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, 2000
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)
<TABLE>
<CAPTION>
<S>
ASSETS
<C> <C> <C>
September 30, December 31,
2000 1999
Cash $ 1,033,364 $ 1,179,729
Receivable 75,000 20,562
Distribution receivable 44,778 198,536
Investments in and advances
to Local Limited Partnerships
accounted for on the equity
method 8,991,691 7,610,334
$10,144,833 $9,009,161
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 2,950 $ -0-
Distribution payable 1,633 105,443
Management fee payable -0- 95,491
4,583 200,934
Partners' Capital:
General Partner - 621
Partnership units
authorized, issued
and outstanding 507,013 440,390
Limited Partners - 11,811
Partnership units authorized,
issued and outstanding 9,633,237 8,367,837
10,140,250 8,808,227
Total Liabilities and
Partners' Capital $10,144,833 $ 9,009,161
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
CAPITALIZATION AND PARTNERS CAPITAL
URBAN IMPROVEMENT FUND LIMITED - 1973
(A Limited Partnership)
<TABLE>
<CAPTION>
<S>
<C> <C> <C>
September 30, December 31,
2000 1999
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 (5,463,225) (5,463,225)
Accumulated earnings through
December 31, 1999 3,089,972 3,089,972
Income for the nine-month
period ended
September 30, 2000 1,332,023 -0-
(2,292,066) (3,624,089)
Partners' Capital at End of Period $ 10,140,250 $ 8,808,227
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
STATEMENTS OF INCOME
URBAN IMPROVEMENT FUND LIMITED - 1973
(A Limited Partnership)
<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C>
For the Three-Month For the Nine-month
Period Ended Period Ended
September 30, September 30,
2000 1999 2000 1999
Revenues $ 13,311 $ 3,695 $ 72,897 $ 15,093
Cost and expenses:
Professional fees 10,000 7,500 25,000 22,500
Management fee 15,000 15,000 45,000 45,000
Other expense 8,636 6,906 30,398 14,124
Amortization 2,322 2,322 6,966 8,912
35,958 31,728 107,364 90,536
Income (loss) before
equity in income of
Local Limited
Partnerships (22,647) (28,033) (34,467) (75,443)
Equity in income of
Local Limited
Partnerships 519,241 1,572,429 1,366,490 2,251,239
Net income $ 496,594 $1,544,396 $1,332,023 $2,175,796
Allocation of net income:
Net income allocated to
General Partner $ 24,830 $ 77,220 $ 66,601 $ 108,790
Net income allocated to
Limited Partners 471,764 1,467,176 1,265,422 2,067,006
$ 496,594 $1,544,396 $1,332,023 $2,175,796
Net income allocated
to Limited Partners per
Limited Partnership
Unit (11,811 units
outstanding at
September 30, 2000
and 1999) $ 40 $ 124 $ 107 $ 175
</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> <C>
For the Three-Month For the Nine-month
Period Ended Period Ended
September 30, September 30,
2000 1999 2000 1999
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income $ 496,594 $1,544,396 $1,332,023 $2,175,796
Adjustments to
reconcile net
income to net
cash used by
operating activities:
Amortization 2,322 2,322 6,966 8,912
Equity in income
of local limited
partnerships (519,241) (1,572,429) (1,366,490) (2,251,239)
Decrease (increase)
in distribution
and affiliate
receivable (15,891) (2,689,110) 99,320 (2,689,110)
Increase (decrease)
in accounts payable,
management fees
payable and pay-
able to affiliates (27,051) (98,098) (196,351) (170,153)
Total adjustments (559,861) (4,357,315) (1,456,555) (5,101,590)
Net cash used by
operating activities (63,267) (2,812,919) (124,532) (2,925,794)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Current period
distributions 88,126 1,173,321 116,917 1,223,985
Net advances paid by
(repaid from)
local limited
partnerships -0- 1,411,659 (138,750) 862,835
Net cash provided by
investing activities 88,126 2,584,980 (21,833) 2,086,820
NET (INCREASE)
DECREASE IN CASH
AND CASH EQUIVALENTS 24,859 (227,939) (146,365) (838,974)
CASH BALANCE AT
BEGINNING OF
PERIOD 1,008,505 572,183 1,179,729 1,183,218
CASH BALANCE AT
END OF PERIOD $1,033,364 $ 344,244 $1,033,364 $ 344,244
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
NOTES TO SUMMARIZE FINANCIAL INFORMATION
September 30, 2000
URBAN IMPROVEMENT FUND LIMITED - 1973
(A Limited Partnership)
Note 1 - Organization - Urban Improvement Fund Limited - 1973 (the Partner-
ship) 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 discon-
tinued 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
The Alexander April 1975
WOGO Associates of Fresno August 1976
W Street Associates December 1977
</TABLE>
Note 4 - Investments in Local Limited Partnerships - As of September 30, 2000
and December 31, 1999, 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
<PAGE>
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 Part-
nership intends to commit additional funds to the Local Limited Partnership.
The investments in Local Limited Partnerships are comprised of:
<TABLE>
<CAPTION>
<S>
<C> <C> <C>
September 30, 2000 December 31, 1999
Capital contributions $4,493,277 $ 4,493,277
Distributions (1,854,698) (1,737,786)
Equity in losses 5,087,204 3,720,714
Advances 699,629 560,874
Unamortized costs of acquisitions 566,289 573,255
$ 8,991,691 $ 7,610,334
</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.
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, 2000 and 1999.
<PAGE>
The components of the Partnership's equity in net income (loss) of the Local
Limited Partnerships for September 30, 2000 and 1999, is summarized as follows:
<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C>
For the Three-Month For the Nine-Month
Period Ended Period Ended
September 30, September 30,
2000 1999 2000 1999
Distribution received
from partnerships
with zero investment:
Himbola $ 42,241 $ 95,869 $ 42,241 $ 95,869
Sheridan IV -0- 345,138 -0- 345,138
Sheridan X -0- 339,053 -0- 339,053
W Street -0- -0- 22,002 -0-
42,241 780,060 64,243 780,060
Repayment from
(advances to)
partnerships with
zero investment
Freedom Associates -0- -0- (18,753) -0-
Sheridan IV -0- 147,823 -0- 147,823
Sheridan X -0- 28,887 -0- 28,857
WOGO Associates of
Carondelet -0- 366,641 -0- 366,641
W Street -0- (73,555) (110,000) (73,555)
-0- 469,796 (128,753) 469,796
Income from investments
with non- zero investment:
The Alexander 179,000 110,434 537,000 331,302
Antonia Manor 58,000 26,337 174,000 79,011
Glenn Arms 36,000 32,678 108,000 98,034
Hedin Associates 6,000 13,096 18,000 39,288
Maria Manor 95,000 78,626 285,000 235,878
Marlton Manor, Ltd. 103,000 61,402 309,000 184,206
(1)Sheridan IV -0- -0- -0- 30,356
(1)Sheridan X -0- -0- -0- 2,588
(1)WOGO II -0- -0- -0- 720
477,000 322,573 1,431,000 1,001,383
$ 519,241 $1,572,429 $1,366,490 $2,251,239
</TABLE>
(1) On August 27, 1999, Sheridan Manor IV, Sheridan Manor X and WOGO II sold
their real estate.
<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, 2000.
<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 14, 2000 Michael Fulbright
(Signature)
By: Michael Fulbright, Secretary
Date: November 14, 2000 John M. Orehek
(Signature)
By: John M. Orehek, Senior Vice President
<PAGE>
