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, 1998
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>
<CAPTION>
<S> <C> <C>
September 30, December 31,
1998 1997
Cash $ 97,988 $ 21,310
Distribution receivable -0- 441,237
Investments in and advances
to Local Limited Partnerships
accounted for on the equity
method 6,255,353 4,948,930
$6,353,341 $5,411,477
LIABILITIES AND PARTNERS' CAPITAL
Due to affiliate $ 21,267 $ 25,322
Distribution payable 1,634 1,634
Management fee payable 87,158 102,158
110,059 129,114
Partners' Capital:
General Partner - 621 Partnership
units authorized, issued and
outstanding 312,143 264,097
Limited Partners - 11,811
Partnership units authorized,
issued and outstanding 5,931,139 5,018,266
6,243,282 5,282,363
Total Liabilities and Partners'
Capital $ 6,353,341 $ 5,411,477
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
CAPITALIZATION AND PARTNERS CAPITAL
URBAN IMPROVEMENT FUND LIMITED - 1973
(A Limited Partnership)
<TABLE>
<CAPTION>
<S> <C> <C>
September 30, December 31,
1998 1997
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, 1997 (4,450,939) (4,450,939)
Income for the nine-month
period ended
September 30, 1998 960,919 -0-
(3,490,020) (4,450,939)
Partners' Capital at End
of Period $ 6,243,282 $ 5,282,363
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
STATEMENTS OF INCOME
URBAN IMPROVEMENT FUND LIMITED - 1973
(A Limited Partnership)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
For the Three-Month For the Nine-month
Period Ended Period Ended
September 30, September 30,
1998 1997 1998 1997
Revenues $ 1,089 $ 4,165 $ 8,971 $ 12,332
Cost and expenses:
Professional fees 5,750 13,250 19,000 27,300
Management fee 15,000 15,000 45,000 45,000
Other expense 436 6,046 2,704 9,174
Amortization 3,091 2,526 9,273 7,578
24,277 36,822 75,977 89,052
Loss before equity
in income of
Local Limited
Partnerships (23,188) (32,657) (67,006) (76,720)
Equity in income
of Local Limited
Partnerships 332,406 159,202 1,027,925 1,213,288
Net income $ 309,218 $ 126,545 $ 960,919 $1,136,568
Allocation of
net income:
Net income
allocated to
General Partner $ 15,461 $ 6,327 $ 48,046 $ 56,828
Net income
allocated to
Limited Partners 293,757 120,218 912,873 1,079,740
$ 309,218 $ 126,545 $ 960,919 $1,136,568
Net income
allocated to
Limited Partners
per Limited
Partnership
Unit (11,811
units outstanding
at September 30,
1998 and 1997) $ 25 $ 10 $ 77 $ 91
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
STATEMENTS OF CASH FLOWS
URBAN IMPROVEMENT FUND LIMITED - 1973
(A Limited Partnership)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
For the Three-Month For the Nine-month
Period Ended Period Ended
September 30, September 30,
1998 1997 1998 1997
CASH FLOWS
FROM OPERATING
ACTIVITIES:
Net income $ 309,218 $ 126,545 $ 960,919 $1,136,568
Adjustments to
reconcile net
income to net
cash used by
operating activities:
Amortization 3,091 2,524 9,273 7,578
Equity in income
of local limited
partnerships (332,406) (159,202) (1,027,925) (1,213,288)
Decrease in
distribution
receivable -0- -0- 441,237 -0-
Increase (decrease) in
accounts payable,
management fees
payable and pay-
able to affiliates (17,396) -0- (19,054) (62,681)
Total adjustments (346,711) (156,678) (596,469) (1,268,391)
Net cash used by
operating activities (37,493) (30,133) 364,450 (131,823)
CASH FLOWS
FROM INVESTING
ACTIVITIES:
Current period
distributions 49,434 (188,121) 66,153 286,265
Net advances paid
by (repaid from)
local limited
partnerships (366,505) 28,295 (353,925) 23,888
Net cash provided by
investing activities (317,071) (159,826) (287,772) 310,153
NET INCREASE
(DECREASE) IN
CASH AND CASH
EQUIVALENTS (354,564) (189,959) 76,678 178,330
CASH BALANCE
AT BEGINNING
OF PERIOD 452,552 639,981 21,310 271,692
CASH BALANCE
AT END OF PERIOD $ 97,988 $ 450,022 $ 97,988 $ 450,022
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
NOTES TO SUMMARIZE FINANCIAL INFORMATION
September 30, 1998
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 September
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>
<CAPTION>
<S> <C> <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,
1998 and December 31, 1997, 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>
<CAPTION>
<S> <C> <C>
September 30, 1998 December 31, 1997
Capital contributions $6,445,579 $ 6,445,579
Distributions (2,845,332) (2,779,179)
Equity in losses 302,844 (725,081)
Advances 1,406,226 1,052,301
Unamortized costs
of acquisitions 946,036 955,310
$ 6,255,353 $ 4,948,930
</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 $45,000 for the nine months ended
September 30, 1998 and 1997.
The components of the Partnership's equity in net income (loss) of the
Local Limited Partnerships for September 30, 1998 and 1997, is
summarized as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
For the Three Month For the Nine-Month
Period Ended Period Ended
September 30, September 30,
1998 1997 1998 1997
Distributions received
from partnerships
with zero investment
OGO Associates
of Mountclef $ -0- $ (357,685) $ -0- $ -0-
OGO Associates
of Los Arboles -0- -0- -0- 4,614
WOGO Associates
of Carondelet -0- -0- -0- 24,460
Sheridan Manor X -0- -0- -0- 1,939
Mystic Valley -0- 163,727 -0- 163,727
Edgewood II -0- 5,838 -0- 5,838
-0- (188,120) -0- 200,578
Repayment from
(advances to)
partnerships
with zero
investment
Glenn Arms -0- -0- -0- -0-
Freedom Associates -0- 12 -0- -0-
Himbola Manor -0- 6 -0- -0-
OGO Associates
of Mountclef -0- -0- -0- (1,070)
OGO Associates
of Los Arboles (1,500) -0- (5,437) 24,448
Sheridan Manor X -0- -0- -0- 23,299
WOGO Associates
of Carondelet -0- 28,295 -0- 9,006
WOGO Fresno -0- -0- 32,000 -0-
W Street -0- -0- (356) -0-
(1,500) 28,313 26,207 55,683
Income from
investments with
non-zero investment:
The Alexander 107,871 87,659 323,613 262,977
Antonia Manor 60,521 55,484 181,563 166,452
Glenn Arms 31,512 29,179 94,536 87,537
Hedin Associates 12,662 11,924 37,986 35,772
Maria Manor 66,247 64,757 198,741 194,271
Marlton Manor, Ltd. 44,387 56,032 133,161 168,096
Sheridan IV 8,904 13,974 26,712 41,922
WOGO II 1,802 -0- 5,406 -0-
333,906 319,009 1,001,718 957,027
$ 332,406 $ 159,202 $1,027,925 $1,213,288
</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, 1998.
<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 November 13, 1998 Michael Fulbright
(Signature)
By: Michael Fulbright, Secretary
Date November 13, 1998 John M. 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-31-1998 DEC-31-1998 DEC-31-1997
<PERIOD-END> SEP-30-1998 SEP-30-1998 DEC-31-1997
<CASH> 0 97,988 21,310
<SECURITIES> 0 0 0
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 0 6,353,341 5,411,477
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 0 6,353,341 5,411,477
<CURRENT-LIABILITIES> 0 110,059 129,114
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 0 0 0
<OTHER-SE> 0 6,243,282 5,282,363
<TOTAL-LIABILITY-AND-EQUITY> 0 6,353,341 5,411,477
<SALES> 0 0 0
<TOTAL-REVENUES> 1,089 8,971 0
<CGS> 0 0 0
<TOTAL-COSTS> 0 0 0
<OTHER-EXPENSES> 24,277 75,977 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> 309,218 960,919 0
<INCOME-TAX> 309,218 960,919 0
<INCOME-CONTINUING> 0 0 0
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 309,218 960,919 0
<EPS-PRIMARY> 0 0 0
<EPS-DILUTED> 0 0 0
</TABLE>
