-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SsrFDEc0CqkR2/HP5CGl8e0fDjlKEzv6Nwx4YX5Q/d9naK9plp/CRIGOFjPhKmJg AHrVdntL2dxIdykmtcMAlA== 0000809034-96-000009.txt : 19961010 0000809034-96-000009.hdr.sgml : 19961010 ACCESSION NUMBER: 0000809034-96-000009 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19961009 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PACIFIC HOUSING FUND I CENTRAL INDEX KEY: 0000809034 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953938971 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 033-11194 FILM NUMBER: 96641293 BUSINESS ADDRESS: STREET 1: 1925 CENTURY PARK EAST STE 1760 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102081888 MAIL ADDRESS: STREET 2: 1925 CENTURY PARK EAST SUITE 1760 CITY: LOS ANGELES STATE: CA ZIP: 90067 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 - K/A Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended March 31, 1996 Commission File Number 33-11194 CENTURY PACIFIC HOUSING FUND-I A California Limited Partnership I.R.S. Employer Identification No. 95-3938971 1925 Century Park East, Suite 1760, Los Angeles, CA 90067 Registrant's Telephone Number: (310) 208-1888 Securities Registered Pursuant to Section 12(b) or 12(g) of the Act: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed with the Commission by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] DOCUMENTS INCORPORATED BY REFERENCE Registrant's Prospectus dated April 15, 1987, as amended (the Prospectus) and the Registrant's Supplement No. 3 dated December 21, 1988 to Prospectus dated April 15,1987 (Supplement No. 3) but only to the extent expressly incorporated by reference in Parts I through IV hereof. Capitalized terms which are not defined herein have the same meaning as in the Prospectus. TABLE OF CONTENTS PART I Page ITEM 1 BUSINESS 2 ITEM 2 PROPERTIES 3 ITEM 3 LEGAL PROCEEDINGS 6 ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 6 PART II ITEM 5 MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS 7 ITEM 6 SELECTED FINANCIAL DATA 7 ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8 ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 11 ITEM 9 CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 11 PART III ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 12 ITEM 11 EXECUTIVE COMPENSATION 13 ITEM 12 PARTNERSHIP INTEREST OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 14 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 14 PART IV ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K 15 SIGNATURES 16 PART I ITEM 1. BUSINESS Century Pacific Housing Fund-I (the Partnership) was formed on October 6, 1986 as a limited partnership under the laws of the State of California to invest in multi-family housing developments. The Partnership's business is to invest primarily in other limited partnerships (Operating Partnerships) that are organized for the purpose of either constructing or acquiring and operating existing affordable multi-family rental apartments that are eligible for the Low- Income Housing Tax Credit, or to a lesser extent, the Rehabilitation Tax Credit, both enacted by the Tax Reform Act of 1986 (sometimes referred to as Credits or Tax Credits). The Partnership invested in 21 properties (the properties). Each of the properties qualifies for the Low-Income Housing Tax Credit, and one property, a historic structure, qualifies for the Rehabilitation Tax Credit. All of these properties receive one or more forms of assistance from federal, state or local governments. A summary of the Partnership's objectives and a summary of the Tax Credits are provided in the Prospectus under "Investment Objectives and Policies" and "Federal Income Tax Aspects" on pages 45 and 79, respectively, and are incorporated herein by reference. In order to stimulate private investment in low and moderate income housing of the types in which the Partnership has invested, the federal government has provided investors with significant ownership incentives intended to reduce the risks and provide investors/owners with certain tax benefits, limited cash distributions and the possibility of long-term capital gains. The ownership incentives include interest subsidies, rent subsidies, mortgage insurance and other measures. However, there remains significant risks inherent in this type of housing. Long-term investments in real estate limit the ability of the Partnership to vary its portfolio in response to changing economic, financial and investment conditions, and such investments are subject to changes in economic circumstances and housing patterns, rising operating costs and vacancies, rent controls and collection difficulties, costs and availability of energy, as well as other factors which normally affect real estate values. In addition, these properties usually are rent restricted and are subject to government agency programs which may or may not require prior consent to transfer ownership. The Partnership acquired the properties by investing as the limited partner in Operating Partnerships which own the properties. As a limited partner, the Partnership's liability for obligations of the Operating Partnerships is limited to its investment. The Partnership made capital contributions to the Operating Partnerships in amounts sufficient to pay the Operating Partnerships' expenses and to reimburse the general partners for their costs incurred in forming the Operating Partnerships, if any, and acquiring the properties. For each acquisition, this typically included a cash down payment (in one or more installments), acceptance of the property's mortgage indebtedness, and execution of a Purchase Money Note in favor of the seller of the property. For a summary of the acquisition financing activities for each property, see the financial information contained under Item 2. The Partnership's primary objective is to provide Low-Income Housing Tax Credits to limited partners generally over a 10- year period. Each of the Partnership's Operating Partnerships has been allocated by the relevant state tax credit agency an amount of the Low-Income Housing Tax Credit for 10 years from the date the property is placed-in-service. The required holding period of the properties is 15 years (the Compliance Period). The properties must satisfy rent restrictions, tenant income limitations and other requirements (the Low-Income Housing Tax Credit Requirements) in order to maintain eligibility for recognition of the Low- Income Housing Tax Credit at all times during the Compliance Period. Once an Operating Partnership has become eligible for the Low-Income Housing Tax Credit, it may lose such eligibility and suffer an event of recapture if its property fails to remain in compliance with the Low-Income Housing Tax Credit Requirements. To date, none of the Operating Partnerships have suffered an event of recapture of the Low- Income Housing Tax Credit. All of the Operating Partnerships receive rental subsidy payments, including payments under Section 8 of Title II of the Housing and Community Development Act of 1974 ("Section 8"). The subsidy agreements expire at various times during and after the 15-year compliance period of the Operating Partnerships. The United States Department of Housing and Urban Development ("HUD") has issued a notice implementing provisions to renew Section 8 contracts expiring during HUD's fiscal year 1996, where requested by an owner, for an additional one year term at current rent levels. As of June 13, 1996, seven of the Operating Partnerships' Section 8 contracts are due to expire during 1996, one year contract extensions have been granted for three of the Operating Partnerships. The remaining four Operating Partnerships have not yet received HUD's approval of their extension requests. At the present time, the Partnership cannot reasonably predict legislative initiatives and government budget negotiations, the outcome of which could result in a reduction in funds available for the various federal and state administered housing programs including the Section 8 program. Such changes could adversely affect the future net operating income and debt structure of any or all Operating Partnerships receiving such subsidy or similar subsidies. Employees The Partnership does not employ any persons. Alternatively, the Partnership reimburses an affiliate for overhead allocation consisting primarily of payroll costs. ITEM 2. PROPERTIES As of March 31, 1996, the Partnership had acquired equity interests in Operating Partnerships as set forth in the table below. Each of the properties acquired by the Operating Partnerships receives benefits under government assistance programs. The table set forth below summarizes the properties acquired, and the purchase price, original indebtedness assumed and the government assistance programs benefitting each property. Further information concerning these properties may be found in Supplement No. 3 to the Prospectus, pages 4 through 66, which information is incorporated herein by reference and is summarized below. CPHP-V CPHP-VIII CPHP-XI CPHP-XII Jaycee Sunset Continental Yale Towers T/Homes Terrace Village Dayton, Newton, Fort Worth, Houston, OH KS TX TX 204 U. 50 U. 200 U. 180 U. ________ ________ ________ _________ Average Occupancy- 1995 99% 88% 93% 77% Purchase Price $5,700,000 $1,225,000 $4,600,000 $5,250,000 Cash Down Payment 400,196 138,000 482,883 530,894 Purchase Note 16,500 - - - Mortgage Assumed 3,000,123 751,905 2,609,991 3,075,000 Residual Note 2,283,181 335,095 1,507,126 1,644,106 Government Sec 236/ Sec 236/ Sec 236/ Assistance Payment Sec 8 Sec 236 Sec 8 Sec 8 ______________________________________________________________ CPHP XIII CPHP XIV CPHP XV CPHP XVI Atlantis Kings Row Castle Rockwell Gardens Virginia Houston, Lubbock, Oklahoma Bch, VA TX TX City,OK 208 U. 180 U. 152 U. 60 U. _________ _________ _________ _________ Average Occupancy- 1995 100% 96% 96% 92% Purchase Price $6,032,000 $3,780,000 $3,268,000 $1,235,400 Cash Down Payment 801,000 394,213 320,140 129,564 Purchase Note - - - - Mortgage Assumed 2,678,416 1,848,269 1,787,613 707,207 Residual Note 2,552,584 1,537,518 1,160,247 398,629 Gov't Assistance Sec 236/ Sec 236/ Sec 236/ Sec 236/ Program Sec 8 Sec 8 Sec 8 Sec 8 ______________________________________________________________ CPHP XVII CPHP XVIII COLEMAN CPHP XX London Sq. Ascension MANOR Holiday Village Towers Assoc.,LP Heights Oklahoma Memphis, Baltimore, Fort City, OK TN MD Worth,TX 200 U. 197 U. 50 U. 100 U. _________ _________ _________ _________ Average Occupancy- 1995 94% 100% 98% 99% Purchase Price $4,214,000 $6,727,500 $3,990,000 $2,200,000 Cash Down Payment 414,097 409,094 1,625,000 191,000 Purchase Note - 50,000 - - Mortgage Assumed 2,820,832 3,863,739 2,365,000 1,120,000 Residual Note 979,071 2,404,667 - 889,000 Gov't Assistance Sec 236/ Sec 221(d) Sec 236/ Program Sec 8 Sec 236 (4)/Sec8 Sec 8 ______________________________________________________________ CPHP XXII CPHP I CPHP II-VOA CPHP III Harriet Charter Sunset Highland Tubman Terr House Park Park Berkeley, Dothan, Denver, Topeka, CA AL CO KS 91 U. 100 U. 242 U. 200 U. ________ _________ _________ _________ 99% 100% 96% 95% Purchase Price $4,732,000 $2,146,000 $6,500,000 $6,900,000 Cash Down Payment 593,000 195,000 956,000 939,000 Purchase Note - - - - Mortgage Assumed 1,718,171 1,169,000 3,081,144 2,024,000 Residual Note 2,420,829[2] 782,000 2,462,856 3,937,000 Gov't Assistance Sec 236/ Sec 236 Sec 236/ Sec221(d) Program Sec 8 Sec 8/ (3)/Sec 8/ Flex Sub- Flex Sub- sidy Loan sidy Loan ______________________________________________________________ CPHP IV CPHP VI CPHP VII CPHP IX Forest Edgewood Gulfway Wind Glen Terrace Ridge Kansas Danville, New Orleans, Wichita, City, KS IL LA KS 160 U. 150 U. 206 U. 136 U. _________ _________ _________ _________ Average Occupancy- 1995 97% 88% 79% 83% Purchase Price $4,960,000 $3,540,000 $5,700,000 $3,500,000 Cash Down Payment 738,000 680,000 683,000 382,000 Purchase Note - - - - Mortgage Assumed 2,488,000 2,359,950 3,301,974 1,791,936 Residual Note 1,734,000 500,050 1,715,026 1,326,064 Gov't Assistance Sec 236/ Sec 8 Sec 236/ Sec 236/ Program Sec 8/ Sec 8 Sec 8/ Flex Sub- Flex Sub- sidy Loan sidy Loan ______________________________________________________________ CPHP X Bergen Circle Springfield, 201 U. TOTAL __________ __________ Average Occupancy- 1995 94% Purchase Price $12,261,000 $98,460,900 Cash Down Payment 1,768,000 12,770,081 Purchase Note - 66,500 Mortgage Assumed 6,946,158 51,508,428 Residual Note 3,546,842 34,115,891 Gov't Assistance Program Sec 236/ Sec 8 ______________________________________________________________ [1] (Coleman Manor - Purchase Price) This amount represents the development cost and not the purchase price. [2] This total includes a flex subsidy loan in the amount of $185,000 and the assumption of a prior residual note in the amount of $200,000. ______________________________________________________________ ITEM 3. LEGAL PROCEEDINGS As of June 13, 1996, there were no pending legal proceedings against the Partnership or any Operating Partnership in which it has invested. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no submissions of matters to a vote of security holders during the year ended March 31, 1996. PART II ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS There is presently no public market for the Units of limited partnership interest (the Units), and it is unlikely that any public market for the Units will develop. See the Prospectus under "Transferability of Interests" on pages 29 and 72 of the Prospectus, which information is incorporated herein by reference. The number of owners of Units as of June 13, 1996 was approximately 2,093, holding 22,315 units. As of June 13, 1996, there were no cash distributions. ITEM 6. SELECTED FINANCIAL DATA The following summary of selected financial data should be read in conjunction with Item 14, herein, which also includes a summary of the Partnership's significant accounting policies. Three Year Year Year Year Months Ended Ended Ended Ended Ended Mar 31, Mar 31, Mar 31, Mar 31, Mar 31, Operations 1996 1995 1994 1993 1992 __________ ________ ________ ________ ________ _______ Revenue $ 3,900 $ 5,000 $ 4,200 $ 5,000 $ 5,805 Operating Expenses (75,053) (72,069)(106,432)(141,671)(153,399) Equity in Net Losses of Operating Partnerships (176,789)(241,098)(256,914)(291,967)(884,861) ________ ________ ________ ________ _________ Net Loss $(247,942)(308,167)(359,146)(428,638)(1,032,455) ======== ======= ======= ======= ========= Net Loss per Unit of Limited Partnership Interest $ (11) $ (14) $ (16) $ (19) $ (45) Financial Position __________________ March March March March March 31,1996 31,1995 31,1994 31,1993 31, 1992 ________ _______ _______ _______ _________ Total Assets $547,704 $722,045 $961,812 $1,253,235$1,604,996 ======== ======= ======= ========= ========= ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Partnership raised $8,517,000 in equity capital during calendar year 1987 and raised an additional $13,798,000 through April 15, 1988. In late December 1987, the Partnership invested in eight Operating Partnerships, which own eight multi-family properties located in various states representing $45,507,000 of property value. During 1988, the Partnership invested in an additional 13 properties located in eight states representing $52,953,900 of property value. As of March 31, 1996, the Partnership's portfolio consists of 21 properties. The properties are located in 13 states and contain 3,267 residential units. The average occupancy level for each property during calendar year 1995 was approximately 94% and most properties generated sufficient revenue to cover operating costs, debt service, and the funding of reserves. For a summary of the combined financial status of the Operating Partnerships and the properties, see the financial information contained under Item 14. Liquidity and Capital Resources The Partnership is currently experiencing a liquidity problem. Under the Partnership Agreement, the Partnership is entitled to receive distributions of surplus cash from the Operating Partnerships which is to provide the funds necessary for the Partnership to meet its operating costs. To date, the Operating Partnerships have not provided sufficient cash distributions to enable the Partnership to meet its current obligations. The Partnership has also incurred allocated losses from all but one of its Operating Partnerships to the extent of the Partnership's cash contributions and has a negative working capital. As a result of the foregoing, the Partnership has been dependent upon its general partners and affiliates for continued financial support to meet its operating costs. Management maintains that the general partners and/or affiliates, though not required to do so, will continue to fund operations of the Partnership by continuing to fund operating costs and by deferring payment of allocated overhead expenses and repayment of operating cash advances. Management believes the possibility exists that one or several Operating Partnerships may require additional capital, in addition to that previously contributed by the Partnership, to sustain operations. In such case, the source of the required capital needs may be from (i) limited reserves from the Partnership (which may include distributions received from Operating Partnerships that would otherwise be available for distribution to partners), (ii) debt financing at the Operating Partnership level (which may not be available), or (iii) additional equity contributions from the general partner of the Operating Partnerships (which may not be available). There can be no assurance that any of these sources would be readily available to provide for possible additional capital requirements which may be necessary to sustain the operations of the Operating Partnerships. However, the Partnership is under no obligation to fund operating deficits of the Operating Partnerships in the form of additional contributions or loans. Due to the uncertainty of the continuation of the Section 8 program, management has been forced to look at several options to prepare for the possible lack of subsidy income to the Operating Partnerships. The loss of subsidy income to the Operating Partnerships will make it more difficult for the Operating Partnerships to provide sufficient cash distributions to the Partnership. Management has identified the courses of action they will take as a result of the potential changes to the Section 8 program. The plan that the Operating Partnerships follow will depend on the federal government's decision to implement the decentralization or elimination of HUD. HUD's proposed Mark- to-Market approach would create an atmosphere where the Projects would have to compete for residents in the conventional market. The following alternatives are listed as plans of action that management plans to pursue in response to HUD's actions: 1) HUD may transfer project control to a local Housing Authority in the form of block grants. The Housing Authority would determine the market rents based on the area market. The projects will respond to the local Housing Authority and follow their procedures and guidelines. 2) The current tenants may receive a housing voucher administered by the local Housing Authority. The projects will accept vouchers and actively seek applicants who have vouchers. The projects will also accept non-voucher residents who will pay rent amounts not to exceed the maximum rents for persons at 60% of the median income level as in compliance with Section 42 of the Internal Revenue Code (IRC). 3) If no subsidies or vouchers are given to the projects or the tenants, all rents will be raised not to exceed the maximum rents for persons at 60% of the median income level as in compliance with Section 42 of the IRC. With rental rate increases, many of the current residents will be unable to pay the higher rents, thus forcing them to move from the projects and to seek housing elsewhere. An increase in the move out rate will cause a severe cash flow strain to the project. To compensate for the loss of income and increased vacancy turnover costs, the projects will require effective marketing, competitive rental rates and possible upgrading to units and/or common areas to attract qualified applicants and maintain a low vacancy rate. 4) HUD may restructure loans in order to minimize the monthly costs to the project and reduce the chances for default. Even with reduced or eliminated payments, the project will be forced to increase rents in order to operate. 5) The final option is to buy off the HUD insured loan making the complex free from HUD's or the local Housing Authority's regulations. Tax Reform Act of 1986, Omnibus Budget Reconciliation Act of 1987, Technical and Miscellaneous Revenue Act of 1988, Omnibus Budget Reconciliation Act of 1989, and Omnibus Budget Reconciliation Act of 1990 The Partnership is organized as a limited partnership and is a "pass through" tax entity which does not, itself, pay federal income tax. However, the partners of the Partnership, who are subject to federal income tax, may be affected by the Tax Reform Act of 1986, the Omnibus Budget Reconciliation Act of 1987, the Technical and Miscellaneous Revenue Act of 1988, the Omnibus Budget Reconciliation Act of 1989 and the Omnibus Budget Reconciliation Act of 1990 (collectively the Tax Acts). The Partnership will consider the effect of certain aspects of the Tax Acts on the partners when making investment decisions. The Partnership does not anticipate that the Tax Acts will have a material adverse impact on the Partnership's business operations, capital resources, plans or liquidity. Results of Operations The Partnership generated revenue of $3,900, $5,000, and $4,200 in the fiscal years ended March 31, 1996, 1995, and 1994, respectively, which principally represents transfer fees charged to limited partners to cover administrative costs incurred by the Partnership upon the private transfer of their interests. There were $6,487,341 in tax losses generated during the Partnership's calendar tax year ended December 31, 1995, arising primarily from Operating Partnership losses allocated to the Partnership and the Partnership's general and administrative costs. The Partnership received $3,246,039 in tax credits allocated directly from the Operating Partnerships for the calendar tax year ended December 31, 1995. Inflation Inflation is not expected to have a material adverse impact on the Partnership's operations during its period of ownership of the properties. Recent Accounting Statements Not Yet Adopted In March 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". SFAS No. 121 is effective for financial statements issued for fiscal years beginning after December 15, 1995, with earlier application permitted. SFAS No. 121 addresses the accounting for long-lived assets and certain identifiable intangibles to be held and used by an entity to be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements together with the report of the independent auditors thereon are set forth at the pages indicated in Item 14. ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There are no known disagreements on any matter of accounting principles or practices of financial statement disclosure with current or predecessor auditors. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The Partnership has no officers or directors. Management of the Partnership is vested in Irwin Jay Deutch and Century Pacific Capital Corporation (CPCC) (the general partners). The general partners will involve themselves in the day-to- day affairs of the Partnership as required to protect the limited partners' investment and advance the Partnership's tax investment objectives. Mr. Deutch, the managing general partner, has the overall responsibility for the preparation and transmittal of periodic reports to the limited partners, preparation and filing of the Partnership's tax returns with the IRS and the appropriate state tax authorities, and the preparation and filing of reports to HUD and other government agencies. Following is biographical information on Mr. Deutch and the Executive Officers of CPCC: Irwin Jay Deutch Irwin Jay Deutch, age 55, is Chairman of the Board, President, and Chief Executive Officer of Century Pacific Realty Corporation (CPRC), a general partner of the Operating Partnerships that own the properties in which CPHF-I has invested, and its Affiliates. Mr. Deutch has been involved with low-income housing investments since 1968. He is the individual general partner in 62 private limited partnerships and two public limited partnerships investing in 209 properties, including 196 multi-family properties with 33,700 apartment units, 10 commercial projects, and 3 hotel properties. Fifty-eight of the 62 private limited partnerships have invested in affordable housing. In his capacity as general partner and officer of CPRC, he oversees the management of these partnerships and assumes overall responsibility for the development, direction, and operation of all affiliated CPRC companies. Mr. Deutch is recognized as an expert in the field of affordable housing and frequently addresses professional groups on topics of real estate investment, syndication, tax law, and the Low-Income Housing Tax Credit program. Mr. Deutch received a B.B.A. degree with distinction from the University of Michigan School of Business Administration in 1962 and a Juris Doctor degree with honors from the University of Michigan Law School in 1965. He is a member of the Order of the Coif. Mr. Deutch served in the Honors Program in the Office of the Chief Counsel of the Internal Revenue Service from 1965 to 1967, where he was assigned to the Interpretative Division, in Washington, D.C. He attended Georgetown Law Center and received his Master of Laws degree in taxation in 1967. Mr. Deutch is a member of the State Bars of Michigan and California, as well as the American, Federal, Los Angeles, and Beverly Hills Bar Associations. Key Officers of CPCC and Affiliates Essie Safaie, age 47, is Chief Financial Officer and Chief Operating Officer of CPRC. Prior to joining CPRC in 1988, from 1985-88 he was Vice President and Chief Financial Officer of Sunrise Investments, Inc., a real estate syndication firm with $450 million of real estate under management. During this period, Mr. Safaie was also President of an affiliated property management firm, S&L Property Management, Inc., with over 12,000 residential units and 800,000 square feet of commercial office space under direct management. From 1982 to 1985 Mr. Safaie was assistant controller of Standard Management Company, builders and managers of luxury hotels, commercial offices and residential units. From 1980-1982 he served as financial officer of Diamond "M" Drilling Company. Mr. Safaie received a B.A. degree in Business Administration from California State University with a major in accounting. Charles L. Schwennesen, age 50, is Vice President of Acquisition Finance for CPRC and is responsible for financial analysis and "due diligence" reviews of all properties acquired by CPRC. Prior to joining CPRC in 1987, he was a consultant to companies which provided investment opportunities through private placements. From 1984 to 1985 Mr. Schwennesen was Vice President of Cranston Securities Company and was responsible for the structuring of more than $30 million of mortgage revenue bond financing for affordable housing projects. From 1977 to 1984, Mr. Schwennesen was a manager with the accounting firm of Price Waterhouse where he specialized in providing auditing and consulting services to publicly held California real estate development companies involved in the affordable housing industry. Mr. Schwennesen is a Certified Public Accountant and holds a Masters degree in Business Administration from the UCLA Graduate School of Management and a B.A. degree in Mathematics from UCLA. ITEM 11. EXECUTIVE COMPENSATION The Partnership has no officers or directors. However, in connection with the operations of the Partnership and the Operating Partnerships, the general partners and their affiliates will or may receive certain fees, compensation, income and other payments which are described in the Prospectus under "Compensation, Fees and Reimbursements" on page 17, the terms of which are incorporated herein by reference. During the fiscal years ended March 31, 1996, 1995 and 1994, CPCC, a general partner of the Partnership, and CPRC, a general partner of the Operating Partnerships, earned $505,381, $503,607 and $500,016, respectively, in compensation from the Operating Partnerships, and $60,000 was accrued for each fiscal year for the reimbursement for overhead allocation from Century Pacific Investment Corporation (CPIC). During fiscal year 1996, the general partners received no payments from the Operating Partnerships. ITEM 12. PARTNERSHIP INTEREST OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT No partner in the Partnership owns more than 5% of the total number of partnership interests outstanding. Irwin J. Deutch, the managing general partner, holds a one-half percent general partnership interest and C.P. Westwood Associates holds a one percent limited partnership interest. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Irwin J. Deutch is the managing general partner of the Partnership, and CPCC is also a general partner. Irwin J. Deutch is the sole Director and President of CPCC, and the stock of CPCC is solely owned by the Deutch Family Trust. Mr. Deutch is also the President, sole Director and the Deutch Family Trust is the sole stockholder of Century Pacific Realty Corporation (CPRC), the general partner of the Operating Partnerships that own the properties in which the Partnership has invested. The general partners were allocated their proportionate share of the Partnership's tax losses and allocated tax credits. CPCC and CPRC accrued certain fees for their services in managing and advising the Partnership and its business. Century Pacific Investment Corporation (CPIC), an affiliate, provides all the services and materials necessary for the operation of the Partnership and is reimbursed for actual costs. These transactions are more particularly set forth in the notes to the financial statements found under Item 14. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K Page (a) The following documents are filed as part of this report: (1) Financial Statements Independent Auditors' Report F - 1 Balance Sheets at March 31, 1996 and 1995 F - 18 Statements of Operations for the Years Ended March 31, 1996, 1995, and 1994 F - 19 Statements of Partners' Equity (Deficit)for the Years Ended March 31, 1996, 1995, and 1994 F - 20 Statements of Cash Flows for the Years Ended March 31, 1996,1995 and 1994 F - 21 Notes to Financial Statements F - 22 (2) Financial Statement Schedules Schedule III - Real Estate and Accumulated Depreciation of Operating Partnerships in which CPHF-I has Limited Partnership Interests F - 32 Notes to Schedule III - Real Estate and Accumulated Depreciation of Operating Partnerships in which CPHF-I has Limited Partnership Interests F - 35 Schedule IV - Mortgage Loans on Real Estate of Operating Partnerships in which CPHF-I has Limited Partnership Interests F - 38 Notes to Schedule IV - Mortgage Loans on Real Estate of Operating Partnerships in which CPHF-I has Limited Partnership Interests F - 44 All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. (b) Reports on Form 8-K Registrant has not filed a Current Report on Form 8-K during the year ended March 31, 1996. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CENTURY PACIFIC HOUSING FUND-I By: Irwin Jay Deutch, as Managing General Partner Irwin J. Deutch Date: _____________ ________________________________ and Century Pacific Capital Corporation, as Corporate General Partner and as Attorney-in-Fact for all Investor Limited Partners Irwin J. Deutch Date: _____________ By: ______________________________ Irwin J. Deutch, President EX-27 2
5 YEAR YEAR MAR-31-1996 MAR-31-1995 MAR-31-1996 MAR-31-1995 1,754 1,130 0 0 0 0 0 0 0 0 15,549 13,725 0 0 0 0 547,704 722,045 715,998 642,397 0 0 0 0 0 0 0 0 0 0 547,704 722,045 3,900 5,000 3,900 5,000 0 0 0 0 75,053 72,069 (247,942) (308,167) 0 0 (247,942) (308,167) 0 0 0 0 0 0 0 0 0 0 (247,942) (308,167) 0 0 0 0
EX-99 3 REZNICK FEDDER AND SILVERMAN 217 East Redwood St. Suite 1900. Baltimore, MD 21202-3316 INDEPENDENT AUDITORS' REPORT To the Partners Century Pacific Housing Fund-I We have audited the accompanying balance sheets of Century Pacific Housing Fund-I as of March 31, 1996 and 1995, and the related statements of operations, partners' equity (deficit) and cash flows for each of the three years in the period ended March 31, 1996. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of certain operating limited partnerships for the years ended December 31, 1995 and 1994, in which the Partnership owns a limited partnership interest. The investment in such partnerships comprises 38% and 42% of the assets as of March 31, 1996 and 1995, respectively, and 40% and 42% of the Partnership's loss for the years ended March 31, 1996 and 1995, respectively. The financial statements of these operating partnerships were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to information relating to these partnerships, is based solely on the reports of the other auditors. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion. In our opinion, based on our audits and the reports of the other auditors , the financial statements referred to above present fairly, in all material respects, the financial position of Century Pacific Housing Fund-I as of March 31, 1996 and 1995, and the results of its operations, the changes in its partners' equity (deficit) and its cash flows for each of the three years in the period ended March 31, 1996, in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Partner-ship will continue as a going concern. As discussed in Note 2 to the financial statements, the Partnership's Operating Partnerships have not achieved the operating results required to provide the Partnership with sufficient cash distributions to fund the Partnership's administrative costs. Additionally, the Partnership has incurred allocated losses from all but one of its Operating Partnerships to the extent of the Partnership's cash contributions. As a result of the foregoing, the Partnership is dependent upon the general partners and affiliates for continued financial support. The auditors' report on seven of the Operating Partnerships' financial statements contained an explanatory paragraph relating to a going concern issue concerning the expiration of the Housing Assistance Payment Contract. As discussed in Note 2 to the financial statements, these Operating Partnerships had Housing Assistance Payment Contracts with the U.S. Department of Housing and Urban Development which are due to expire during 1996. These factors raise substantial doubt about the Partnership's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We have also prepared, from information audited by us and other auditors, the related financial statement schedules listed in Item 14 (a)(2) as of December 31, 1995. In our opinion, the financial statement schedules present fairly, in all material respects, the information required to be set forth therein. Reznick Fedder and Silverman (Sgd.) Baltimore, Maryland June 13, 1996 CENTURY PACIFIC HOUSING FUND-I BALANCE SHEETS MARCH 31, 1996 AND 1995 1996 1995 ____ ____ ASSETS Cash $1,754 $1,130 Receivable from related party (Note 3) 15,549 13,725 Investments in Operating Part- nerships (Notes 1 and 4) 530,401 707,190 _______ _______ $547,704 $722,045 ________ ________ LIABILITIES AND PARTNERS' EQUITY (DEFICIT) Accounts payable and accrued expenses $20,840 $22,300 Advance from affiliate (Note 3) 59,755 59,755 Payable to related parties (Note 3) 635,403 560,342 _______ _______ 715,998 642,397 _______ _______ Commitments and contingencies (Note 6) - - Partners' equity (deficit) General Partners (382,088) (377,129) Limited Partners, $1,000 stated value per unit, 50,000 units authorized, 22,315 units issued and outstanding 213,794 456,777 _______ _______ (168,294) 79,648 ________ _______ $547,704 $722,045 ________ ________ -See notes to financial statements- CENTURY PACIFIC HOUSING FUND-I STATEMENT OF OPERATIONS YEARS ENDED MARCH 31, 1996, 1995 AND 1994 1996 1995 1994 ____ ____ ____ Revenues Transfer Fees $3,900 $5,000 $4,200 ______ ______ ______ Expenses Allocated overhead expenses-affiliate 60,000 60,000 60,000 Other general and administrative 15,053 12,069 10,492 Amortization (Note 1) - - 35,940 _______ _______ _______ 75,053 72,069 106,432 _______ _______ _______ Loss before equity in net losses of Oper- ating Partnerships (71,153) (67,069) (102,232) Equity in net losses of Operating Part- nerships (Note 4) (176,789) (241,098) (256,914) ________ ________ ________ Net Loss ($247,942)($308,167)($359,146) _________ _________ _________ Allocation of net loss General Partners ($4,959) ($6,163) ($7,183) Limited Partners (242,983) (302,004) (351,963) ________ ________ ________ ($247,942)($308,167)($359,146) ________ ________ ________ Net loss per unit of limited partner- ship interest (Note 1) ($11) ($14) ($16) _____ _____ _____ Average number of outstanding units 22,315 22,315 22,315 ______ ______ ______ -See notes to financial statements- CENTURY PACIFIC HOUSING FUND-I STATEMENTS OF PARTNERS' EQUITY (DEFICIT) YEARS ENDED MARCH 31, 1996, 1995 AND 1994 Original General Limited Limited Partners Partner Partners Total ________ ________ _______ _______ Equity (deficit) at March 31, 1993 $(363,783) $ - $1,110,744 $746,961 Net loss (7,183) - (351,963)(359,146) ________ ________ ________ _______ Equity (deficit) at March 31, 1994 (370,966) - 758,781 387,815 Net loss (6,163) - (302,004)(308,167) ________ _______ _______ ________ Equity (deficit) at March 31, 1995 (377,129) - 456,777 79,648 Net loss (4,959) - (242,983)(247,942) ________ ________ _______ _______ Equity (deficit) at March 31, 1996 $(382,088) - $213,794$(168,294) ========= ======= ======== ======= Percentage interest at March 31, 1996 1% 1% 98% 100% CENTURY PACIFIC HOUSING FUND-I STATEMENTS OF CASH FLOWS YEARS ENDED MARCH 31, 1996, 1995 AND 1994 1996 1995 1994 ________ ________ ________ Cash flows from operating activities Net loss $(247,942) $(308,167)$(359,146) Adjustments to reconcile net loss to net cash provided by operating activities Equity in net losses of Operating Partnerships 176,789 241,098 256,914 Decrease in accounts payable and accrued expenses (1,460) - (19,139) Increase in payable to related parties 75,061 68,400 86,862 Amortization of organization costs 35,940 _______ _______ _______ Net cash provided by operating activities 2,448 1,331 1,431 _______ _______ _______ Cash flows from investing activities Advance to affiliate (1,824) (1,534) (265) _______ _______ _______ Net cash used in investing activities (1,824) (1,534) (265) _______ _______ _______ Net increase (decrease) in cash 624 (203) 1,166 Cash at beginning of period 1,130 1,333 167 _______ _______ _______ Cash at end of period $1,754 $1,130 $1,333 ======= ======= ======= NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Century Pacific Housing Fund-I, a California limited partnership, (the Partnership), was formed on October 6, 1986 for the purpose of raising capital by offering and selling limited partnership interests and then acquiring limited partnership interests in 21 limited partnerships (the Operating Partnerships), which acquired and operate 21 multi- family residential apartment properties (the properties). The general partners of the Partnership are Century Pacific Capital Corporation, a California corporation (CPCC), and Irwin Jay Deutch, an individual (collectively, the general partners). The general partners and affiliates of the general partners (the general partners and affiliates) have interests in the Partnership and receive compensation from the Partnership and the Operating Partnerships (Note 3). The properties qualify for the Low-Income Housing Tax Credit established by Section 42 of the Tax Reform Act of 1986 (the Low-Income Housing Tax Credit) and one property qualifies for Historic Rehabilitation Tax Credits (collectively the Tax Credits). These properties are leveraged low-income multi- family residential complexes and receive one or more forms of assistance from federal, state or local government agencies (the Government Agencies). In July 1987, the Partnership began raising capital from sales of limited partnership interests, at $1,000 per unit, to limited partners. The Partnership authorized the issuance of a maximum of 50,000 partnership units of which 22,315 were subscribed and issued. The limited partnership interest offering closed in April 1988. The Partnership has acquired limited partnership interests ranging from 97% to 99% in the Operating Partnerships, which have invested in rental property. Method of Accounting for Investments in Operating Partnerships The Partnership uses the equity method to account for its investments in the Operating Partnerships in which it has invested (Note 4). Under the equity method of accounting, the investment is carried at cost and adjusted for the Partnership's share of the Operating Partnerships' results of operations and by cash distributions received. Equity in the loss of each Operating Partnership allocated to the Partnership is not recognized to the extent that the investment balance would become negative. Costs paid by the Partnership for organi-zation of the Operating Partnerships as well as direct costs of acquiring properties, including acquisition fees and reimbursable acquisition expenses paid to the general partner, have been capitalized as investments in Operating Partnerships. Basis of Accounting The Partnership maintains its financial records on the tax basis. Memorandum entries, while not recorded in the records of the Partnership, have been made in order to prepare the financial statements in accordance with generally accepted accounting principles. On August 7, 1991, management of the Partnership changed from a calendar year end to a fiscal year end of March 31 for financial reporting purposes. Accordingly, the Partnership's quarterly periods end June 30, September 30, and December 31. The Operating Partnerships, for financial reporting purposes, have a calendar year. The Partnership, as well as the Operating Partnerships, have a calendar year for income tax purposes. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Deferred Organization Costs Deferred organization costs were amortized on a straight line basis over a period of sixty- months. These costs were fully amortized during the year ended March 31, 1994. Income Taxes No provision has been made for income taxes in the accompanying financial statements since such taxes and/or the recapture of the Low-Income Housing Tax Credit benefits received, if any, are the liability of the individual partners. The Partnership uses the accrual method of accounting for tax purposes. Net Loss per Unit of Limited Partnership Interest Net loss per unit of limited partnership interest is calculated based upon the weighted average number of units of limited partnership interest (units) outstanding, which is 22,315 for the years ended March 31, 1996, 1995, and 1994. NOTE 2 - REALIZATION OF ASSETS The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplates continuation of the Partnership as a going concern. The Partnership's Operating Partnerships have not achieved the operating results required to provide the Partnership with sufficient cash distributions to fund the Partnership's administrative costs. Additionally, the Partnership has incurred allocated losses from all but one of its Operating Partnerships to the extent of the Partnership's cash contributions. As a result of the foregoing, the Partnership is dependent upon the general partners and affiliates for continued financial support. The auditors' report on seven of the Operating Partnerships' financial statements contained an explanatory paragraph relating to a going concern issue concerning the expiration of the Housing Assistance Payment Contract. These Operating Partnerships have Housing Assistance Payment Contracts with the U.S. Department of Housing and Urban Development (HUD) that are due to expire during 1996. As of June 13, 1996, three of the Operating Partnerships have been granted one year extensions. Management has requested one year extensions for the remaining four Operating Partnerships, however, as of June 13, 1996, these extensions have not been granted. Management maintains that the general partners and affiliates, though not required to do so, will continue to fund operations by deferring payment to related parties of allocated overhead expenses, and by funding any Partnership operating costs. Unpaid allocated overhead expenses will accrue and become payable when the Operating Partnerships generate sufficient cash distributions to the Partnership to cover such expenses. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 3 - TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES OF THE GENERAL PARTNERS The general partners of the Partnership are CPCC and Irwin Jay Deutch. The original limited partner of the Partnership is Westwood Associates which partners are Irwin Jay Deutch and key employees of CPCC. Century Pacific Placement Corporation (CPPC), an affiliate of the general partners, served as the broker-dealer-manager for sales of the limited partnership interests in the Partnership. Century Pacific Realty Corporation (CPRC), an affiliate of CPCC, is a general partner in each of the Operating Partnerships. The general partners have an aggregate one percent interest in the Partnership, as does the original limited partner. CPRC has a one percent interest in each of the Operating Partnerships, except for one Operating Partnership in which it has a one-half percent interest. The general partners and affiliates receive compensation and reimbursement of expenses from the Partnership, as set forth in the limited partnership agreement, for their services in managing the Partnership and its business. The general partners and affiliates also receive compensation and reimbursement of expenses from the Operating Partnerships. This compensation and reimbursement includes services provided to the Partnership during its offering stage, acquisition stage, operational stage, and termination or refinancing stage. The general partners and affiliates earned the following fees for services provided to the Partnership and were entitled to reimbursement for costs incurred by the general partners and affiliates on behalf of the Partnership and the Operating Partnerships for the years ended March 31, 1996, 1995 and 1994 as follows: 1996 1995 1994 ________ ________ ________ Fees and reimbursement from the Partnership Reimbursement for overhead allocated from Century Pacific Investment Corporation (CPIC) $ 60,000 $ 60,000 $ 60,000 ________ ________ _______ Fees and reimbursement from the Operating Partnerships Supervisory management fee (CPCC and CPRC) 152,115 152,115 152,115 Partnership management fee (CPCC and CPRC) 353,266 351,492 347,901 _______ _______ _______ 505,381 503,607 500,016 _______ _______ _______ $565,381 $563,607 $560,016 ======= ======= ======= At March 31, 1996 and 1995, payable to related parties consists of fees and certain general and administrative costs accrued as payable by the Partnership to the general partners and affiliates relating to the above and prior year's amounts totalling $635,403 and $560,342, respectively. Such fees and allocated costs have been deferred until the Partnership has sufficient cash to pay them. Receivable from related party of $15,549 and $13,725 at March 31, 1996 and 1995, respectively, represents cash advances to several of the Operating Partnerships, and the payment of state franchise taxes for CPHP III, IV, V, VIII, IX, XVIII, XX, and XXII. At March 31, 1996 and 1995, CPRC was owed $59,755 for non- interest bearing, demand cash advances to the Partnership during the fiscal year ended March 31, 1993 and the calendar year ended December 31, 1990. The general partners may advance funds to the Partnership to fund operating deficits, but are not obligated to do so. Such advances shall be evidenced by a promissory note of a term no more than 12 months in length and at a rate of interest no lower than the prime rate. All such loans shall be repaid prior to any distributions of net cash flow. At March 31, 1996 and 1995, the Partnership had no outstanding advances due to the general partners. NOTE 4 - INVESTMENTS IN OPERATING PARTNERSHIPS At March 31, 1996 and 1995, the Partnership owned limited partnership interests in 21 Operating Partnerships, each of which has invested in a multi-family rental property. Investments in Operating Partnerships consist of the following: March 31, ____________________ 1996 1995 _________ _________ Cash contributions to Operating Partnerships to fund purchase of beneficial interests in properties $15,497,467 $15,497,467 Cash contributions to Operating Partnerships to fund operations 6,150 6,150 Cash distribution from Operating Partnership (6,326) (6,326) Acquisition and organization costs 3,342,778 3,342,778 Equity in net losses of Operating Partnerships (18,309,668)(18,132,879) __________ __________ $ 530,401 $ 707,190 ========== ========== A summary of the combined balance sheets as of December 31, 1995 and 1994 and combined statements of operations of the aforementioned Operating Partnerships for the years then ended follows: COMBINED BALANCE SHEETS 1995 1994 Assets ______ Cash $ 507,155 $ 322,989 Reserve for replacements 2,697,845 2,968,740 Land and buildings 73,486,874 76,861,018 Other assets 3,412,642 3,406,975 ____________ ____________ $ 80,104,516 $ 83,559,722 ============ ============ Liabilities and Partners' Deficit _________________________________ Notes payable $112,793,239 $108,870,670 Other liabilities 3,922,513 3,539,293 ____________ ____________ 116,715,752 112,409,963 Partners' deficit (36,611,236) (28,850,241) ____________ ___________ $ 80,104,516 $83,559,722 ============ =========== COMBINED STATEMENTS OF OPERATIONS 1995 1994 ___________ __________ Revenue Rental income $15,021,821 $14,073,899 Other income 322,854 401,698 __________ __________ 15,344,675 14,475,597 __________ __________ Expenses Utilities 2,629,381 2,696,414 Repairs and maintenance 4,210,570 3,760,778 Management fees 1,194,622 1,129,787 Other operating expenses 1,371,859 5,011,124 Interest 9,348,495 5,295,948 Depreciation and amortization 4,199,930 4,200,321 __________ __________ 22,954,857 22,094,372 Net loss $(7,610,182) $(7,618,775) ========== ========== Allocation of loss General Partners and other Limited Partners $(7,433,393) $(7,377,677) CPHF-I (176,789) (241,098) __________ __________ $(7,610,182 $(7,618,775) =========== =========== NOTE 5 - INCOME TAXES A reconciliation of the financial statement net loss of the Partnership for the years ended March 31, 1996, 1995 and 1994, to the tax return net loss for the years ended December 31, 1995, 1994 and 1993 are as follows: 1996 1995 1994 ________ _______ ________ Financial statement net loss for the years ended March 31, 1996, 1995 and 1994 $247,942 $308,167 $359,146 Add (less) transactions occurring between: January 1, 1993 to March 31, 1993 - - 34,168 January 1, 1994 to March 31, 1994 25,558 (25,558) January 1, 1995 to March 31, 1995 16,767 (16,767) - January 1, 1996 to March 31, 1996 (17,789) - - _________ _________ _________ Adjusted financial statement net loss for the years ended December 31, 1995, 1994 and 1993 246,920 316,958 367,756 Excess of book amortization over tax amortization - - (35,940) Differences arising from investment in local partnerships 6,243,567 6,234,394 5,324,301 Other timing differences between book and tax (3,146) (21,847) (1,940) _________ __________ _________ Tax return net loss for the years ended December 31, 1995, 1994 and 1993 $6,487,341 $6,529,505 $5,654,177 ========== ========== ========== In addition, the difference between the equity in the investment in local partnerships for tax return and financial statement purposes at December 31, 1995 is as follows: Investment in local partnership - financial statements $ 530,401 Investment in local partnership - tax return (29,018,125) ___________ $(28,487,724) =========== NOTE 6 - COMMITMENTS AND CONTINGENCIES The rents of the Operating Partnerships, all of which receive rental subsidy payments, including payments under Section 8 of Title II of the Housing and Community Development Act of 1974 ("Section 8") are subject to specific laws, regulations, and agreements with federal and state agencies. The subsidy agreements expire at various times during and after the 15- year compliance period of the Operating Partnerships. The United States Department of Housing and Urban Development ("HUD") has issued a notice implementing provisions to renew Section 8 contracts expiring during HUD's fiscal year 1996, where requested by an owner, for an additional one year term at current rent levels. As of June 13, 1996, seven of the Operating Partnerships' Section 8 contracts are due to expire during 1996, one year contract extensions have been granted for three of the Operating Partnerships. The remaining four Operating Partnerships have not yet received HUD's approval of their extension requests. At the present time, the Partnership cannot reasonably predict legislative initiatives and governmental budget negotiations, the outcome of which could result in a reduction in funds available for the various federal and state administered housing programs including the Section 8 program. Such changes could adversely affect the future net operating income and debt structure of any or all Operating Partnerships receiving such subsidy or similar subsidies. NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS The following disclosure of the estimated fair value of financial instruments is made in accordance with the requirements of SFAS No. 107 "Disclosure about Fair Value of Financial Instruments". The estimated fair value amounts have been determined using available market information, assumptions, estimates and valuation methodologies. Cash, Receivable From/Payable to Related Parties, Advances from Affiliate and Accounts Payable and Accrued Expenses At March 31, 1996 and 1995, the carrying amounts reported on the balance sheet approximate fair value. Investment in Operating Partnerships It is not practical to determine fair values of the Partnership's investment in Operating Partnerships. CENTURY PACIFIC HOUSING FUND-I SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION OF OPERATING PARTNERSHIPS IN WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS DECEMBER 31, 1995 CPHP-I VOA-SUNSET CPHP-III CPHP-IV Charter Park,Ltd. Highland Forest House Sunset Pk. Park Glen Dothan,AL Denver,CO Topeka,KS K.C.,KS _________ _________ _________ _________ Encumbrances 2,329,540 8,045,422 9,427,011 5,713,004 Initial Cost to Operating Part- nership: Land 179,578 803,595 434,475 427,519 Bldgs.& Improv 1,918,124 5,696,405 6,465,525 4,469,134 Cost Capitalized Subsequent to Acquisition: Land - 7,305 251 292 Bldgs.& Improv 74,467 629,006 519,452 218,866 Gross Amounts at Which Carried at Close of Year: Land 179,577 810,900 434,726 427,811 Bldgs.& Improv 1,992,591 6,325,311 6,984,977 4,688,000 Total 2,172,168 7,136,311 7,419,703 5,115,811 Accumulated Deprn- Bldgs.& Improv 597,122 1,961,513 2,715,010 1,598,177 Date of Construction 1972 1971 1967 1971 Date Acquired 12/87 12/87 12/87 12/87 Date Upon Which Deprn in Latest Income Statement is Computed 27.5 yrs. 10-50 yrs. 10-40 yrs. 40 yrs. ______________________________________________________________ CPHP-VI CPHP-VII CPHC-IX CPHP-X Edgewood Gulfway Wind Ridge Bergen Terrace Circle Danville, New Orleans, Wichita, Springfield IL LA KS IL _________ _________ _________ _________ Encumbrances 2,991,734 5,742,744 3,596,421 13,601,720 Initial Cost to Operating Part- nership: Land 223,418 270,343 169,514 925,439 Bldgs.& Improv 3,316,582 5,429,657 3,330,486 11,335,561 Cost Capitalized Subsequent to Acquisition: Land - 237 146 767 Bldgs.& Improv 250,555 261,310 480,250 994,845 Gross Amounts at Which Carried at Close of Year Land 223,418 270,580 169,660 926,206 Bldgs.& Improv 3,567,137 5,690,967 3,810,736 12,330,406 Total 3,790,555 5,961,547 3,980,396 13,281,612 Accumulated Deprn- Bldgs.& Improv 1,049,976 1,954,765 1,365,892 3,694,072 Date of Construction 1970 1970 1969 1976 Date Acquired 12/87 12/87 12/87 12/87 Life Upon Which Depreciation in Latest Income Statement is Computed 27.5 yrs. 10-40 yrs. 10-40 yrs. 27.5 yrs. ______________________________________________________________ CPHP-V CPHP-VIII CPHP-XI CPHP-XII Jaycee Sunset Continental Yale Towers Townhouses Terrace Village Fort Worth, Houston, Dayton,OH Newton,KS TX TX _________ _________ _________ _________ Encumbrances 7,144,303 1,336,512 5,247,031 7,285,063 Initial Cost to Operating Part- nership: Land 599,719 50,259 231,946 299,925 Bldgs.& Improv 5,096,481 1,174,741 4,368,054 4,950,075 Cost Capitalized Subsequent to Acquisition: Land - 138 1,049 1,364 Bldgs.& Improv 286,286 99,092 555,627 348,941 Gross Amount at Which Carried at Close of Year: Land 599,719 50,397 232,995 301,289 Bldgs.& Improv 5,382,767 1,273,833 4,923,681 5,299,016 Total 5,982,486 1,324,230 5,156,676 5,600,305 Accumulated Deprn- Bldgs.& Improv 1,406,176 413,602 1,688,913 2,002,159 Date of Construction 1970 1971 1971 1970 Date Acquired 10/88 08/88 10/88 08/88 Life Upon Which Depreciation in Latest Income Statement is Computed 27.5 yrs. 40 yrs. 20-40 yrs. 20-40 yrs. ______________________________________________________________ CPHP-III CPHP-XIV CPHP-XV CPHP-XVI Atlantis Kings Row Castle Rockwell Gardens Villa Virginia Houston, Lubbock, Oklahoma Beach,VA Texas Texas City,OK _________ _________ _________ _________ Encumbrances 7,153,172 4,750,955 3,899,176 1,408,214 Initial Cost to Operating Part- nership: Land 520,607 193,458 161,989 75,255 Bldgs.& Improv 5,382,387 3,586,542 3,106,011 1,160,145 Cost Capitalized Subsequent to Acquisition: Land 2,861 947 821 1,168 Bldgs.& Improv 448,537 613,452 483,972 198,373 Gross Amount at Which Carried at Close of Year: Land 523,468 194,405 162,810 76,423 Bldgs.& Improv 5,830,924 4,199,994 3,589,983 1,358,518 Total 6,354,392 4,394,399 3,752,793 1,434,941 Accumulated Deprn- Bldgs.& Improv 1,951,126 1,476,208 1,147,553 410,064 Date of Construction 1970 1968 1971 1970 Date Acquired 07/88 08/88 07/88 07/88 Life Upon Which Depreciation in Latest Income Statement is Computed 20-40 yrs. 20-40 yrs. 15-40 yrs. 27.5 yrs. ______________________________________________________________ CPHP-XVII CPHP-XVIII COLEMAN CPHP-XX London Sq. Ascencion Manor Assoc. Holiday Village Towers Coleman Mnr. Heights Oklahoma Memphis, Baltimore, Fort Worth, City,OK TN MD TX _________ _________ _________ _________ Encumbrances 4,629,274 8,006,424 2,329,143 2,674,410 Initial Cost to Operating Part- nership: Land 203,978 176,341 61,281 202,445 Bldgs.& Improv 4,009,000 6,551,159 3,384,621 1,942,864 Cost Capitalized Subsequent to Acquisition: Land - - - - Bldgs.& Improv 543,177 602,632 144,078 165,097 Gross Amount at Which Carried at Close of Year: Land 203,978 176,341 61,281 202,445 Bldgs.& Improv 4,552,177 7,153,791 3,528,699 2,107,961 Total 4,756,155 7,330,132 3,589,980 2,310,406 Accumulated Deprn- Bldgs.& Improv 1,593,154 2,078,582 925,015 655,223 Date of Construction 1975 1975 1903 1972 Date Acquired 08/88 08/88 05/88 10/88 Life Upon Which Depreciation in Latest Income Statement is Computed 27.5 yrs. 27.5 yrs. 27.5 yrs 32 yrs. _____________________________________________________________ CPHP-XXII Harriet Tubman Terrace Berkeley,CA TOTAL ___________ ___________ Encumbrances 5,481,966 $112,793,239 Initial Cost to Operating Partner- ship: Land 361,275 6,572,359 Bldgs.& Improv 3,807,339 90,480,893 Cost Capitalized Subsequent to Acquisition: Land 5,096 22,442 Bldgs.& Improv 399,040 8,317,055 Gross Amount at Which Carried at Close of Year: Land 366,372 6,594,801 Bldgs.& Improv 4,206,379 98,797,948 Total 4,572,751 105,392,749 Accumulated Deprn- Bldgs.& Improv 1,221,573 31,905,875 Date of Construction 1975 Date Acquired 08/88 Life Upon Which Depreciation in Latest Income Statement is Computed 27.5 yrs. NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION OF OPERATING PARTNERSHIPS IN WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS DECEMBER 31, 1995 NOTE 1 - DESCRIPTION OF PROPERTIES The properties held by the Operating Partnerships in which the Partnership has invested are housing projects, primarily for families and elderly or handicapped individuals of low and moderate income. NOTE 2 - SCHEDULE OF ENCUMBRANCES Operating Partnership Name and Property Residual Purchase Other Name Mortgages Notes Notes Notes Total ____________ ________ ________ ________ _______ _______ CPHP-I Charter House $988,603 $1,340,937 $ - $ - $2,329,540 CPHP-II VOA/Sunset Park, Ltd. Sunset Park 2,668,148 4,718,048 - 659,226 8,045,422 CPHP-III Highland Park 1,398,319 7,531,527 - 497,165 9,427,011 CPHP-IV Forest Glen Estates 2,126,995 3,317,258 - 268,751 5,713,004 CPHP-V Jaycee Towers 2,636,776 3,996,214 - 511,313 7,144,303 CPHP-VI Edgewood 2,099,921 712,882 - 178,931 2,991,734 CPHP-VII Gulfway Terr 2,874,445 2,569,316 - 298,983 5,742,744 CPHP-VIII Sunset Town- houses 649,779 620,466 - 66,267 1,336,512 CPHP-IX Wind Ridge 1,500,174 2,013,406 - 82,841 3,596,421 CPHP-X Bergen Circle 6,360,472 6,778,852 - 462,396 13,601,720 CPHP-XI Continental Terrace 2,239,107 2,679,355 - 328,569 5,247,031 CPHP-XII Yale Village 2,625,525 3,033,960 -1,625,578 7,285,063 CPHP-XIII Atlantis 2,298,565 4,639,610 - 214,997 7,153,172 CPHP-XIV Kings Row 1,537,403 2,810,011 - 403,541 4,750,955 CPHP-XV Castle Gardens1,556,252 2,132,187 - 210,737 3,899,176 CPHP-XVI Rockwell Villa 582,065 716,882 - 109,267 1,408,214 CPHP-XVII London Square Village 2,378,516 1,781,453 - 469,305 4,629,274 CPHP-XVIII Ascension Twr 3,384,699 4,347,930 - 273,795 8,006,424 Coleman Manor Associates Limited Partnership Coleman Manor 2,167,723 - - 161,420 2,329,143 CPHP-XX Holiday Heights 963,323 1,622,864 - 88,223 2,674,410 CPHP-XXII Harriet Tubman Terrace 1,503,242 3,613,105 221,500 144,119 5,481,966 _________ _________ _______ _______ _________ $44,540,052$60,976,263$221,500$7,055,424$112,793,239 =========== ========== ======= ========= =========== NOTE 3 - INCOME TAX BASIS The aggregate cost of the land for federal income tax purposes is $6,594,801 and the aggregate cost of buildings and improvements for federal income tax purposes is $98,673,900. The total of the above mentioned items is $105,268,701. NOTE 4 - RECONCILIATION OF REAL ESTATE AND ACCUMULATED DEPRECIATION Accumulated Cost Depreciation ___________ ____________ Balance at December 31, 1992 $103,965,118 $19,393,980 Additions during year: Depreciation - 4,210,916 Improvements 346,280 - ___________ __________ Balance at December 31, 1993 104,311,398 23,604,896 Additions during year: Improvements 354,837 - Depreciation - 4,200,321 ___________ __________ Balance at December 31, 1994 104,666,235 27,805,217 Additions during year: Improvements 825,786 - Depreciation - 4,199,930 Disposals (99,272) (99,272) ____________ ___________ Balance at December 31, 1995 $105,392,749 $31,905,875 ============ =========== CENTURY PACIFIC HOUSING FUND-I SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE OF OPERATING PARTNERSHIPS IN WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS DECEMBER 31, 1995 Monthly Payments Original Final to Maturity Face Carrying Interest Maturity (Net of HUD Amt.of Amount of Description(1) Rate Date Subsidy) Mortgage Mortgage(2) _____________ ______ _______ ________ ________ __________ First mortgages assumed by Operating Partnerships: Century Pacific Housing Partnership-I (CPHP-I) Charter House Dothan, Alabama 7% Mar 2013 $ 5,202 $1,325,700 $ 988,603 CPHP-II VOA/Sunset Park, Ltd. Sunset Park Denver, Colorado 7% Aug 2013 8,592 4,859,300 2,668,148 CPHP-III Highland Park Topeka, Kansas 3% Dec 2008 10,835 2,914,500 1,398,319 CPHP-IV Forest Glen Estates Kansas City, KS 7.5% Apr 2013 6,554 2,787,000 2,126,995 CPHP-VI 3% plus Edgewood T/B Rate Danville, IL Mar 2013 22,160 2,360,000 2,099,921 CPHP-VII Gulfway Terrace New Orleans, LA 7% Jun 2015 13,576 3,616,200 2,874,445 CPHP-IX Wind Ridge Wichita, KS 8.5% Nov 2012 4,475 2,010,900 1,500,174 CPHP-X Bergen Circle Springfield,MS 6.92% Mar 2018 24,646 7,381,100 6,360,472 CPHP-V Jaycee Towers Dayton, Ohio 8.5% Sep 2012 7,387 3,361,200 2,636,776 CPHP-VIII Sunset Townhouses Newton, Kansas 8.5% Sep 2012 1,819 828,300 649,779 CPHP-XI Continental Terrace Fort Worth, TX 7% Mar 2013 11,781 3,002,600 2,239,107 CPHP-XII Yale Village Houston, Texas 7% Jun 2015 12,400 3,363,300 2,625,525 CPHP-XIII Atlantis Virginia Bch,VA 8.5% Mar 2012 7,239 2,946,500 2,298,565 CPHP-XIV Kings Row Houston, Texas 7.5% Aug 2011 8,884 2,116,000 1,537,403 CPHP-XV Castle Gardens Lubbock, Texas 8.5% Jun 2015 7,350 1,949,900 1,556,252 CPHP-XVI Rockwell Villa Oklahoma City, Oklahoma 7% Sep 2013 1,912 812,700 582,065 CPHP-XVII London Square Village Oklahoma City, Oklahoma 7.5% Jun 2012 7,770 3,153,900 2,378,516 CPHP-XVIII Ascension Towers Memphis, TN 7% May 2015 9,468 4,290,000 3,384,699 Coleman Manor Associates Limited Partnership Coleman Manor Baltimore, MD 10.0% Jul 2029 12,545 2,365,000 2,167,723 CPHP-XX Holiday Heights Fort Worth, TX 7% Apr 2014 2,776 1,252,700 963,323 CPHP-XXII Harriet Tubman Terrace Berkeley, CA 7% Oct 2015 4,155 1,882,700 1,503,242 ________ ___________ ___________ Total $191,526 $58,579,500 $44,540,052 ======== =========== =========== CENTURY PACIFIC HOUSING FUND-I SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE OF OPERATING PARTNERSHIPS IN WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS - CONTINUED DECEMBER 31, 1995 Original Final Monthly Face Carrying Interest Maturity Payments Amount of Amount of Description(1) Rate Date Maturity Mortgage Mortgage(2) _____________ _______ _______ _______ __________ __________ Residual notes (second mortgages): Century Pacific Housing Partnership I (CPHP-I) Charter House Dothan, Alabama (1) Dec 2002 (1) $781,581 $1,340,937 CPHP-II VOA/Sunset Park, Ltd. Sunset Park Denver, Colorado (1) Dec 2002 (1) 2,462,936 4,718,048 CPHP-III Highland Park Topeka, Kansas (1) Dec 2002 (1) 3,936,695 7,531,527 CPHP-IV Forest Glen Estates Kansas City, KS (1) Dec 2002 (1) 1,733,923 3,317,258 CPHP-VI Edgewood Danville, IL (1) Dec 2002 (1) 415,192 712,882 CPHP-VII Gulfway Terrace New Orleans, LA (1) Dec 2002 (1) 1,255,000 2,569,316 CPHP-IX Wind Ridge Wichita, Kansas (1) Dec 2003 (1) 1,053,084 2,013,406 CPHP-X Bergen Circle Springfield, MA (1) Jul 2013 (1) 3,547,072 6,778,852 CPHP-V Jaycee Towers Dayton, Ohio (1) Oct 2005 (1) 2,245,673 3,996,214 CPHP-VIII Sunset Townhouses Newton, Kansas (1) Aug 2003 (1) 341,229 620,466 CPHP-XI Continental Terrace Fort Worth, Texas (1) Oct 2003 (1) 1,595,364 2,679,355 CPHP-XII Yale Village Houston, Texas (1) Aug 2003 (1) 1,255,000 3,033,960 CPHP-XIII Atlantis Virginia Beach,VA (1) Jul 2003 (1) 2,552,584 4,639,610 CPHP-XIV Kings Row Houston, Texas (1) Aug 2003 (1) 1,537,518 2,810,011 CPHP-XV Castle Gardens Lubbock, Texas (1) Jul 2003 (1) 1,160,247 2,132,187 CPHP-XVI Rockwell Villa Oklahoma City, OK (1) Jul 2003 (1) 398,629 716,882 CPHP-XVII London Square Village Oklahoma City, OK (1) Jul 2003 (1) 979,071 1,781,453 CPHP-XVIII Ascension Towers Memphis, TN (1) Aug 2003 (1) 2,404,667 4,347,930 CPHP-XX Holiday Heights Fort Worth, Texas (1) Oct 2004 (1) 909,472 1,622,864 CPHP-XXII Harriet Tubman Terrace Berkeley, CA (1) Dec 2003 (1) 2,036,000 3,613,105 $32,600,937 $60,976,263 =========== =========== CENTURY PACIFIC HOUSING FUND-I NOTES TO SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE OF OPERATING PARTNERSHIPS IN WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS DECEMBER 31, 1995 NOTE 1 - DESCRIPTION Each Operating Partnership has invested in a property. The Operating Partnerships assumed mortgage loan obligations from the sellers of the properties, and with the exception of two mortgages, all mortgage loan obligations are insured by the United States Department of Housing and Urban Development. All mortgages are secured by the land and buildings of the properties. In addition, the Operating Partnerships issued residual notes to the sellers of the properties as partial consideration. The notes bear interest at the minimum long-term federal rate as announced from time-to-time pursuant to Section 1274 of the Internal Revenue Code, provided that such rate shall not be less than 7% nor greater than 15%. The notes are secured by the land and buildings of the properties. The notes are repayable out of future cash available for distribution and unpaid principal and interest are due at maturity. NOTE 2 - INCOME TAX BASIS The income tax basis of the mortgages is the same as the carrying amounts in Schedule IV. CENTURY PACIFIC HOUSING FUND-I NOTES TO SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE OF OPERATING PARTNERSHIPS IN WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS -CONTINUED DECEMBER 31, 1995 NOTE 3 - RECONCILIATION OF MORTGAGES AND RESIDUAL NOTES Residual Mortgages Notes ___________ ___________ Balance at December 31, 1992 $47,777,750 $48,348,348 Additions during year: Accrued interest - 3,823,532 Deductions during year: Payments (1,003,982) - __________ __________ Balance at December 31, 1993 46,773,768 52,171,880 Additions during year: Accrued interest - 4,232,506 Deductions during year: Payments (1,071,197) - __________ __________ Balance at December 31, 1994 45,702,571 56,404,386 Additions during year: Accrued interest - 4,571,877 Deductions during year: Payments (1,162,519) - ___________ ___________ Balance at December 31, 1995 $44,540,052 $60,976,263 =========== =========== -----END PRIVACY-ENHANCED MESSAGE-----