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, 1999
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>
June 30, December 31,
1999 1998
<S> <C> <C>
Cash $ 572,183 $ 1,183,218
Distribution receivable 159,543 159,543
Investments in and
advances to Local
Limited Partnerships
accounted for on the
equity method 7,785,771 6,615,391
$8,517,497 $7,958,152
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 22,561 $ 29,616
Distribution payable 1,634 1,634
Management fee payable 76,973 141,973
101,168 173,223
Partners' Capital:
General Partner - 621
Partnership units
authorized, issued
and outstanding 420,795 389,225
Limited Partners - 11,811
Partnership units
authorized, issued
and outstanding 7,995,534 7,395,704
8,416,329 7,784,929
Total Liabilities and
Partners' Capital $ 8,517,497 $ 7,958,152
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
CAPITALIZATION AND PARTNERS CAPITAL
URBAN IMPROVEMENT FUND LIMITED - 1973
(A Limited Partnership)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
<S> <C> <C>
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, 1998 (1,948,373) (1,948,373)
Income for the six month
period ended June 30, 1999 631,400 -0-
(1,316,973) (1,948,373)
Partners' Capital at
End of Period $ 8,416,329 $ 7,784,929
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
STATEMENTS OF INCOME
URBAN IMPROVEMENT FUND LIMITED - 1973
(A Limited Partnership)
<TABLE>
<CAPTION>
For the Three-Month For the Six-Month
Period Ended Period Ended
June 30, June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Revenues $ 7,217 $ 4,967 $ 11,398 $ 7,882
Cost and expenses:
Professional fees 7,500 6,625 15,000 13,250
Management fee 15,000 15,000 30,000 30,000
Other expense 7,218 2,001 7,218 2,268
Amortization 3,295 3,091 6,590 6,182
33,013 26,717 58,808 51,700
Loss before equity
in income of Local
Limited Partnerships (25,796) (21,750) (47,410) (43,818)
Equity in income
of Local Limited
Partnerships 339,405 333,550 678,81 695,519
Net income $ 313,609 $ 311,800 $ 631,400 $ 651,701
Allocation of net income:
Net income
allocated to
General Partner $ 15,680 $ 15,590 $ 31,570 $ 32,585
Net income
allocated to
Limited Partners 297,929 296,210 599,830 619,116
$ 313,609 $ 311,800 $ 631,400 $ 651,701
Net income allocated
to Limited Partners
per Limited Partnership
Unit (11,811 units out-
standing at June 30, 1999
and 1998) $ 25 $ 25 $ 51 $ 52
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
STATEMENTS OF CASH FLOWS
URBAN IMPROVEMENT FUND LIMITED - 1973
(A Limited Partnership)
<TABLE>
<CAPTION>
For the Three-Month For the Six-Month
Period Ended Period Ended
June 30, June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income $313,609 $311,800 $ 631,400 $651,701
Adjustments to
reconcile net
income to net
cash used by
operating activities:
Amortization 3,295 3,091 6,590 6,182
Equity in income
of local limited
partnerships (339,405) (333,550) (678,810) (695,519)
Decrease in
distribution
receivable -0- -0- -0- 441,237
Increase (decrease)
in accounts payable,
management fees
payable and pay-
able to affiliates (7,500) (25,872) (72,055) (1,658)
Total adjustments (343,610) (356,331) (74,427) (249,758)
Net cash used
by operating
activities (30,001) (44,531) (112,875) 401,943
CASH FLOWS FROM
INVESTING ACTIVITIES:
Current period
distributions 50,664 16,719 50,664 16,719
Net advances paid by
(repaid from) local
limited partnerships (45,194) (7,608) (548,824) 12,580
Net cash provided
by investing
activities 5,470 9,111 (498,160) 29,299
NET INCREASE
(DECREASE) IN
CASH AND CASH
EQUIVALENTS (24,531) (35,420) (611,035) 431,242
CASH BALANCE
AT BEGINNING
OF PERIOD 596,714 487,972 1,183,218 21,310
CASH BALANCE
AT END OF PERIOD $ 572,183 $ 452,552 $ 572,183 $ 452,552
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
NOTES TO SUMMARIZE FINANCIAL INFORMATION
June 30, 1999
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>
<CAPTION>
Date PSI Became
Local Limited Partnerships General Partner
<S> <C>
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, 1999
and December 31, 1998, 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>
June 30, 1999 December 31, 1998
<S> <C> <C>
Capital contributions $6,445,579 $ 6,445,579
Distributions (3,790,898) (3,740,234)
Equity in losses 2,271,047 1,592,237
Advances 1,945,501 1,396,677
Unamortized costs
of acquisitions 914,542 921,132
$ 7,785,771 $ 6,615,391
</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, 1999 and 1998.
The components of the Partnership's equity in net income (loss) of the
Local Limited Partnerships for June 30, 1999 and 1998, is summarized as
follows:
<TABLE>
<CAPTION>
For the Three Month For the Six Month
Period Ended Period Ended
June 30, June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Repayment from
(advances to)
partnerships with zero
investment
Glenn Arms -0- -0- -0- -0-
Freedom Associates -0- -0- -0- -0-
Himbola Manor -0- -0- -0- -0-
OGO Associates
of Mountclef -0- -0- -0- -0-
OGO Associates
of Los Arboles -0- -0- -0- (3,937)
Sheridan Manor X -0- -0- -0- -0-
WOGO Associates
of Carondelet -0- -0- -0- -0-
WOGO Fresno -0- -0- -0- 32,000
W Street -0- (356) -0- (356)
-0- (356) -0- 27,707
Income from investments
with non-zero investment:
The Alexander 110,434 107,871 220,868 215,742
Antonia Manor 26,337 60,521 52,674 121,042
Glenn Arms 32,678 31,512 65,356 63,024
Hedin Associates 13,096 12,662 26,192 25,324
Maria Manor 78,626 66,247 157,252 132,494
Marlton Manor, Ltd. 61,402 44,387 122,804 88,774
Sheridan IV 15,178 8,904 30,356 17,808
Sheridan X 1,294 -0- 2,588 -0-
WOGO II 360 1,802 720 3,604
339,405 333,906 678,810 667,812
$ 339,405 $ 333,550 $ 678,810 $ 695,519
</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, 1999.
<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 August 13, 1999 Michael Fulbright
(Signature)
By: Michael Fulbright, Secretary
Date August 13, 1999 John M. Orehek
(Signature)
By: John M. Orehek, Senior Vice President
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999 DEC-31-1998
<PERIOD-END> JUN-30-1999 JUN-30-1999 DEC-31-1998
<CASH> 0 572,183 1,183,218
<SECURITIES> 0 0 0
<RECEIVABLES> 0 159,543 159,543
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 0 7,785,771 6,615,391
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 0 8,517,497 7,958,152
<CURRENT-LIABILITIES> 0 101,168 173,223
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 0 0 0
<OTHER-SE> 0 8,416,329 7,784,929
<TOTAL-LIABILITY-AND-EQUITY> 0 8,517,497 7,958,152
<SALES> 0 0 0
<TOTAL-REVENUES> 346,622 690,208 0
<CGS> 0 0 0
<TOTAL-COSTS> 0 0 0
<OTHER-EXPENSES> 33,013 58,808 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> 313,609 631,400 0
<INCOME-TAX> 0 0 0
<INCOME-CONTINUING> 0 0 0
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 313,609 631,400 0
<EPS-BASIC> 0 0 0
<EPS-DILUTED> 0 0 0
</TABLE>
