UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10BQ
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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 0-7771
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>
<CAPTION>
<S> <C> <C>
March 31, December 31,
1999 1998
Cash $ 33,963 $ 47,049
Investments in
and advances to
Local Limited
Partnerships
accounted for
on the equity method 4,140,115 4,192,881
Total Assets $4,174,078 $4,239,930
LIABILITIES AND PARTNERS' (DEFICIT)
Accounts payable $ 5,000 $ 8,200
Management fee payable 1,155,667 1,138,167
Due to affiliates 502,156 507,088
1,662,823 1,653,455
Partners' (Deficit):
General Partner -
100 Partnership units
authorized, issued
and outstanding (350,936) (347,175)
Limited Partners -
11,335 partnership
units authorized,
issued and
outstanding 2,862,191 2,933,650
2,511,255 2,586,475
Total Liabilities and
Partners' (Deficit) $ 4,174,078 $ 4,239,930
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
CAPITALIZATION AND PARTNERS' (DEFICIT)
URBAN IMPROVEMENT FUND LIMITED - 1973-II
(A Limited Partnership)
<TABLE>
<CAPTION>
<S> <C> <C>
March 31, December 31,
1999 1998
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, 1998 (7,605,852) (7,605,852)
Loss for three-month
period ended
March 31, 1999 (75,220) -0-
(7,681,072) (7,605,852)
Partners' (Deficit)
at End of Period $ 2,511,255 $ 2,586,475
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
STATEMENTS OF INCOME
URBAN IMPROVEMENT FUND LIMITED - 1973-II
(A Limited Partnership)
<TABLE>
<CAPTION>
<S> <C> <C>
March 31, December 31,
1999 1998
Revenues $ 297 $ 102
Cost and expenses:
Professional fees 5,000 3,175
Management fee 17,500 17,500
Amortization 4,216 4,216
Other expenses 251 5
26,967 24,896
Loss before equity
in loss of Local
Limited Partnerships (26,670) (24,794)
Equity in loss
of Local Limited
Partnerships (48,550) (50,000)
Net loss $ (75,220) $ (74,794)
Allocation of net loss:
Net loss allocated
to General Partner $ (3,761) $ (3,740)
Net loss allocated
to Limited Partners (71,459) (71,054)
$ (75,220) $ (74,794)
Net loss allocated to
Limited Partners per
Limited Partnership
Unit (11,335 units
outstanding at March 31,
1999 and 1998) $ (6) $ (6)
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
STATEMENTS OF CASH FLOWS
URBAN IMPROVEMENT FUND LIMITED - 1973-II
(A Limited Partnership)
<TABLE>
<CAPTION>
<S> <C> <C>
March 31, December 31,
1999 1998
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (75,220) $ (74,794)
Adjustments to
reconcile net loss
to net cash used
by operating
activities:
Amortization 4,216 4,216
Equity in loss
of local limited
partnerships 48,550 50,000
Increase in
accounts payable
and accrued
management fees 9,368 20,675
Total adjustments 62,134 74,891
Net cash provided
by operating activities (13,086) 97
NET INCREASE
(DECREASE) IN
CASH AND
CASH EQUIVALENTS (13,086) 97
CASH BALANCE
AT BEGINNING
OF PERIOD 47,049 11,749
CASH BALANCE
AT END OF PERIOD $ 33,963 $ 11,846
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
NOTES TO SUMMARIZE FINANCIAL INFORMATION
March 31, 1999
URBAN IMPROVEMENT FUND LIMITED - 1973-II
(A Limited Partnership)
Note 1 - Organization C 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 C 1973BII 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
<PAGE>
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 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
$805,667 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>
<CAPTION>
<S> <C>
Date PSI Became
Local Limited Partnership General Partner
Community Circle 1975
808 Memorial Drive 1978
</TABLE>
<PAGE>
Note 4 - Investments in Local Limited Partnerships - As of March 31,
1999 and 1998, 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 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>
<CAPTION>
<S> <C> <C>
March 31, 1999 December 31, 1998
Capital contributions $ 6,831,192 $ 6,831,192
Distributions (1,150,077) (1,150,077)
Equity in losses (2,432,549) (2,383,999)
Advances 59,842 59,842
Unamortized costs
of acquisitions 831,707 835,923
$ 4,140,115 $ 4,192,881
</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
<PAGE>
partnerships. 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 $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 $17,500 for the three-month period
ended March 31, 1999 and 1998.
The components of the Partnership's equity in net loss of the Local
Limited Partnerships for March 31, 1999 and 1998, is summarized as
follows:
<TABLE>
<CAPTION>
<S> <C> <C>
For the Three-Month
Period ended
March 31,
1999 1998
Income from investments with
non-zero investment:
808 Memorial Drive $ (48,550) $ (50,000)
</TABLE>
<PAGE>
PART II - OTHER INFORMATION
Items 1 through 5 not applicable
Item 6 Exhibits and Reports on Form 8BK
a) None
b) The registrant has not filed a report on Form 8-K during the
quarter ending March 31, 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-II
(Registrant)
By: Interfinancial Real Estate Management
Company, General Partner
Date August 18, 1999 Michael Fulbright
(Signature)
By: Michael Fulbright, Secretary
Date August 18, 1999 John M. Orehek
(Signature)
By: John M. Orehek, Senior Vice President
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-END> MAR-31-1999 DEC-31-1998
<CASH> 33,963 47,049
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 4,140,115 4,192,881
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 4,174,078 4,239,930
<CURRENT-LIABILITIES> 1,662,823 1,653,455
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 2,511,255 2,586,475
<TOTAL-LIABILITY-AND-EQUITY> 4,174,078 4,239,930
<SALES> 0 0
<TOTAL-REVENUES> 297 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 75,517 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (75,220) 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (75,220) 0
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
</TABLE>
