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, 1998
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>
<CAPTION>
<S> <C> <C>
September 30, December 31,
1998 1997
Cash $ 1,517 $ 7,247
Due from affiliates 16,986 30,255
Investments in and advances
to Local Limited Partnerships
accounted for on the equity
method -0- -0-
Total Assets $ 18,503 $ 37,502
LIABILITIES AND PARTNERS' (DEFICIT)
Accounts payable $ 9,525 $ -0-
Management fee payable 790,833 790,833
Payable to affiliates 558,586 558,586
Distribution payable 641 641
Total Liabilities 1,359,585 1,350,060
Partners' (Deficit):
General Partner - 5 Partnership
units authorized, issued and
outstanding (1,161) (1,127)
Limited Partners - 5,830
Partnership units authorized,
issued and outstanding (1,339,921) (1,311,431)
(1,341,082) (1,312,558)
Total Liabilities and
Partners' (Deficit) $ 18,503 $ 37,502
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
CAPITALIZATION AND PARTNERS' (DEFICIT)
URBAN IMPROVEMENT FUND LIMITED - 1972
(A Limited Partnership)
<TABLE>
<CAPTION>
<S> <C> <C>
September 30, December 31,
1998 1997
General Partner Interest - 5
Partnership 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, 1997 (6,234,852) (6,234,852)
Loss for the nine-month period
ended September 30, 1998 (28,524) -0-
(6,263,376) (6,234,852)
Partners' (deficit) at end
of period $(1,341,082) $(1,312,558)
</TABLE>
Unaudited. See accompanying notes
<PAGE>
STATEMENTS OF INCOME
URBAN IMPROVEMENT FUND LIMITED - 1972
(A Limited Partnership)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
For the Three-Month For the Nine-Month
Period Ended Period Ended
September 30, September 30,
1998 1997 1998 1997
Revenues $ 13 $ -0- $ 13 $ 424
Cost and expenses:
Professional fees 3,175 10,482 9,525 17,632
Management fee 10,000 10,000 30,000 30,000
Other expenses 34 5,156 851 24,326
13,209 25,638 40,376 71,958
Loss before equity
in loss of Local
Limited Partnerships (13,196) (25,638) (40,363) (71,534)
Equity in loss of
Local Limited
Partnerships (4,145) 34,908 11,839 45,349
Net income (loss) $ (17,341) $ 9,270 $ (28,524) $ (26,185)
Allocation of Net Loss:
Net income (loss)
allocated to General
Partner $ (15) $ 7 $ (25) $ (23)
Net income (loss)
allocated to
Limited Partners (17,326) 9,263 (28,499) (26,162)
$ (17,341) $ 9,270 $ (28,524) $ (26,185)
Net loss allocated to
Limited Partners per
Limited Partnership
Unit (5,830 units out-
standing at September 30,
1998 and 1997) $ (3) $ 2 $ (5) $ (4)
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
STATEMENTS OF CASH FLOWS
URBAN IMPROVEMENT FUND LIMITED - 1972
(A Limited Partnership)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
For the Three-Month For the Nine-Month
Period Ended Period Ended
September 30, September 30,
1998 1997 1998 1997
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income (loss) $ (17,341) $ 9,270 $(28,524) $(26,185)
Adjustments to reconcile
net income (loss) to net
cash used by operating
activities:
Equity in income
of local limited
partnerships 4,145 (34,908) (11,839) (45,349)
Decrease (increase)
in receivable from
affiliates 4,147 -0- 13,270 -0-
Increase (decrease) in
accounts payable, man-
agement fees payable
and payable to affiliates 13,175 (4,932) 9,524 (8,932)
Total adjustments 21,467 (39,840) 10,955 (54,281)
Net cash used by
operating activities 4,126 (30,570) (17,569) (80,466)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Distributions -0- 30,148 23,369 30,148
Net advances paid by
local limited
partnerships (4,145) 4,760 (11,530) 15,201
Net cash provided
by investing
activities (4,145) 34,908 11,839 45,349
NET INCREASE
(DECREASE) IN
CASH AND CASH
EQUIVALENTS (19) 4,338 (5,730) (35,117)
CASH BALANCE
AT BEGINNING
OF PERIOD 1,536 19,608 7,247 59,063
CASH BALANCE
AT END OF PERIOD $ 1,517 $ 23,946 $ 1,517 $ 23,946
</TABLE>
Unaudited. See accompanying notes.
<PAGE>
NOTES TO SUMMARIZE FINANCIAL INFORMATION
September 30, 1998
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.
<PAGE>
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
$550,833 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.
<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 three of the Local Limited Partnerships in
which the Partnership has investments.
<TABLE>
<CAPTION>
<S> <C> <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 September 30,
1998 and 1997, 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.
<PAGE>
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>
<CAPTION>
<S> <C> <C>
September 30, 1998 December 31, 1997
Capital contributions $ 1,054,287 $ 1,054,287
Distributions (540,348) (516,980)
Equity in loss (792,794) (804,632)
Advances 11,506 (24)
Unamortized costs of acquisitions 267,349 267,349
$ -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, 1998 and 1997.
<PAGE>
The components of the Partnership's equity in net income (loss) of the
local limited partnership for September 30, 1998 and 1997 is summarized
as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
For the Three-Month For the Nine-Month
Period Ended Period Ended
September 30, September 30,
1998 1997 1998 1997
Distributions received
from Partnership with
zero investment:
Lakewood
Apartments $ -0- $ -0- $ -0- $ 8,054
Angeles II -0- -0- 23,369 22,094
-0- -0- 23,369 30,148
Repayment from
(advances to)
Partnerships with
zero investment:
Angeles I (4,145) 34,908 (11,530) 15,201
(4,145) 34,908 (11,530) 15,201
$ (4,145) $ 34,908 $ 11,839 $ 45,349
</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, 1998.
<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 November 13, 1998 Michael Fulbright
(Signature)
By: Michael Fulbright, Secretary
Date November 13, 1998 John M. Orehek
(Signature)
By: John M. Orehek, Senior Vice President
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998 DEC-31-1997
<PERIOD-END> SEP-30-1998 SEP-30-1998 DEC-31-1997
<CASH> 0 1,517 7,247
<SECURITIES> 0 0 0
<RECEIVABLES> 0 16,986 30,255
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 0 18,503 37,502
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 0 18,503 37,502
<CURRENT-LIABILITIES> 0 1,359,585 1,350,060
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 0 0 0
<OTHER-SE> 0 (1,341,082) (1,312,558)
<TOTAL-LIABILITY-AND-EQUITY> 0 18,503 37,502
<SALES> 0 0 0
<TOTAL-REVENUES> 13 13 0
<CGS> 0 0 0
<TOTAL-COSTS> 0 0 0
<OTHER-EXPENSES> 13,209 40,376 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> (17,341) (28,524) 0
<INCOME-TAX> (17,341) (28,524) 0
<INCOME-CONTINUING> 0 0 0
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> (17,341) (28,524) 0
<EPS-PRIMARY> 0 0 0
<EPS-DILUTED> 0 0 0
</TABLE>
