cash Provided (Used) from Financing Activities (176,347) (472,854)
---------- ----------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS 178,376 263,874
CASH AND EQUIVALENTS - BEGINNING OF PERIOD 3,186,660 1,306,870
---------- ----------
CASH AND EQUIVALENTS - END OF PERIOD $3,365,036 $1,570,744
========== ==========
</TABLE>
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<PAGE> 5
FIRST WILKOW VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1998
1. Financial Statements
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, 1997, 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.
2. Subsequent Events
On April 10, 1998, the Partnership made a distribution in the amount of
$230,736.60 or $1.35 per unit based on 170,916 units outstanding at March 31,
1998.
On April 10, 1998, the partnership invested $64,000 to obtain a 26.44%
ownership in M&J/Eden Prairie L.P. which has a 10% interest in Eden Prairie LLC
which acquired a 70,689 square foot shopping center in Eden Prairie, Minnesota.
On April 30, 1998, three properties owned by M&J/Retail L.P., Archer &
Central, Irving & Kimball, and Melrose & Kimball, had their mortgages
refinanced with Criimi Mae, Inc. The principal terms of the three loans are as
follows:
<TABLE>
<CAPTION>
Date of Principal Annual Amortization
Property Refinance Amount Interest Rate Schedule Maturity
-------- --------- ------ ------------- -------- --------
<S> <C> <C> <C> <C> <C>
Archer & Central 4/30/98 $2,350,000 7.40% 30 years 4/30/08
Irving & Kimball 4/30/98 $1,325,000 7.58% 30 years 4/30/08
Melrose & Kimball 4/30/98 $ 991,000 7.58% 30 years 4/30/08
</TABLE>
The existing mortgages for $1,997,870, $1,316,725, $1,135,099, respectively,
were paid off resulting in net refinancing proceeds of $54,621.38. By virtue of
these refinancings, the aggregate annual debt service will be reduced from
$475,464 to $391,101.
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<PAGE> 6
FIRST WILKOW VENTURE
FORM 10-Q
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
MARCH 31, 1998
Overview
Reference is made to partnership's annual report for the year ended
December 31, 1997 for a discussion of the partnership's business.
On January 10, 1998, the Partnership made a distribution in the amount of
$42,729, or $.25 per unit.
On April 8, 1998, M&J/Retail L.P. acquired a 64.95% investment in M &
J/Clarkfair L.P., which has a 9% interest in Clarkfair LLC. Clarkfair LLC is
the sole owner of two limited liability companies, namely Marketfair North LLC
and Shops at Clark's Pond LLC, which were formed to acquire the following
described properties:
Marketfair North - a 136,989 square foot shopping center in Clay,
New York
Shops at Clark's Pond - a 208,325 square foot shopping center in South
Portland, Maine
M&J/Retail L.P.'s interest is based on a capital contribution of $315,000
funded as follows:
<TABLE>
<S> <C>
As of March 31, 1998 $ 75,000.00
At the April 8, 1998 closing 84,927.59
Future funding commitment 155,072.41
-----------
Total initial Capital $315,000.00
===========
</TABLE>
In addition to the above cash contributions, M&J/Retail L.P. has posted two
letters of credit totaling $500,000. These letters of credit, which expire on
March 16, 1999, renew automatically until the underlying obligations are
satisfied. The general partner of M&J/Clarkfair, L.P. has indemnified
M&J/Retail L.P. for 10% or $50,000 of these letters of credit. In the event
that the letters of credit are drawn, M&J/Retail L.P. will be required to fund
$450,000 in lieu of the letters of credit. At that time M&J/Retail L.P.'s
interest in M&J/Clarkfair L.P. will increase from 64.95% to 82.74%.
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<PAGE> 7
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, 1998 and 1997.
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 11, 1998
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 11, 1998.
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.
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 3,365,036
<SECURITIES> 0
<RECEIVABLES> 1,540,328
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,530,523
<PP&E> 53,265,691
<DEPRECIATION> 78,310,761
<TOTAL-ASSETS> 44,503,290
<CURRENT-LIABILITIES> 2,011,866
<BONDS> 30,956,739
0
0
<COMMON> 0
<OTHER-SE> 9,112,200
<TOTAL-LIABILITY-AND-EQUITY> 44,503,290
<SALES> 2,429,441
<TOTAL-REVENUES> 2,505,689
<CGS> 0
<TOTAL-COSTS> 595,901
<OTHER-EXPENSES> 740,861
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 638,881
<INCOME-PRETAX> 42,668
<INCOME-TAX> 0
<INCOME-CONTINUING> 42,668
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 42,668
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
