<PAGE> 1
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, 2000
----- 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
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Securities Registered Pursuant to Section 12(h) of the Act: None
----
Securities Registered Pursuant to Section 12(g) of the Act:
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
-------- --------
<PAGE> 2
Independent Accountant's Report
To the Partners
First Wilkow Venture
We have reviewed the accompanying consolidated balance sheet of First Wilkow
Venture (the "Partnership") as of September 30, 2000, and the related
consolidated statement of operations for the three months and nine months then
ended and the consolidated statement of cash flows for the nine months then
ended. These financial statements are the responsibility of the management of
the Partnership.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
and accounting matters. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements in order for them
to be in conformity with generally accepted accounting principles.
The accompanying consolidated balance sheet as of December 31, 1999, was audited
by us, and we expressed an unqualified opinion on it in our report dated
February 22, 2000, but we have not performed any auditing procedures since that
date.
Because we were not engaged to audit or review the consolidated statement of
operations for the three months and nine months ended September 30, 1999, and
the consolidated statement of cash flows for the nine months ended September 30,
1999, we did not extend our procedures to enable us to express an opinion on the
results of operations and cash flows. Accordingly, we express no opinion on
them.
PHILIP ROOTBERG & COMPANY, LLP
Chicago, IL
November 10, 2000
<PAGE> 3
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
September 30,
2000 December 31,
(Unaudited) 1999
---------------- ---------------
<S> <C> <C>
ASSETS
REAL ESTATE AND INVESTMENTS IN REAL ESTATE PARTNERSHIPS
Real Estate:
Land $5,719,040 $6,549,546
Buildings and Improvements 47,656,581 54,898,422
Fixtures and Equipment 48,129 113,105
---------------- ---------------
Total 53,423,750 61,561,073
Less-Accumulated Depreciation 16,184,374 17,429,429
---------------- ---------------
Net Real Estate 37,239,376 44,131,644
Investment in Real Estate Partnerships 8,192,228 5,311,479
---------------- ---------------
Total 45,431,604 49,443,123
---------------- ---------------
LOANS RECEIVABLE 818,087 818,087
---------------- ---------------
OTHER ASSETS
Cash 202,308 134,846
Short-term cash investments 3,789,426 3,905,000
Short-term cash investments - Restricted 250,000 250,000
Receivable 725,398 927,730
Prepaid Expenses 6,306 6,306
Deposits 1,502,788 1,463,045
Deferred Charges 1,287,907 1,474,504
---------------- ---------------
Total 7,764,133 8,161,431
---------------- ---------------
TOTAL ASSETS $54,013,824 $58,422,641
================ ===============
LIABILITIES AND PARTNERS' CAPITAL
MORTGAGES AND LOANS PAYABLE
Mortgages Payable $32,317,215 $38,244,272
Notes Payable 11,027 11,027
---------------- ---------------
Total 32,328,242 38,255,299
---------------- ---------------
OTHER LIABILITIES
Accounts Payable and Accrued Expenses 113,469 243,444
Accrued Property Taxes 2,214,318 2,569,229
Deferred State Income Taxes 200,000 200,000
Security Deposits and Prepaid Rent 605,303 776,696
Accrued Interest 32,363 31,555
---------------- ---------------
Total 3,165,453 3,820,924
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MINORITY INTEREST 3,145,868 2,144,797
---------------- ---------------
PARTNERS' CAPITAL (170,916 units authorized and issued) 15,374,261 14,201,621
---------------- ---------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $54,013,824 $58,422,641
================ ===============
</TABLE>
Note: Balance Sheet at 12/31/99 taken from the audited financial statements at
that date.
See accountant's report and accompanying notes to consolidated financial
statements
<PAGE> 4
FIRST WILKOW VENTURE
CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
--------------------------------- --------------------------------
2000 1999 2000 1999
------------- --------------- ------------- --------------
<S> <C> <C> <C> <C>
REVENUES
Rental Income $2,899,837 $2,608,241 $9,132,912 $7,680,699
Interest Income 35,858 66,496 230,611 299,024
Other Income 1,755,924 3,064,391 2,083,263 3,289,987
------------- --------------- ------------- --------------
4,691,619 5,739,128 11,446,786 11,269,710
------------- --------------- ------------- --------------
PARTNERSHIP INVESTMENTS' INCOME (LOSS)
Share of Net Income 105,130 76,736 270,437 196,873
------------- --------------- ------------- --------------
EXPENSES
Operating Expenses 1,184,161 913,913 3,333,588 2,500,964
Real Estate Taxes 566,167 539,349 1,807,662 1,715,431
Depreciation and Amortization 448,020 440,720 1,447,519 1,326,935
Interest Expense 716,846 593,284 2,230,954 1,857,972
General and Administrative 4,621 0 23,547 2,056
------------- --------------- ------------- --------------
2,919,815 2,487,266 8,843,270 7,403,358
------------- --------------- ------------- --------------
INCOME BEFORE MINORITY
INTEREST AND TAXES 1,876,934 3,328,598 2,873,953 4,063,225
MINORITY INTEREST IN
SUBSIDIARIES NET INCOME/LOSS (826,624) (15,549) (1,145,782) (198,295)
PROVISION FOR STATE
INCOME TAXES 0 0 0 0
------------- --------------- ------------- --------------
NET INCOME $1,050,310 $3,313,049 $1,728,171 $3,864,930
============= =============== ============= ==============
UNITS USED TO COMPUTE PER UNIT AMOUNTS 170,916 170,916 170,916 170,916
NET INCOME PER UNIT $6.15 $19.38 $10.11 $22.61
============= =============== ============= ==============
DISTRIBUTION PER UNIT $0.75 $0.50 $3.25 $2.85
============= =============== ============= ==============
</TABLE>
See accountant's report and accompanying notes to consolidated financial
statements
<PAGE> 5
FIRST WILKOW VENTURE
CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-----------------------------------
2000 1999
------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $1,728,171 $3,864,930
Non Cash Items Included in Net Income
Minority Interest in Subsidiaries Net Income/Loss 1,145,782 198,295
Depreciation and Amortization 1,447,519 1,326,935
Net gain on disposal of land, building and improvements (1,982,056) (4,317,840)
Decrease in Net Payable and Accrued Expense (333,422) (725,367)
Share of Partnership's Net Income (270,437) (716,019)
------------- --------------
Net Cash Provided (Used) by Operating Activities 1,735,557 (369,066)
------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Partnership Investment Draws 373,385 178,590
Partnership Investment Sale Proceeds 0 519,146
Cash Proceeds from the sale of Real Estate 2,498,488 4,317,840
(Increase) Decrease in Land and Buildings (776,886) 823,791
Increase in Fixtures and Equipment (443) 0
Investment in Partnerships (2,983,750) (1,373,121)
Decrease in Minority Interest (144,711) (123,975)
Decrease in Mortgage and Notes Receivable 0 1,028,932
Investment in Deferred Charges (245,273) (267,179)
------------- --------------
Net Cash Provided (Used) by Investing Activities (1,279,190) 5,104,024
------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Mortgage and Notes Payable 328,309 2,400,000
Cash Distribution to Partners (555,477) (487,111)
Mortgage Principal Payments (277,311) (5,807,122)
------------- --------------
Net Cash Used by Financing Activities (504,479) (3,894,233)
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NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (48,112) 840,725
CASH AND EQUIVALENTS - BEGINNING OF PERIOD 4,039,846 5,099,406
------------- --------------
CASH AND EQUIVALENTS - END OF PERIOD $3,991,734 $5,940,131
============= ==============
</TABLE>
See accountant's report and accompanying notes to consolidated financial
statements
<PAGE> 6
FIRST WILKOW VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
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.
Certain amounts for 1999 have been reclassified to conform with the
presentation for 2000.
No provision for Federal Income Taxes has been made since First Wilkow
Venture (the "Registrant") is a partnership and the partners report their
prorata share of income or loss individually.
Reference is made to the Registrant's annual report for the year ended
December 31, 1999, 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 5, 2000, the Registrant made a distribution to its partners in
the amount of $128,187, or $.75 per unit, based on 170,916 units
outstanding at September 30, 2000.
See accountant's report
<PAGE> 7
FIRST WILKOW VENTURE
FORM 10-Q
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
SEPTEMBER 30, 2000
Overview
Reference is made to the Registrant's annual report for the year ended
December 31, 1999, for a discussion of the partnership's business.
On January 10, 2000, the Registrant made a distribution to its partners
in the amount of $85,458.00, or $.50 per unit.
On February 24, 2000, the Registrant invested $530,000 to obtain a
19.00% interest in M&J Prospect Crossing Limited Partnership, which owns Centre
at Lake in the Hills, a shopping center located in Lake in the Hills, Illinois.
On February 24, 2000, M&J/Retail Limited Partnership invested $500,000
to obtain a 10.79% interest in M&J Prospect Crossing Limited Partnership, which
owns Centre at Lake in the Hills, a shopping center located in Lake in the
Hills, Illinois.
On April 10, 2000, the Registrant made a distribution to its partners
in the amount of $341,832, or $2.00 per unit.
On April 10, 2000, the Registrant invested $243,000 to obtain a 26.01%
interest in Yorkshire Plaza Investors, LLC, which owns Yorkshire Plaza, a
shopping center located in Aurora, Illinois.
On May 25, 2000, the property owned by M&J/Retail Limited Partnership,
Melrose and Kimball, was sold for net cash proceeds of $175,589, resulting in a
gain on sale of $18,213, classified as Other Income on the consolidated
statement of operations.
On May 26, 2000, the property owned by M&J/Retail Limited Partnership,
Irving & Kimball, was sold for net cash proceeds of $445,822, resulting in a
gain on sale of $283,053, classified as Other Income on the consolidated
statement of operations.
On May 31, 2000, M&J/Retail Limited Partnership invested $1,133,750 to
obtain a 53.13% interest in Fulcrum, LLC, which has a 65.65% interest in Shops
at Clark's Pond, LLC, which owns a shopping center in Portland, Maine.
On July 6, 2000, the Registrant made a distribution to its partners in
the amount of $128,187, or $.75 per unit.
On August 11, 2000, the property owned by M&J/Retail Limited
Partnership, Broadway Festival, was sold for net cash proceeds of $929,567,
resulting in a gain on sale of $1,083,009, classified as Other Income on the
consolidated statement of operations.
On August 14, 2000, the Registrant invested $577,000 to obtain a
17.48% interest in M&J/Clark Street, LLC, which has a 20.00% interest in 20
South Clark Street, LLC, which owns 20 South Clark, an office building located
in Chicago, Illinois.
On September 15, 2000, the property owned by M&J/Retail Limited
Partnership, Diversey & Sheffield, was sold for net cash proceeds of $947,509,
resulting in a gain on sale of $597,780, classified as Other Income on the
consolidated statement of operations.
See accountant's report
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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, 2000 and 1999.
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, 2000
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, 2000.
/s/ Clifton J. Wilkow
--------------------------------------
Clifton J. Wilkow, General Partner and
Executive Vice President of
M&J Wilkow, Ltd.
/s/ Thomas Harrigan
--------------------------------------
Thomas Harrigan, Vice President of
M&J Wilkow, Ltd.
