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 0-7771
URBAN IMPROVEMENT FUND LIMITED - 1973 II
(Exact name of registrant as specified in its charter)
California 95-6398192
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 II
(A Limited Partnership)
ASSETS
<TABLE>
<S> <C> <C>
June 30, December 31,
1997 1996
Cash $ 2,549 $ 4,876
Investments in and advances
to Local Limited Partnerships
accounted for on the equity
method -0- -0-
Total Assets $ 2,549 $ 4,876
LIABILITIES AND PARTNERS' (DEFICIT)
Accounts payable $ 14,538 $ 126
Management fee payable 1,068,167 1,033,167
Advance from General Partner 24,243 24,243
1,106,948 1,057,536
Partners' (Deficit):
General Partner - 100
Partnership units
authorized, issued
and outstanding (531,719) (529,132)
Limited Partners - 11,335
partnership units authorized,
issued and outstanding (572,680) (523,528)
(1,104,399) (1,052,660)
Total Liabilities and
Partners' (Deficit) $ 2,549 $ 4,876
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
CAPITALIZATION AND PARTNERS' (DEFICIT)
URBAN IMPROVEMENT FUND LIMITED - 1973-II
(A Limited Partnership)
<TABLE>
<S> <C> <C>
June 30, December 31,
1997 1996
General Partner Interest - 100
Partnership units issued
and outstanding $ 95,000 $ 95,000
Limited Partners' Interest - 11,335
Partnership units issued and
outstanding 11,335,000 11,335,000
Total 11,430,000 11,430,000
Offering Expenses (1,237,673) (1,237,673)
Accumulated loss through
December 31, 1996 (11,244,987) (11,244,987)
Loss for six-month period
ended June 30, 1997 (51,739) -0-
(11,296,726) (11,244,987)
Partners' (Deficit) at
End of Period $ (1,104,399) $ (1,052,660)
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
STATEMENTS OF INCOME
URBAN IMPROVEMENT FUND LIMITED 1973 II
(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 $ 2,775 $ 644 $ 4,421
Cost and expenses:
Professional fees 5,600 8,05 10,460 13,350
Management fee 17,500 17,500 35,000 35,000
Other 6,936 1,847 6,936 1,847
30,036 27,400 52,396 50,197
Loss before equity in
income of Local Limited
Partnerships (30,031) (24,625) (51,752) (45,776)
Equity in loss of Local
Limited Partnership 13 -0- 13 -0-
Net loss $ (30,018) $ (24,625) $ (51,739) $ (45,776)
Allocation of net loss:
Net loss allocated to
General Partner $ (1,501) $ (1,231) $ (2,587) $ (2,289)
Net loss allocated to
Limited Partners (28,517) (23,394) (49,152) (43,487)
$ (30,018) $ (24,625) $ (51,739) $ (45,776)
Net loss allocated to
Limited Partners per
Limited Partnership
Unit (11,335 units out-
standing at June 30, 1997
and 1996) $ (3) $ (2) $ (5) $ (4)
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
STATEMENTS OF CASH FLOWS
URBAN IMPROVEMENT FUND LIMITED - 1973-II
(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 loss $ (30,018) $ (24,625) $ (51,739) $ (45,776)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Equity in net loss of local
limited partnership (13) -0- (13) -0-
Increase (decrease) in
accounts payable and
accrued management fees 27,178 (4,800) 49,412 17,500
Total adjustments 27,165 (4,800) 49,399 17,500
Net cash provided by
operating activities (2,853) (29,425) (2,340) (28,276)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Distributions received -0- -0- -0- -0-
Advance to local limited
partnership 13 -0- 13 -0-
Net cash provided by
Investing activities 13 -0- 13 -0-
NET DECREASE IN CASH AND
CASH EQUIVALENTS (2,840) (29,425) (2,327) (28,276)
CASH BALANCE AT BEGINNING
OF PERIOD 5,389 35,726 4,876 34,577
CASH BALANCE AT END OF
PERIOD $ 2,549 $ 6,301 $ 2,549 $ 6,301
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
NOTES TO SUMMARIZE FINANCIAL INFORMATION
June 30, 1997
URBAN IMPROVEMENT FUND LIMITED - 1973-II
(A Limited Partnership)
Note 1 - Organization - Urban Improvement Fund Limited - 1973-II (the
Partnership) was formed under the California Uniform Limited Partnership
Act on July 1, 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 11,335 units of limited
partnership interest pursuant to a public offering of such units which
terminated on December 31, 1973. The Partnership also issued 100 units
of general partnership interest to Interfinancial Real Estate Management
Company (the General Partner).
The Urban Improvement Fund Limited - 1973-II prospectus, dated October 24,
1973, specified that the General Partner has five percent interest in profits,
losses and special allocations, and the limited partners will share the
remaining ninety-five percent 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 (fifteen 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-II - 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 $136,548 (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 $70,000). This fee was not payable during the first six
years unless annual tax deductions plus cash distributions aggregated $550
per unit. The required level of tax deductions was
<PAGE>
not achieved in these years, and accordingly, the fee was not paid for those
years. However, fees of $350,000 have been recorded as a liability to the
General Partner. Management fees payable totaling $718,167 for subsequent
years have been accrued to the General Partner because cash flow was not
sufficient to pay the fees. The Partnership will also pay the General Partner
a liquidation fee for the sale of projects.
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 two of the Local Limited Partnerships in which the
Partnership has investments:
<TABLE>
<S> <C>
Date PSI Became
Local Limited Partnerships General Partner
Community Circle 1975
808 Memorial Drive 1978
</TABLE>
Note 4 - Investments in Local Limited Partnerships - As of June 30, 1997
and 1996, the Partnership has investments in ten active real estate
Limited Partnerships (Local Limited Partnership), which are accounted for
on the equity method. The investment account represents the sum of the
capital investments and unamortized costs of acquisitions less the
Partnership's share in losses since the date of acquisition. The Partnership
discontinues recognizing losses when the investment
<PAGE>
in a particular Local Limited Partnership is reduced to zero, unless the
Partnership intends to commit additional funds to the Local Limited
Partnerships.
The investments in Local Limited Partnerships are comprised of:
<TABLE>
<S> <C> <C>
June 30, 1997 December 31, 1996
Capital contributions $5,249,455 $5,249,455
Distributions (821,532) (821,532)
Equity in losses (6,272,435) (6,272,448)
Advances 974,863 974,876
Unamortized costs of
acquisitions 869,649 869,649
$ -0- $ -0-
</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 has advanced funds to selected partnerships. The General
Partner does not believe these net advances will significantly affect
the operations of the Partnership. The activity of advances is 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
Advance made to Local
Limited Partnership $ 13 $ -0- $ 13 $ -0-
</TABLE>
<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 $136,548 (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 $70,000). The Partnership recorded management
fee expense of $35,000 for the six-month period ended June 30, 1997 and 1996.
The components of the Partnership's equity in net 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
Advance to Partnership
with zero investment:
Community Circle $ (50) $ -0- $ (50) $ -0-
808 Memorial Drive 37 -0- 37 -0-
$ (13) $ -0- $ (13) $ -0-
</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-II
(Registrant)
By: Interfinancial Real Estate Management
Company, General Partner
Date October 31, 1997
Michael Fulbright
(Signature)
By: Michael Fulbright, Secretary
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 2,459 4,876
<SECURITIES> 0 0 0
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 0 2,549 4,876
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 0 2,549 4,876
<CURRENT-LIABILITIES> 0 14,538 126
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 0 0 0
<OTHER-SE> 0 (1,104,399) (1,052,660)
<TOTAL-LIABILITY-AND-EQUITY> 0 2,549 4,876
<SALES> 0 0 0
<TOTAL-REVENUES> 5 644 0
<CGS> 0 0 0
<TOTAL-COSTS> 0 0 0
<OTHER-EXPENSES> 30,036 52,396 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> (30,018) (51,739) 0
<INCOME-TAX> (30,018) (51,739) 0
<INCOME-CONTINUING> 0 0 0
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> (30,018) (51,739) 0
<EPS-PRIMARY> 0 0 0
<EPS-DILUTED> 0 0 0
</TABLE>
