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 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 X No .
<PAGE>
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
BALANCE SHEETS
URBAN IMPROVEMENT FUND LIMITED - 1972
(A Limited Partnership)
ASSETS
<TABLE>
<S> <C> <C>
June 30, December 31,
1997 1996
Cash $ 19,608 $ 59,063
Investments in and advances to
Local Limited Partnerships
accounted for on the equity
method -0- -0-
Total Assets $ 19,608 $ 59,063
LIABILITIES AND PARTNERS' (DEFICIT)
Accounts payable $ -0- $ 4,000
Management fee payable 780,833 780,833
Payable to affiliates 558,586 558,586
Distribution payable 641 641
Total Liabilities 1,340,060 1,344,060
Partners' (Deficit):
General Partner - 5
Partnership units
authorized, issued
and outstanding (1,132) (1,103)
Limited Partners - 5,830
Partnership units
authorized, issued and
outstanding (1,319,320) (1,283,894)
(1,320,452) (1,284,997)
Total Liabilities and
Partners' Deficit) $ 19,608 $ 59,063
Unaudited. See accompanying notes.
</TABLE>
<PAGE>
CAPITALIZATION AND PARTNERS' (DEFICIT)
URBAN IMPROVEMENT FUND LIMITED-1972
(A Limited Partnership)
<TABLE>
<S> <C> <C>
June 30, December 31,
1997 1996
General Partner Interest - 5
Partnership units issued and
outstanding $ 5,000 $ 5,000
Limited Partners' Interest -
5,830 Partnership units issued
ando utstanding 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, 1996 (6,207,291) (6,207,291)
Loss for the six-month period
ended June 30, 1997 (35,455) -0-
(6,242,746) (6,207,291)
Partners' (deficit) at end
of period $(1,320,452) $(1,284,997)
</TABLE>
Unaudited. See accompanying notes
<PAGE>
STATEMENTS OF INCOME
URBAN IMPROVEMENT FUND LIMITED - 1972
(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 $ 93 $ 603 $ 424 $ 603
Cost and expenses:
Professional fees 3,405 9,980 7,150 14,150
Management fee 10,000 10,000 20,000 20,000
Other expenses 9,452 -0- 19,170 -0-
22,857 19,908 46,320 34,150
Loss before equity in
loss of Local Limited
Partnerships (22,764) (19,305) (45,896) (33,547)
Equity in loss of Local
Limited Partnerships 10,441 74,478 10,441 74,478
Net loss $ (12,323) $ 55,173 $ (35,455) $ 40,931
Allocation of Net Loss:
Net income (loss) allocated
to General Partner $ (10) $ 48 $ (30) $ 35
Net income (loss) allocated
to Limited Partners (12,313) 55,125 (35,425) 40,896
$ (12,323) $ 55,173 $ (35,455) $ 40,931
Net loss allocated to Limited
Partners per Limited Partner-
ship Unit (5,830 units out-
standing at June 30, 1997
and 1996) $ (2) $ 9 $ (6) $ 7
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
STATEMENTS OF CASH FLOWS
URBAN IMPROVEMENT FUND LIMITED - 1972
(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 income (loss) $ (12,323) $ 55,173 $(35,455) $40,931
Adjustments to reconcile
net income (loss) to net
cash used by operating
activities:
Equity in income of local
limited partnerships (10,441) (74,478) (10,441) (74,478)
Increase (decrease) in
accounts payable, man-
agement fees payable
and payable to affiliates 6,253 (3,745) (4,000) 10,000
Total adjustments (4,188) (78,223) (14,441) (64,478)
Net cash used by
operating activities (16,511) (23,050) (49,896) (23,547)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Distributions 30,148 53,955 30,148 53,955
Net advances paid by
local limited partner-
ships (19,707) 20,523 (19,707) 20,523
Net cash provided
by investing
activities 10,441 74,478 10,441 74,478
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS (6,070) 51,428 (39,455) 50,931
CASH BALANCE AT
BEGINNING OF PERIOD 25,678 146 59,063 643
CASH BALANCE AT END
OF PERIOD $ 19,608 $ 51,574 $ 19,608 $ 51,574
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
NOTES TO SUMMARIZE FINANCIAL INFORMATION
June 30, 1997
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 $540,833 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>
<S> <C>
Date PSI Became
Local Limited Partnership General Partner
(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 June 30, 1997
and 1996, 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>
<S> <C> <C>
June 30, 1997 December 31, 1996
Capital contributions $ 1,954,289 $ 1,954,289
Distributions (516,980) (486,833)
Equity in loss (1,850,199) (1,860,639)
Advances 23,281 3,574
Unamortized costs
of acquisitions 389,609 389,609
$ -0- $ -0-
</TABLE>
<PAGE>
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 $20,000 for the six-month
period ended June 30, 1997 and 1996.
The components of the Partnership's equity in net income (loss) of the
local limited partnership 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
Distributions received from
Partnership with zero
investment:
Lakewood Apartments $ 8,054 $ 8,054 $ 8,054 $ 8,054
Angeles II 22,094 45,901 22,094 45,901
30,148 53,955 30,148 53,955
Repayment from (advances
to) Partnerships with
zero investment:
Angeles I (19,707) 20,523 (19,707) 20,523
(19,707) 20,523 (19,707) 20,523
$ 10,441 $ 74,478 $ 10,441 $ 74,478
</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 - 1972
(Registrant)
By: Interfinancial Real Estate Management
Company, General Partner
Date October 31, 1997
Michael Fulbright
(Signature)
By: Michael Fulbright, Secretary
Date October 31, 1997
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 19,608 59,063
<SECURITIES> 0 0 0
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 0 19,608 59,063
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 0 19,608 59,063
<CURRENT-LIABILITIES> 0 0 4,641
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 0 0 0
<OTHER-SE> 0 (1,320,452) (1,284,997)
<TOTAL-LIABILITY-AND-EQUITY> 0 19,608 59,063
<SALES> 0 0 0
<TOTAL-REVENUES> 93 424 0
<CGS> 0 0 0
<TOTAL-COSTS> 0 0 0
<OTHER-EXPENSES> 22,857 46,320 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> (12,323) (35,455) 0
<INCOME-TAX> (12,323) (35,455) 0
<INCOME-CONTINUING> 0 0 0
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> (12,323) (35,455) 0
<EPS-PRIMARY> 0 0 0
<EPS-DILUTED> 0 0 0
</TABLE>
