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, 1997
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 Number 0-7761
URBAN IMPROVEMENT FUND LIMITED - 1973
(Exact name of registrant as specified in its charter)
California 95-6442510
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
1201 Third Avenue, Suite 5400, Seattle, Washington 98101 3076
(Address of principal executive offices) (ZIP code)
Registrant's telephone number, including area code: (206) 622-9900
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 and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
<PAGE>
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
BALANCE SHEETS
URBAN IMPROVEMENT FUND LIMITED - 1973
(A Limited Partnership)
ASSETS
<TABLE>
<S>
<C> <C>
September 30, December 31,
1997 1996
Cash $ 450,022 $ 271,692
Investments in and advances
to Local Limited Partnerships
accounted for on the equity
method 4,365,315 3,469,756
$4,815,337 $3,741,448
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ -0- $ 556
Distribution payable 1,634 1,634
Management fee payable 28,387 90,510
30,021 92,700
Partners' Capital:
General Partner - 621
Partnership units
authorized, issued
and outstanding 239,244 182,416
Limited Partners - 11,811
Partnership units
authorized, issued
and outstanding 4,546,072 3,466,332
4,785,316 3,648,748
Total Liabilities and
Partners' Capital $ 4,815,337 $ 3,741,448
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
CAPITALIZATION AND PARTNERS CAPITAL
URBAN IMPROVEMENT FUND LIMITED 1973
(A Limited Partnership)
<TABLE>
<S>
<C> <C>
September 30, December 31,
1997 1996
General Partner Interest - 621
Partnership units issued
and outstanding $ 621,316 $ 621,316
Limited Partners' Interest -
11,811 Partnership units
issued and outstanding 11,811,000 11,811,000
12,432,316 12,432,316
Offering Expenses (1,250,836) (1,250,836)
Distributions to partners (1,448,178) (1,448,178)
Accumulated loss through
December 31, 1996 (6,084,554) (6,084,554)
Income for the six month
period ended
June 30, 1997 1,136,568 -0-
(4,947,986) (6,084,554)
Partners' Capital at
End of Period $ 4,785,316 $ 3,648,748
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
STATEMENTS OF INCOME
URBAN IMPROVEMENT FUND LIMITED 1973
(A Limited Partnership)
<TABLE>
<S>
<C> <C>
For the Three-Month For the Nine-Month
Period Ended Period Ended
September 30, September 30,
1997 1996 1997 1996
Revenues $ 4,165 $ 2,702 $ 12,332 $ 6,118
Cost and expenses:
Professional fees 13,250 1,655 27,300 29,245
Management fee 15,000 15,000 45,000 45,000
Other expense 6,046 7,016 9,174 9,185
Amortization 2,526 2,386 7,578 7,158
36,822 26,057 89,052 90,588
Loss before equity
in income of Local
Limited Partnerships (32,657) (23,355) (76,720) (84,470)
Equity in income of
Local Limited
Partnerships 159,202 386,397 1,213,288 949,467
Net income $ 126,545 $ 363,042 $1,136,568 $ 864,997
Allocation of net income:
Net income allocated
to General Partner $ 6,327 $ 18,152 $ 56,828 $ 43,250
Net income allocated
to Limited Partners 120,218 344,890 1,079,740 821,747
$ 126,545 $ 363,042 $1,136,568 $ 864,997
Net income allocated
to Limited Partners
per Limited Partnership
Unit (11,811 units out-
standing at June 30,
1997 and 1996) $ 10 $ 29 $ 91 $ 70
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
STATEMENTS OF CASH FLOWS
URBAN IMPROVEMENT FUND LIMITED 1973
(A Limited Partnership)
<TABLE>
<S>
<C> <C>
For the Three-Month For the Nine-Month
Period Ended Period Ended
September 30, September 30,
1997 1996 1997 1996
CASH FLOWS FROM
OPERATING
ACTIVITIES:
Net income $ 126,545 $ 363,042 $1,136,568 $ 864,997
Adjustments to
reconcile net
income to net
cash used by
operating
activities:
Amortization 2,524 2,386 7,578 7,158
Equity in income
of local limited
partnerships (159,202) (386,397) (1,213,288) (949,467)
Increase (decrease)
in accounts payable,
management fees
payable and pay-
able to affiliates -0- -0- (62,681) -0-
Total adjustments (156,678) (384,011) (1,268,391) (942,309)
Net cash used by
operating activities (30,133) (20,969) (131,823) (77,312)
CASH FLOWS FROM
INVESTING
ACTIVITIES:
Current period
distributions (188,121) 131,875 286,265 219,130
Net advances paid
by (repaid from)
local limited
partnerships 28,295 (10,000) 23,888 20,959
Net cash provided by
investing activities (159,826) 121,875 310,153 240,089
NET INCREASE
(DECREASE) IN
CASH AND CASH
EQUIVALENTS (189,959) 100,906 178,330 162,777
CASH BALANCE AT
BEGINNING OF
PERIOD 639,981 191,986 271,692 130,115
CASH BALANCE
AT END OF PERIOD $ 450,022 $ 292,892 $ 450,022 $ 292,892
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
NOTES TO SUMMARIZE FINANCIAL INFORMATION
September 30, 1997
URBAN IMPROVEMENT FUND LIMITED 1973
(A Limited Partnership)
Note 1 - Organization - Urban Improvement Fund Limited - 1973 (the
Partnership) was formed under the California Uniform Limited Partnership
Act on February 2, 1973, for the principal purpose of investing in other
limited partnerships (Local Limited Partnerships), which own federal and
state-assisted housing projects. The Partnership issued 11,811 units of
limited partnership interest pursuant to a public offering of such units
which terminated in October, 1973. The General Partner, Interfinancial
Real Estate Management Company invested $621,316.
The Urban Improvement Fund Limited 1973 prospectus, dated June 27, 1973,
specified that the General Partner has approximately five percent interest
in profits, losses and special allocations, and the limited partners will
share the remaining interest in profits, losses and special allocations in
proportion to their respective units of limited partnership interests.
Note 2 - Method of Accounting - Initial rent-up fees paid by the Partnership
to the General Partner, deducted when paid for income tax purposes, are
capitalized as acquisition costs of the Local Limited Partnerships for
financial reporting purposes. These costs and other costs of acquisition
are amortized using the straight-line method over the lives (twenty to
forty years) of the Local Limited Partnership Properties. Amortization
is discontinued when the investment is reduced to zero.
<PAGE>
Repayment of advances and cash distributions by the Local Limited Partner-
ships, after the Partnership investment has been reduced to zero, are
recognized as income by the Partnership in the period received. Additional
advances to Local Limited Partnership, after an investment is reduced to
zero, are recognized as losses in the period paid.
The unaudited interim financial statements furnished in this report reflect
all adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim periods presented. All such
adjustments are of a normal recurring nature.
Taxes on Income
No provision for taxes on income has been recorded, since all taxable income
or loss of the Partnership is allocated to the partners for inclusion in
their respective tax returns.
Cash Equivalents
Marketable securities that are highly liquid and have maturities of three
months or less at the date of purchase are classified as cash equivalents.
Note 3 - Management of Urban Improvement Fund Limited 1973 Under the
terms of the Limited Partnership Agreement, the Partnership is required to
pay the General Partner an annual management fee equal to one-quarter of
one percent of invested assets or $133,770 (the fee will not be more than
fifty percent of the Partnership's annual net cash flow as defined, subject
to an annual minimum of $60,000). The Partnership will also pay the
General Partner a liquidation fee for the sale of projects.
<PAGE>
The General Partner of the Partnership is a corporation in which Paul H.
Pfleger has a majority interest. Partnership Services, Inc. (PSI), another
corporation in which Paul H. Pfleger is a majority shareholder, has con-
tracted with the General Partner and the Partnership to provide certain
management and other services in any projects in which the Partnership
has an interest. In addition, as shown in the following table, PSI has
become the General Partner in fourteen of the Local Limited Partnerships
in which the Partnership has investments:
<TABLE>
<S>
<C>
Date PSI Became
Local Limited Partnerships General Partner
Antonia Manor April 1975
Glenn Arms Associates April 1975
Hedin House Associates December 1978
Himbola Manor January 1980
Maria Manor April 1975
Marlton Manor Associates April 1975
OGO Associates of Los Arboles August 1976
OGO Associates of Mountclef August 1976
Sheridan Manor IV March 1975
Sheridan Manor X March 1975
The Alexander April 1975
WOGO Associates of Carondelet August 1976
WOGO Associates of Fresno August 1976
W Street Associates December 1977
</TABLE>
<PAGE>
Note 4 - Investments in Local Limited Partnerships - As of September 30, 1997
and December 31, 1996, the Partnership has investments in nineteen active real
estate Limited Partnerships (Local Limited Partnerships), which are accounted
for on the equity method. The investment account represents the sum of the
capital investment and unamortized costs of acquisitions less the Partnership's
share in losses since the date of acquisition. The Partnership discontinues
recognizing losses and amortizing cost of acquisition under the equity method
when the investment in a particular Local Limited Partnership is reduced to
zero, unless the Partnership intends to commit additional funds to the Local
Limited Partnership.
The investments in Local Limited Partnerships are comprised of:
<TABLE>
<S>
<C> <C>
September 30, 1997 December 31, 1996
Capital contributions $6,445,579 $ 6,445,579
Distributions (2,408,420) (2,122,155)
Equity in losses (1,290,560) (2,503,849)
Advances 649,475 673,363
Unamortized costs of
acquisitions 969,241 976,818
$ 4,365,315 $ 3,469,756
</TABLE>
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations.
The Partnership has followed the practice of investing available funds not
used in the purchase of properties or in operations into short-term invest-
ments. Revenue resulted from such short-term investments. The Partnership
is dependent upon interest earned and the distributions and repayment of
advances from Local Limited Partners for cash flow. The Partnership
advanced funds to selected partnerships in prior years. The General
Partner does not believe these net advances will significantly affect
the operations of the Partnership.
<PAGE>
Under the terms of the Limited Partnership Agreement, the Partnership is
required to pay the General Partner an annual management fee equal to one-
quarter of one percent of invested assets or $133,770 (the fee will not be
more than fifty percent of the Partnership's annual net cash flow as
defined, subject to an annual minimum of $60,000). The Partnership
recorded management fee expense of $45,000 for the nine months ended
September 30, 1997 and 1996.
The components of the Partnership's equity in net income (loss) of the Local
Limited Partnerships for September 30, 1997 and 1996, is summarized as
follows:
<TABLE>
<S>
<C> <C>
For the Three Month For the Nine Month
Period Ended Period Ended
September 30, September 30,
1997 1996 1997 1996
Distributions received
from partnerships with
zero investment
OGO Associates of
Mountclef $ (357,685) $ -0- $ -0- $ -0-
OGO Associates of
Los Arboles -0- -0- 4,614 -0-
WOGO Associates of
Carondelet -0- -0- 24,460 -0-
Sheridan Manor X -0- -0- 1,939 -0-
Mystic Valley 163,727 131,875 163,727 131,875
Edgewood II 5,838 -0- 5,838 -0-
$ (188,120) $ 131,875 $ 200,578 $ 131,875
Repayment from
(advances to)
partnerships
with zero
investment
Glenn Arms -0- -0- -0- 21,263
Freedom
Associates 12 -0- -0- -0-
Himbola Manor 6 -0- -0- -0-
OGO Associates
of Mountclef -0- (5,000) (1,070) 2,272
OGO Associates of
Los Arboles -0- (5,000) 24,448 4,907
Sheridan Manor X -0- -0- 23,299 (1,754)
WOGO Associates
of Carondelet 28,295 -0- 9,006 (2,405)
WOGO Fresno -0- -0- -0- (257)
28,313 (10,000) 55,683 24,026
Income from investments
with non-zero investment:
The Alexander 87,659 80,670 262,977 242,010
Antonia Manor 55,484 35,908 166,452 107,724
Glenn Arms 29,179 -0- 87,537 -0-
Hedin Associates 11,924 3,195 35,772 9,585
Maria Manor 64,757 52,865 194,271 158,595
Marlton Manor, Ltd. 56,032 79,504 168,096 238,512
Sheridan IV 13,974 12,380 41,922 37,140
319,009 264,522 957,027 793,566
$ 159,202 $ 386,397 $1,213,288 $ 949,467
</TABLE>
<PAGE>
PART II OTHER INFORMATION
Items 1 through 5 not applicable
Item 6 Exhibits and Reports on Form 8-K
a) None
b) The registrant has not filed a report on Form 8-K during the quarter
ending September 30, 1997.
<PAGE>
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.
URBAN IMPROVEMENT FUND LIMITED 1973
(Registrant)
By: Interfinancial Real Estate Management
Company, General Partner
Date December 10, 1997
Michael Fulbright
(Signature)
By: Michael Fulbright, Secretary
Date December 10, 1997
John Orehek
(Signature)
By: John M. Orehek, Senior Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1996
<PERIOD-END> SEP-30-1997 SEP-30-1997 DEC-31-1996
<CASH> 0 450,022 271,692
<SECURITIES> 0 0 0
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 0 4,815,337 3,741,448
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 0 4,815,337 3,741,448
<CURRENT-LIABILITIES> 0 30,021 92,700
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 0 0 0
<OTHER-SE> 0 4,785,316 3,648,748
<TOTAL-LIABILITY-AND-EQUITY> 0 4,815,337 3,741,448
<SALES> 0 0 0
<TOTAL-REVENUES> 4,165 12,332 0
<CGS> 0 0 0
<TOTAL-COSTS> 0 0 0
<OTHER-EXPENSES> 36,822 89,052 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> 126,545 1,136,568 0
<INCOME-TAX> 126,545 1,136,568 0
<INCOME-CONTINUING> 0 0 0
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 126,545 1,136,568 0
<EPS-PRIMARY> 0 0 0
<EPS-DILUTED> 0 0 0
</TABLE>
