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, 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
[CAPTION]
<TABLE>
<S> <C> <C>
September 30, December 31,
1999 1998
Cash $ 344,244 $ 1,183,218
Receivable 2,689,110 -0-
Distribution receivable 159,543 159,543
Investments in and advances
to Local Limited Partnerships
accounted for on the equity
method 6,770,898 6,615,391
$9,963,795 $7,958,152
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 26,621 $ 29,616
Distribution payable 1,634 1,634
Management fee payable (25,185) 141,973
3,070 173,223
Partners' Capital:
General Partner - 621
Partnership units
authorized, issued and
outstanding 498,015 389,225
Limited Partners - 11,811
Partnership units authorized,
issued and outstanding 9,462,710 7,395,704
9,960,725 7,784,929
Total Liabilities and
Partners' Capital $ 9,963,795 $ 7,958,152
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
CAPITALIZATION AND PARTNERS CAPITAL
URBAN IMPROVEMENT FUND LIMITED - 1973
(A Limited Partnership)
[CAPTION]
<TABLE>
<S> <C> <C>
September 30, December 31,
1999 1998
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 nine-month period
ended September 30, 1999 2,175,796 -0-
227,423 (1,948,373)
Partners' Capital at End of Period $ 9,960,725 $ 7,784,929
</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,
1999 1998 1999 1998
Revenues $ 3,695 $ 1,089 $ 15,093 $ 8,971
Cost and expenses:
Professional fees 7,500 5,750 22,500 19,000
Management fee 15,000 15,000 45,000 45,000
Other expense 6,906 436 14,124 2,704
Amortization 2,322 3,091 8,912 9,273
31,728 24,277 90,536 75,977
Loss before equity
in income of Local
Limited Partnerships (28,033) (23,188) (75,443) (67,006)
Equity in income
of Local Limited
Partnerships 1,572,429 332,406 2,251,239 1,027,925
Net income $1,544,396 $ 309,218 $2,175,796 $ 960,919
Allocation of net income:
Net income allocated
to General Partner $ 77,220 $ 15,461 $ 108,790 $ 48,046
Net income allocated
to Limited Partners 1,467,176 293,757 2,067,006 912,873
$1,544,396 $ 309,218 $2,175,796 $ 960,919
Net income allocated
to Limited Partners
per Limited Partner-
ship Unit (11,811
units outstanding
at September 30,
1999 and 1998) $ 124 $ 25 $ 175 $ 77
</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,
1999 1998 1999 1998
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income $ 1,544,396 $309,218 $2,175,796 $ 960,919
Adjustments to reconcile
net income to net cash
used by operating
activities:
Amortization 2,322 3,091 8,912 9,273
Equity in income of
local limited part-
nerships (1,572,429) (332,406) (2,251,239) (1,027,925)
Increase in receivable (2,689,110) -0- (2,689,110) -0-
Decrease in distribution
receivable -0- -0- -0- 441,237
Increase (decrease) in
accounts payable, manage-
ment fees payable and pay-
able to affiliates (98,098) (17,396) (170,153) (19,054)
Total adjustments (4,357,315) (346,711) (5,101,590) (596,469)
Net cash used
by operating
activities (2,812,919) (37,493) (2,925,794) 364,450
CASH FLOWS FROM INVESTING
ACTIVITIES:
Current period
distributions 1,173,321 49,434 1,223,985 66,153
Net advances paid
by (repaid from)
local limited
partnerships 1,411,659 (366,505) 862,835 (353,925)
Net cash provided
by investing
activities 2,584,980 (317,071) 2,086,820 (287,772)
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS (227,939) (354,564) (838,974) 76,678
CASH BALANCE AT BEGINNING
OF PERIOD 572,183 452,552 1,183,218 21,310
CASH BALANCE AT END OF
PERIOD $ 344,244 $ 97,988 $ 344,244 $ 97,988
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
NOTES TO SUMMARIZE FINANCIAL INFORMATION
September 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 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, 1999,
the Partnership has investments in fourteen active real estate Limited Partner-
ships (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, 1999 December 31, 1998
Capital contributions $ 6,292,243 $ 6,445,579
Distributions (3,816,751) (3,740,234)
Equity in losses 2,849,343 1,592,237
Advances 533,843 1,396,677
Unamortized costs of acquisitions 912,220 921,132
$ 6,770,898 $ 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 Partner-
ship 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, 1999.
The components of the Partnership's equity in net income (loss) of the Local
Limited Partnerships for September 30, 1999 and 1998, 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,
1999 1998 1999 1998
Distribution received from
partnerships with zero
investment:
Himbola Manor $ 95,869 $ -0- $ 95,869 $ -0-
Sheridan IV 345,138 -0- 345,138 -0-
Sheridan X 339,053 -0- 339,053 -0-
780,060 -0- 780,060 -0-
Repayment from (advances to)
partnerships with zero
investment
OGO Associates of Los
Arboles -0- (1,500) -0- (5,437)
Sheridan Manor IV 147,823 -0- 147,823 -0-
Sheridan Manor X 28,887 -0- 28,887 -0-
WOGO Associates of
Carondelet 366,641 -0- 366,641 -0-
WOGO Fresno -0- -0- -0- 32,000
W Street (73,555) -0- (73,555) (356)
469,796 (1,500) 469,796 26,207
Income from investments
with non-zero investment:
The Alexander 110,434 107,871 331,302 323,612
Antonia Manor 26,337 60,521 79,011 181,563
Glenn Arms 32,678 31,512 98,034 94,536
Hedin Associates 13,096 12,662 39,288 37,986
Maria Manor 78,626 66,247 235,878 198,741
Marlton Manor, Ltd. 61,402 44,387 184,206 133,161
Sheridan IV -0- 8,904 30,356 26,712
Sheridan X -0- -0- 2,588 -0-
WOGO Associates of Carondelet -0- 1,802 720 5,406
322,573 333,906 1,001,383 1,001,718
$1,572,429 $ 332,406 $2,251,239 $1,027,925
</TABLE>
On August 27, 1999, Sheridan Manor IV, Sheridan Manor X and WOGO Associates of
Carondelet sold their real estate. The Partnership's share of the proceeds was
approximately $2,530,000 which included repayment of advances of $1,611,658.
<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, 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 December 7, 1999 Michael Fulbright
(Signature)
By: Michael Fulbright, Secretary
Date December 7, 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 9-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999 DEC-31-1998
<PERIOD-END> SEP-30-1999 SEP-30-1999 DEC-31-1998
<CASH> 0 344,244 1,183,218
<SECURITIES> 0 0 0
<RECEIVABLES> 0 2,848,653 159,543
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 0 6,770,898 6,615,391
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 0 9,963,795 7,953,152
<CURRENT-LIABILITIES> 0 3,070 173,223
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 0 0 0
<OTHER-SE> 0 9,960,725 7,784,929
<TOTAL-LIABILITY-AND-EQUITY> 0 9,963,795 7,958,152
<SALES> 0 0 0
<TOTAL-REVENUES> 1,576,124 3,842,456 0
<CGS> 0 0 0
<TOTAL-COSTS> 0 0 0
<OTHER-EXPENSES> 31,728 90,536 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> 1,544,396 2,175,796 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> 1,544,396 2,175,796 0
<EPS-BASIC> 0 0 0
<EPS-DILUTED> 0 0 0
</TABLE>
