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, 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>
June 30, December 31,
1997 1996
Cash $ 639,981 $ 271,692
Investments in and advances to Local
Limited Partnerships accounted for
on the equity method 4,048,811 3,469,756
$4,688,792 $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 232,917 182,416
Limited Partners - 11,811
Partnership units authorized,
issued and outstanding 4,425,854 3,466,332
4,658,771 3,648,748
Total Liabilities and
Partners' Capital $ 4,688,792 $ 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>
June 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 1,010,023 -0-
(5,074,531) (6,084,554)
Partners' Capital at End
of Period $ 4,658,771 $ 3,648,748
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
STATEMENTS OF INCOME
URBAN IMPROVEMENT FUND LIMITED - 1973
(A Limited Partnership)
<TABLE>
<S> <C> <C> <C> <C>
For the Three-Month For the Six-Month
Period Ended Period Ended
June 30, June 30,
1997 1996 1997 1996
Revenues $ 5,729 $ 1,912 $ 8,167 $ 3,416
Cost and expenses:
Professional fees 7,087 19,691 14,050 27,590
Management fee 15,000 15,000 30,000 30,000
Other expense 1,852 2,169 3,128 2,169
Amortization 2,526 2,386 5,052 4,772
26,465 39,246 52,230 64,531
Loss before equity in
income of Local Limited
Partnerships (20,736) (37,334) (44,063) (61,115)
Equity in income of Local
Limited Partnerships 735,077 288,994 1,054,086 563,070
Net income $ 714,341 $ 251,660 $1,010,023 $ 501,955
Allocation of net income:
Net income allocated to
General Partner $ 35,717 $ 12,583 $ 50,501 $ 25,098
Net income allocated to
Limited Partners 678,624 239,077 959,522 476,857
$ 714,341 $ 251,660 $1,010,023 $501,955
Net income allocated to
Limited Partners per
Limited Partnership
Unit (11,811 units
outstanding at June 30,
1997 and 1996) $ 60 $ 21 $ 86 $ 42
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
STATEMENTS OF CASH FLOWS
URBAN IMPROVEMENT FUND LIMITED - 1973
(A Limited Partnership)
<TABLE>
<S> <C> <C> <C> <C>
For the Three-Month For the Six-Month
Period Ended Period Ended
June 30, June 30,
1997 1996 1997 1996
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income $ 714,341 $ 251,660 $1,010,023 $ 501,955
Adjustments to reconcile
net income to net cash
used by operating activities:
Amortization 2,526 2,386 5,052 4,772
Equity in income of local
limited partnerships (735,077) (288,994) (1,054,086) (563,070)
Increase (decrease) in
accounts payable, manage-
ment fees payable and pay-
able to affiliates (6,963) (6,963) (62,679) -0-
Total adjustments (739,514) (293,571) (1,111,713) (558,298)
Net cash used by
operating activities (25,173) (41,911) (101,690) (56,343)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Current period
distributions 474,386 87,255 474,386 87,255
Net advances paid by
(repaid from) local
limited partner-
ships 27,593 23,523 (4,407) 30,959
Net cash provided by
investing activities 501,979 110,778 469,979 118,214
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS 476,806 68,867 368,289 61,871
CASH BALANCE AT
BEGINNING OF
PERIOD 163,175 123,119 271,692 130,115
CASH BALANCE AT
END OF PERIOD $ 639,981 $ 191,986 $ 639,981 $ 191,986
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
NOTES TO SUMMARIZE FINANCIAL INFORMATION
June 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
Partnerships, 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 contracted
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 June 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>
June 30, 1997 December 31, 1996
Capital contributions $6,445,579 $ 6,445,579
Distributions (2,596,540) (2,122,155)
Equity in losses (1,449,765) (2,503,849)
Advances 677,770 673,363
Unamortized costs of
acquisitions 971,767 976,818
$4,048,811 $ 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
investments. 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 $30,000 for the six months ended June 30, 1997 and 1996.
The components of the Partnership's equity in net income (loss) of the Local
Limited Partnerships for June 30, 1997 and 1996, is summarized as follows:
<TABLE>
<S> <C> <C> <C> <C>
For the Three Month For the Six Month
Period Ended Period Ended
June 30, June 30,
1997 1996 1997 1996
Distributions received from
partnerships with zero
investment
OGO Associates of
Mountclef $ 357,685 $ -0- $ 357,685 $ -0-
OGO Associates of Los
Arboles 4,614 -0- 4,614 -0-
WOGO Associates of
Carondelet 24,460 -0- 24,460 -0-
Sheridan Manor X 1,939 -0- 1,939 -0-
388,698 -0- 388,698 -0-
Payment from (advances
to) partnerships with
zero investment
Glenn Arms -0- 21,263 -0- 21,263
Freedom Associates (12) -0- (12) -0-
Himbola Manor (6) -0- (6) -0-
OGO Associates of
Mountclef (1,070) 7,334 (1,070) 7,272
OGO Associates of Los
Arboles 24,448 -0- 24,448 9,907
Sheridan Manor X 23,299 (1,750) 23,299 (1,754)
WOGO Associates of
Carondelet (19,289) (2,375) (19,289) (2,405)
WOGO Fresno -0- -0- -0- (257)
27,370 24,472 27,370 34,026
Income from investments
with non-zero investment:
The Alexander 87,659 80,670 175,318 161,340
Antonia Manor 55,484 35,908 110,968 71,816
Glenn Arms 29,179 -0- 58,358 -0-
Hedin Associates 11,924 3,195 23,848 6,390
Maria Manor 64,757 52,865 129,514 105,730
Marlton Manor, Ltd. 56,032 79,504 112,064 159,008
Sheridan IV 13,974 12,380 27,948 24,760
319,009 264,522 638,018 529,044
$ 735,077 $ 288,994 $1,054,086 $ 563,070
</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 June 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 October 31, 1997
Michael Fulbright
(Signature)
By: Michael Fulbright, Secretary
Date October 31, 1997
John M. Orehek
(Signature)
By: John M. Orehek, Senior Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1996
<PERIOD-END> JUN-30-1997 JUN-30-1997 DEC-31-1996
<CASH> 0 639,981 271,692
<SECURITIES> 0 0 0
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 0 4,688,792 3,741,448
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 0 4,688,792 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 4,658,771 3,648,748
<TOTAL-LIABILITY-AND-EQUITY> 0 4,688,792 3,741,448
<SALES> 0 0 0
<TOTAL-REVENUES> 5,729 8,167 0
<CGS> 0 0 0
<TOTAL-COSTS> 0 0 0
<OTHER-EXPENSES> 26,465 52,230 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> 714,341 1,010,023 0
<INCOME-TAX> 714,341 1,010,023 0
<INCOME-CONTINUING> 0 0 0
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 714,341 1,010,023 0
<EPS-PRIMARY> 0 0 0
<EPS-DILUTED> 0 0 0
</TABLE>
