10-Q 1 c87560e10vq.txt QUARTERLY REPORT 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 June 30, 2004 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 -------------- 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

Note: Balance Sheet at 12/31/03 taken from the audited financial statements at that date. See accompanying notes to consolidated financial statements FIRST WILKOW VENTURE CONSOLIDATED STATEMENT OF OPERATIONS THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003 (UNAUDITED)

See accompanying notes to consolidated financial statements FIRST WILKOW VENTURE CONSOLIDATED STATEMENT OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2004 AND 2003 (UNAUDITED)

See accompanying notes to consolidated financial statements FIRST WILKOW VENTURE FORM 10-Q MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS JUNE 30, 2004 Overview Reference is made to the Registrant's annual report for the year ended December 31, 2003, for a discussion of the Registrant's business. On January 10, 2004, the Registrant made a distribution to its partners in the amount of $188,008, or $1.10 per unit. On February 24, 2004, Tower Square Shopping Center, the sole asset of M & J/Eden Prairie Limited Partnership, was sold for $13,100,000, resulting in net cash proceeds of $4,983,000, after satisfaction of the outstanding mortgage obligation. The transaction netted a gain on sale of $4,285,000. Through June 30, 2004, the Registrant received a distribution related to the sale of $353,000. On April 10, 2004 the Registrant made a distribution to its partners in the amount of $564,022, or $3.30 per unit. On June 11, 2004, Shops at Clarks Pond, the sole asset of Shops at Clark's Pond LLC, was sold for $20,050,000, resulting in net cash proceeds of $3,848,000. The transaction netted a gain on sale of $3,087,000. M & J/Retail received a distribution related to the sale via its interest in Fulcrum, LLC. On June 25, 2004, the Registrant exercised its option to purchase the units of M & J/LaSalle Associates from an investor. FIRST WILKOW VENTURE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2004 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 is currently assessing its unconsolidated real estate investments to determine the impact of any potential consolidation requirements in applying FIN No. 46R. Reference is made to the Registrant's annual report for the year ended December 31, 2003, 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 July 1, 2004, the Registrant invested $215,000 to obtain a 7.28% interest in M & J/2121 K Street, LLC, which owns a 22% interest in 2121 K Street, LLC, which owns an 8-story office building located in Washington D.C. On July 10, 2004, the Registrant made a distribution to its partners in the amount of $188,008, or $1.10 per unit, based on 170,916 units outstanding as of June 30, 2004. 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 June 30, 2004 and 2003. 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: August 10, 2004 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 August 10, 2004. 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.

FIRST WILKOW VENTURE 10-Q