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, 1996
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 2-43162
URBAN IMPROVEMENT FUND LIMITED 1972
(Exact name of registrant as specified in its charter)
California 95-6448384
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 __XX__ No ______.
<PAGE>
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
BALANCE SHEETS
URBAN IMPROVEMENT FUND LIMITED - 1972
(A Limited Partnership)
<TABLE>
ASSETS
September 30, December 31,
1996 1995
----------- -----------
<S> <C> <C>
Cash $ 38,289 $ 643
Investments in and advances to
Local Limited Partnerships
accounted for on the equity
method -0- -0-
---------- ----------
Total Assets $ 38,289 $ 643
========== ==========
LIABILITIES AND PARTNERS' (DEFICIT)
Management fee payable $ 770,833 $ 760,833
Payable to affiliates 558,586 558,586
Distribution payable 641 641
Total Liabilities 1,330,060 1,320,060
Partners' (Deficit):
General Partner - 5 Partnership units
authorized, issued and outstanding (1,109) (1,133)
Limited Partners 5,830 Partnership units
authorized, issued and outstanding (1,290,662) (1,318,284)
----------- -----------
(1,291,771) (1,319,417)
----------- -----------
Total Liabilities and Partners' (Deficit) $ 38,289 $ 643
=========== ==========
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
CAPITALIZATION AND PARTNERS' (DEFICIT)
URBAN IMPROVEMENT FUND LIMITED - 1972
(A Limited Partnership)
<TABLE>
September 30, December 31,
1996 1995
------------ -----------
<S> <C> <C>
General Partner Interest 5 Partner-
ship units issued and outstanding $ 5,000 $ 5,000
Limited Partners' Interest 5,830
Partnership units issued and
outstanding 5,830,000 5,830,000
---------- ----------
Total 5,835,000 5,835,000
Offering Expenses (641,492) (641,492)
Distributions to partners (271,214) (271,214)
Accumulated loss through
December 31, 1995 (6,241,711) (6,241,711)
Income for the nine-month period
ended September 30, 1996 27,646 -0-
---------- ----------
(6,214,065) (6,241,711)
---------- ----------
Partners' (deficit) at end of period $(1,291,771) $(1,319,417)
============ ============
</TABLE>
Unaudited. See accompanying notes
<PAGE>
STATEMENTS OF INCOME
URBAN IMPROVEMENT FUND LIMITED - 1972
(A Limited Partnership)
<TABLE>
For the Three-Month For the Nine-month
Period Ended Period Ended
September 30, September 30,
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues $ 519 $ 20 $ 1,122 $ 111
Cost and expenses:
Professional fees 3,804 278 17,954 13,058
Other -0- -0- -0- 800
Management fee 10,000 10,000 30,000 30,000
-------- ------- -------- --------
13,804 10,278 47,954 43,858
-------- ------- -------- --------
Loss before equity in loss of
Local Limited Partnerships (13,285) (10,258) (46,832) (43,747)
Equity in income of Local Limited
Partnerships -0- -0- 74,478 9,778
---------- ---------- --------- ---------
Net income (loss) $ (13,285) $ (10,258) $ 27,646 $ (33,969)
========== ========== ========= ==========
Allocation of Net Income (Loss):
Net income (loss) allocated
to General Partner $ (11) $ (9) $ 24 $ (30)
Net income (loss) allocated
to Limited Partners (13,274) (10,249) 27,622 (33,939)
---------- ---------- -------- ----------
$ (13,285) $ (10,258) $ 27,646 $ (33,969)
========== ========== ======== ==========
Net income (loss) allocated to
Limited Partners per Limited
Partnership Unit (5,830 units
outstanding at September 30,
1996 and 1995) $ (2) $ (2) $ 5 $ (6)
========== ========== ======== ==========
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
STATEMENTS OF CASH FLOWS
URBAN IMPROVEMENT FUND LIMITED - 1972
(A Limited Partnership)
<TABLE>
For the Three-Month For the Nine-month
Period Ended Period Ended
September 30, September 30,
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (13,285) $ (10,258) $ 27,646 $ (33,969)
Adjustments to reconcile net
income (loss) to net cash
used by operating activities:
Equity in income of
local limited
partnerships -0- -0- (74,478) (9,778)
Increase (decrease) in
accounts payable, man-
agement fees payable
and payable to
affiliates -0- 10,000 10,000 30,000
--------- -------- -------- ---------
Total adjustments -0- 10,000 (64,478) 20,222
--------- -------- -------- ---------
Net cash provided
(used) by operating
activities (13,285) (258) (36,832) (13,747)
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions received -0- -0- 53,955 9,778
Net advances paid by local
limited partnerships -0- -0- 20,523 -0-
--------- --------- --------- --------
Net cash provided
(used) by investing
activities -0- -0- 74,478 9,778
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in distributions
payable -0- -0- -0- (103)
--------- --------- --------- --------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (13,285) (258) 37,646 (4,072)
CASH BALANCE AT BEGINNING OF PERIOD 51,574 2,194 643 6,008
--------- --------- --------- --------
CASH BALANCE AT END OF PERIOD $ 38,289 $ 1,936 $ 38,289 $ 1,936
========= ========= ======== =========
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
NOTES TO SUMMARIZE FINANCIAL INFORMATION
September 30, 1996
URBAN IMPROVEMENT FUND LIMITED - 1972
(A Limited Partnership)
Note 1 - Organization
- ---------------------
Urban Improvement Fund Limited (the Partnership) was formed under the
California Uniform Limited Partnership Act on February 22, 1972, for the
principal purpose of investing in other limited partnerships (Local Limited
Partnerships), which own federal and state-assisted housing projects. The
Partnership issued 5,830 units of limited partnership interest pursuant to a
public offering of such units which terminated on December 31, 1972. The
Partnership also issued five units of general partnership interest to
Interfinancial Real Estate Management Company (the General Partner). For income
tax and financial reporting purposes, profits and losses are allocated .08659
percent to the General Partner and 99.91341 percent to the Limited Partners.
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.
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 is required 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
- -----------------------------------------------------
Under the terms of the Limited Partnership Agreement (as amended), the
Partnership is required to pay the General Partner an annual management fee
equal to three tenths of one percent of invested assets or $64,325 (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 $40,000). This fee was not payable
during the first six years unless annual tax deductions plus cash distributions
aggregated $550 per unit on a cumulative basis. The required level of tax
deductions was not achieved; and, accordingly, the fee was not paid for those
years. However, fees of $240,000 were recorded as a liability to the General
Partner. Management fees totaling $530,833 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
three of the Local Limited Partnerships in which the Partnership has
investments.
<TABLE>
Date PSI Became
Local Limited Partnership General Partner
------------------------- ---------------
<S> <C>
(1) Alms Hill Apartments Limited December 1977
Angeles Apartments Associates, No. 1 December 1975
Angeles Apartments Associates, No. 2 December 1975
</TABLE>
(1) This property was sold through a resyndication during August 1984.
Note 4 - Investments in Local Limited Partnerships
- --------------------------------------------------
As of September 30, 1996 and 1995, the Partnership has investments in five
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, advances and unamortized costs of acquisition less
the Partnership's share of 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 Partnership has an investment in one Limited Partnership that sold its
real estate during 1984. This Partnership (Alms Hill Apartments, Ltd.) holds a
note receivable for a portion of the sales proceeds.
The investment in Local Limited Partnerships is comprised of:
<TABLE>
September 30, 1996 December 31, 1995
------------------ -----------------
<S> <C> <C>
Capital contributions $ 1,954,289 $ 1,954,289
Distributions (450,819) (396,864)
Equity in losses (1,893,079) (1,967,557)
Advances -0- 20,523
Unamortized costs of acquisitions 389,609 389,609
----------- -----------
$ -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.
Revenues 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.
Under the terms of the Limited Partnership Agreement (as amended), the
Partnership is required to pay the General Partner an annual management fee
equal to three tenths of one percent of invested assets or $64,325 (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 $40,000). The Partnership recorded
management fee expense of $30,000 for the nine-month period ended September 30,
1996 and 1995.
The components of the Partnership's equity in net income of the local
limited partnership for September 30, 1996 and 1995 is summarized as follows:
<TABLE>
For the Three-Month For the Nine-month
Period Ended Period Ended
September 30, September 30,
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
Distributions received from
Partnership with zero
investment:
Lakewood Apartments $ -0- $ -0- $ 8,054 $ 9,778
Angeles II -0- -0- 45,901 -0-
-------- -------- -------- ---------
-0- -0- 53,955 9,778
Repayment of advance from
Partnership with zero
investment:
Angeles II -0- -0- 20,523 -0-
-------- -------- ------- ---------
$ -0- $ -0- $ 74,478 $ 9,778
======== ======== ======== =========
</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 September 30, 1996.
<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 - 1972
(Registrant)
By: Interfinancial Real Estate Management
Company, General Partner
Date 11/15/96 Michael Fulbright
(Signature)
By: Michael Fulbright, Secretary
Date 11/15/96 John M. Orehek
(Signature)
By: John M. Orehek, Senior Vice President
