10-K 1 c78027e10vk.txt FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2003 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 1900, 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 [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference to Part III of this Form 10-K or any amendment to this Form 10-K (X) : Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] No market exists for the limited partnership interests of the registrant, and therefore, no aggregate market value can be determined. No documents are incorporated into the text 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 1 ITEM 1 BUSINESS 3 ITEM 2 PROPERTIES 4 ITEM 3 LEGAL PROCEEDINGS 7 ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 7 PART II ITEM 5 MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS 8 ITEM 6 SELECTED FINANCIAL DATA 8 ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS 9 ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 12 ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 12 ITEM 9 CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 13 PART III ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 14 ITEM 11 EXECUTIVE COMPENSATION 15 ITEM 12 PARTNERSHIP INTEREST OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 15 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 15 ITEM 14 CONTROLS AND PROCEDURES 17 PART IV ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K 18 SIGNATURES 19
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), 14 of which are still owned at March 31, 2003. 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. 3 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 of previously taken tax credits if its property fails to remain in compliance with the Low-Income Housing Tax Credit Requirements. During 2002, five of the Operating Partnerships have suffered an event of recapture of the Low-Income Housing Tax Credits since they were sold before the end of the 15-year compliance period and a bond was not posted. Therefore the partners may be required to recapture a portion of the tax credits reported to them in their K-1 depending on the amount utilized on their personal tax returns. The Partnership expects to receive approximately $8,000 in tax credits in 2003, the final year of credits. Nineteen of the twenty-one 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 expiring Section 8 contracts as requested by an owner, for an additional one year term at current rent levels. As of June 20, 2003, six of the Operating Partnerships' Section 8 contracts are due to expire during 2003. The 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, 2003, the Partnership had acquired equity interests in the Operating Partnerships 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, encumbrances and the government assistance programs benefiting 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. 4
INITIAL PROPERTY NAME, AVERAGE INITIAL CASH GOVERNMENT LOCATION AND OCCUPANCY PURCHASE DOWN MORTGAGE RESIDUAL OTHER ASSISTANCE RENTAL UNITS 2003 PRICE PAYMENT ASSUMED NOTE NOTES PROGRAM --------- ------------ ---------- ------------ ------------ --------- ---------- Century Pacific Housing Partnership V (CPHP-V) - Jaycee Towers Dayton, OH Section 236 204 residential units 95% $ 5,700,000 $ 400,196 $ 1,944,679 $ 6,942,573 $ 264,703 Section 8 CPHP - VIII - Sunset Townhomes Newton, KS 50 residential units 64% 1,225,000 138,000 481,884 1,077,927 20,108 Section 236 CPHP - XIII - Atlantis Virginia Beach, VA Section 236 208 residential units 98% 6,032,000 801,000 1,670,172 8,060,338 52,522 Section 8 CPHP - XVI - Rockwell Villa Oklahoma City, OK Section 236 60 residential units 92% 1,235,400 129,564 400,433 1,245,430 62,638 Section 8 CPHP - XVII - London Square Village Oklahoma City, OK Section 236 200 residential units 89% 4,214,000 414,097 1,706,241 3,094,896 291,829 Section 8 CPHP - XVIII Ascension Towers Memphis, TN 197 residential units 86% 6,727,500 409,094 2,637,852 7,553,606 506,205 Section 236 Coleman Manor Associates Limited Partnership Section Baltimore, MD 221(d)(4) 50 residential units 98% 3,990,000 (1) 1,625,000 2,102,803 -- 40,000 Section 8 CPHP - XX Holiday Heights Fort Worth, TX Section 236 100 residential units 98% $ 2,200,000 191,000 729,505 2,819,383 -- Section 8 CPHP - XXII Harriet Tubman Terrace Berkeley, CA Section 236 91 residential units 99% 4,732,000 593,000 1,186,721 6,277,004(2) 221,500 Section 8 CPHP - I - Charter House Dothan, AL 100 residential units 100% $ 2,146,000 $ 196,000 $ 721,685 $ 1,770,999 $ -- Section 236
5
INITIAL PROPERTY NAME, AVERAGE INITIAL CASH GOVERNMENT LOCATION AND OCCUPANCY PURCHASE DOWN MORTGAGE RESIDUAL OTHER ASSISTANCE RENTAL UNITS 2003 PRICE PAYMENT ASSUMED NOTE NOTES PROGRAM ------------- --------- ------------ ----------- ------------ ------------ ---------- ------------- CPHP II - VOA - Section 236 Sunset Park Section 8 Denver, CO Flexible 242 residential units 98% $ 6,500,000 $ 956,000 $ 2,055,704 $ 8,196,607 $ 345,751 Subsidy Loan CPHP - VII - Gulfway Terrace New Orleans, LA Section 236 206 residential units 92% 5,700,000 683,000 2,245,141 4,463,642 287,805 Section 8 Section 236 CPHP - IX - Wind Ridge Section 8 Wichita, KS Flexible 136 residential units 89% 3,500,000 382,000 3,012,512 905,532 64,165 Subsidy Loan CPHP - X - Bergen Circle Springfield, MA Section 236 201 residential units 95% 12,261,000 1,768,000 5,225,192 11,776,818 860,742 Section 8 ------------ ----------- ------------ ------------ ---------- $ 66,162,900 $ 8,684,951 $ 26,120,524 $ 64,184,755 $3,017,968 ============ =========== ============ ============ ==========
(1) 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. 6 ITEM 3. LEGAL PROCEEDINGS As of July 31, 2003, 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, 2003. 7 PART II ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS There is presently no public market for the Units of limited partnership interests (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 May 31, 2003 was approximately 2,121, holding 22,315 units. As of July 31, 2003, there were no cash distributions. ITEM 6. SELECTED FINANCIAL DATA The selected financial data set forth below, insofar as they relate to each of the three years ended March 31, 2003, and as of March 31, 2003 and 2002, are derived from, and are qualified by reference to, our audited financial statements included herein and should be read in conjunction with those financial statements and the notes thereto. The selected financial data as of March 31, 2001, 2000 and 1999 and for the years ended March 31, 2000 and 1999 are derived from audited financial statements not included herein. Results for past periods are not necessarily indicative of results that may be expected for future periods.
YEAR ENDED MARCH 31, --------------------------------------------------------------------- OPERATIONS 2003 2002 2001 2000 1999 --------- --------- --------- --------- --------- Revenues $ -- $ 400 $ 800 $ 1,000 $ 3,715 Operating Expenses (65,623) (80,379) (69,421) (87,407) (74,653) Equity in Net Losses of Operating Partnerships -- -- (15,633) (122,245) (122,202) --------- --------- --------- --------- --------- Net Loss $ (65,623) $ (79,979) $ (84,254) $(208,652) $(193,140) ========= ========= ========= ========= ========= Net Loss per Unit of Limited Partnership Interest $ (3) $ (4) $ (4) $ (9) $ (9) ========= ========= ========= ========= =========
MARCH 31, --------------------------------------------------------------------- 2003 2002 2001 2000 1999 --------- --------- --------- --------- --------- FINANCIAL POSITION Total Assets $ 4,934 $ 5,503 $ 9,619 $ 26,456 $ 171,816 ========= ========= ========= ========= =========
8 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS 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, 2003, the Partnership's portfolio consists of 14 properties. The properties are located in 11 states and contain 1,973 residential units. The average occupancy level for all properties during calendar year 2002 was approximately 87% 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 15. 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 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 the 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 consider 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. 9 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 the 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 nonvoucher 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 and 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. Contractual Obligations The Operating Partnerships' contractual cash obligations and other commercial commitments at March 31, 2003 are summarized in the following table:
LESS THAN TOTAL 1 YEAR 1-3 YEARS 4-5 YEARS AFTER 5 YEARS ------------ ----------- ----------- ----------- ------------- Mortgage payable $ 26,120,524 $ 1,192,395 $ 2,688,773 $ 3,125,541 $ 19,113,815 ============ =========== =========== =========== ============
Tax Reform Act of 1986, Omnibus Budget Reconciliation Act of 1987, Technical and Miscellaneous Revenue Act of 1988, Omnibus Budget Reconciliation Act of 1989, Omnibus Budget Reconciliation Act of 1990 and all subsequent tax acts. 10 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, the Omnibus Budget Reconciliation Act of 1990 and all subsequent tax acts (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 2003 Compared to 2002 For the fiscal year ended March 31, 2003, the Partnership recorded a net loss of approximately $66,000, as compared to a net loss of approximately $80,000 for the prior fiscal year. The decrease in net loss is the result of a decrease in the Partnership's general and administrative expenses. In accordance with the equity method of accounting for limited partnership interests, the Partnership does not recognize losses from investment properties when losses exceed the Partnership's equity method basis in these properties. All of the Partnership's investments have an equity method basis of zero at March 31, 2003. In the aggregate, combined rental revenue of the Operating Partnerships decreased by approximately $215,000 during the calendar year. The average occupancy level, in total, remained relatively constant in the Operating Partnerships. The combined total expenses decreased by approximately $2,700,000 in the current year primarily due to decreases in utilities, repairs and maintenance, depreciation and amortization, partially offset by increases in management fees and other operating expenses. The majority of the properties owned by the Operating Partnerships are in a position of functional obsolescence and need substantial rehabilitation. The Operating Partnerships do not have the funds to address the growing deferred maintenance. Infusion of capital is necessary to keep the projects viable and maintain them as decent, safe and quality housing. Refinancing is not an option in view of the indebtedness on the properties surpassing their fair market value. As a result of the above, in 2002, the Operating Partnerships sold the following seven properties:
CANCELLATION DATE SELLING BASIS OF OF DEBT OPERATING PARTNERSHIP PROJECT NAME LOCATION SOLD PRICE ASSET SOLD GAIN INCOME ----------------------- ------------------- -------------- --------- ----------- ---------- ----------- ------------ Century Pacific Housing Partnership III Highland Park Topeka, KS 5/31/2002 $ 2,789,246 $ 1,809,898 $ 979,348 $ 8,384,681 Century Pacific Housing Partnership IV Forest Glen Estates Kansas City, KS 6/28/2002 3,357,924 2,748,071 609,853 3,623,096 Century Pacific Housing Partnership VI Green Meadows Danville, IL 9/12/2002 1,695,397 727,967 967,430 374,049 Century Pacific Housing Partnership XV Castle Gardens Lubbock, TX 12/16/2002 3,158,401 1,652,038 1,506,363 1,550,087 Century Pacific Housing Partnership XI Continental Terrace Fort Worth, TX 12/16/2002 3,794,136 3,000,975 793,161 2,960,814 Century Pacific Housing Partnership XIV Kings Row Houston, TX 12/16/2002 5,288,658 1,596,609 3,692,049 -- Century Pacific Housing Partnership XII Yale Village Houston, TX 12/16/2002 6,463,274 2,645,102 3,818,172 1,523,590 ----------- ----------- ----------- ----------- $26,547,036 $14,180,660 $12,366,376 $18,416,317 =========== =========== =========== ===========
11 These properties were sold at their fair market values, which in each case was less than the existing debt on those properties. As more fully described in Item 13, the sales transaction involving the last four properties involved a two-step process whereby the properties were sold to a new related partnership, following by a sale of 100% of the partnership interests in the new partnership to the buyer. The sale of the partnership interests occurred subsequent to March 31, 2003. This process was used in order to accommodate the buyer's need to comply with rules associated with its receipt of a new allocation of tax credits to preserve these low-income properties. The sales prices of these properties were established based upon an independent market valuation performed by the accounting firm of Novogradac & Company. 2002 Compared to 2001 For the fiscal year ended March 31, 2002, the Partnership recorded a net loss of approximately $80,000, as compared to a net loss of approximately $84,000 for the prior fiscal year. The decrease in net loss is the result of a decrease in the Partnership's equity in net losses of the Operating Partnerships, partially offset by an increase in the Partnership's general and administrative expenses. In accordance with the equity method of accounting for limited partnership interests, the Partnership does not recognize losses from investment properties when losses exceed the Partnership's equity method basis in these properties. All of the Partnership's investments had an equity method basis of zero at March 31, 2002. In the aggregate, combined rental revenue of the Operating Partnerships decreased by approximately $69,000 in 2002. The average occupancy level, in total, remained relatively constant in the Operating Partnerships. The combined total expenses increased by approximately $1,400,000 in 2002 primarily due to an increase in utilities, other operating expenses, and interest expense, partially offset by a decrease in repairs and maintenance. Inflation Inflation is not expected to have a material adverse impact on the Partnership's operations during its period of ownership of the Properties. Other The Partnership's operations are not subject to any significant seasonal fluctuations. The Partnership believes it is in compliance with environmental regulations and does not anticipate material effects of continued compliance. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements together with the report of the independent auditors thereon are incorporated by reference from the Registrants Financial Statements on the pages indicated in ITEM 15. 12 ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. 13 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 62, 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 multifamily 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. 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 53, 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 BA degree in Business Administration from California State University with a major in accounting. 14 CHARLES L. SCHWENNESEN, age 57, is Executive Vice President for CPEC and is responsible for real estate acquisition and real estate financing activities. Prior to joining CPEC in 1987, he analyzed investment opportunities and was Vice President of a municipal bond underwriter. From 1977 to 1984, Mr. Schwennesen was a manager with the accounting firm of Price Waterhouse. Mr. Schwennesen is a Certified Public Accountant, holds a Juris Doctor degree, Class Rank - Top 20%, from Loyola Marymount University School of Law (May 1999), a Masters Degree in Business Administration from the UCLA Graduate School of Management (June 1976) and a B.A. degree, with honors, in mathematics from UCLA (June 1974), and is a registered NASD Principal. Mr. Schwennesen is a candidate for admission to the State Bar of California. 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, 2003, 2002, and 2001, CPCC, a general partner of the Partnership, and CPRC, a general partner of the Operating Partnerships, earned $497,467, $529,329, and $526,524, 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 Equity Corporation (CPEC). During fiscal year 2003, 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 Equity Corporation (CPEC), 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 financial statements found under ITEM 15. 15 Four of the properties sold out of the Operating Partnerships in 2002 were sold through a two-step process which involved a sale to a related partnership, and then a sale of the partnership interests to a third party. The four properties are Castle Gardens, Continental Terrace, Kings Row and Yale Village (the "Texas Properties"). Specifically, each of the Texas Properties were sold to Century Pacific-formed partnerships ("interim buyers") which held title to those properties as of March 31, 2003. Subsequently, the partnership interests in the newly formed partnerships were sold to a third-party buyer. The sales prices of these properties were established based upon an independent market valuation performed by the accounting firm of Novogradac & Company. The details concerning the nature of the relationship between the interim buyers and sellers of the Texas Properties are as follows: The sellers of each of the Texas Properties were Operating Partnerships. In each cash, its general partner was Century Pacific Realty Corporation ("CP Realty"), and its limited partner was the Partnership. The Partnership's general partners are Irwin J. Deutch ("Deutch") and Century Pacific Capital Corporation ("CP Capital"). CP Realty and CP Capital are both wholly owned by Deutch's family trust, and Deutch services as their president and sole director. The interim purchasers of the Texas Properties were, in each case, a partnership formed for the purpose of acquiring its respective property in conjunction with receiving a new allocation of low-income housing tax credits. The general partner of each partnership was Century Pacific Equity Corporation ("CP Equity"). CP Equity is also wholly owned by Deutch's family trust, and Deutch serves as its president and sole director. Because the new partnerships had not yet placed the investor limited partner/tax credit position, the initial limited partner was Deutch. Subsequent to the interim buyer's acquisition, all of the partnership interests in the partnerships were sold to the ultimate third-party buyer. In addition, as of March 31, 2003, the third-party buyer had entered into a conditional contract to acquire CP Equity, CP Capital, CP Realty, and their affiliated companies and partnerships from Deutch's family trust. As of March 31, 2003, these acquisitions had not yet occurred, but are anticipated to occur in 2003. The four properties sold are as follows:
CANCELLATION DATE SELLING BASIS OF GAIN OF DEBT OPERATING PARTNERSHIP PROJECT NAME LOCATION SOLD PRICE ASSET SOLD (LOSS) INCOME ----------------------- ------------------- -------------- --------- ----------- ---------- ----------- ------------ Century Pacific Housing Partnership XV Castle Gardens Lubbock, TX 12/16/2002 $ 3,158,401 $ 1,652,038 $1,506,363 $ 1,550,087 Century Pacific Housing Partnership XI Continental Terrace Fort Worth, TX 12/16/2002 3,794,136 3,000,975 793,161 2,960,814 Century Pacific Housing Partnership XIV Kings Row Houston, TX 12/16/2002 5,288,658 1,596,609 3,692,049 -- Century Pacific Housing Partnership XII Yale Village Houston, TX 12/16/2002 6,463,274 2,645,102 3,818,172 1,523,590 ----------- ----------- ----------- ----------- $18,704,469 $ 8,894,724 $ 9,809,745 $ 6,034,491 =========== =========== =========== ===========
16 ITEM 14 CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures The Partnership's Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Partnership's disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-14(c) and 15d-14(c) as of a date within ninety days before the filing date of this report. Based on that evaluation, they have concluded that the Partnership's current disclosure controls and procedures are effective in timely providing them with material information relating to the Partnership required to be disclosed in the reports the Partnership files or submits under the Exchange Act. (b) Changes in Internal Controls There have not been any significant changes in the Partnership's internal controls or in other factors that could significantly affect these controls subsequent to June 30, 2003, the date of evaluation. There were no significant deficiencies or material weaknesses, and, therefore, no corrective actions were taken. 17 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) (1) Financial Statements: Independent Auditors' Report F-1 Balance Sheet as of March 31, 2003 and 2002 F-2 Statement of Operations for the Years Ended March 31, 2003, 2002 and 2001 F-3 Statement Of Partners' Equity (Deficit) for the Years Ended March 31, 2003, 2002 and 2001 F-4 Statement of Cash Flows for the Years Ended March 31, 2003, 2002 and 2001 F-5 Notes to Financial Statements F-6 (2) Financial Statement Schedules: Schedule III - Real Estate and Accumulated Depreciation of Operating Partnerships in which CPHF-I has Limited Partnership Interests F-13 and F-14 Notes to Schedule III - Real Estate and Accumulated Depreciation of Operating Partnerships in which CPHF-I has Limited Partnership Interests F-15 and F-16 Schedule IV - Mortgage Loans on Real Estate of Operating Partnerships in which CPHF-I has Limited Partnership Interests F-17 thru F-20 Notes to Schedule IV - Mortgage Loans on Real Estate of Operating Partnerships in which CPHF-I has Limited Partnership Interests F-21 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 Not applicable (c) Exhibits 31.1 Certification Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 31.2 Certification Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* * Filed herewith (d) Financial Statement Schedule Not applicable
18 INDEPENDENT AUDITORS' REPORT Partners Century Pacific Housing Fund - I We have audited the accompanying balance sheet of Century Pacific Housing Fund - I as of March 31, 2003 and 2002, and the related statements of operations, partners' equity (deficit) and cash flows for each of the three years in the period ended March 31, 2003. 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 conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits 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 provide a reasonable basis for our opinion. In our opinion, 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, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2003, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Notes 2, 3, 4 and 5 to the financial statements, the Partnership has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans regarding these matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed under Item 15 are presented for purposes of complying with the Securities and Exchange Commission's rules and are not a part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. /s/ RUBIN, BROWN, GORNSTEIN & CO. LLP St. Louis, Missouri June 20, 2003 F-1 CENTURY PACIFIC HOUSING FUND-I -------------------------------------------------------------------------------- BALANCE SHEET
ASSETS MARCH 31, -------------------------- 2003 2002 ----------- ----------- Cash $ -- $ 569 Receivable from related parties (Note 4) 4,934 4,934 Investments in Operating Partnerships (Notes 1 and 5) -- -- ----------- ----------- $ 4,934 $ 5,503 =========== =========== LIABILITIES AND PARTNERS' EQUITY (DEFICIT) Accounts payable and accrued expenses $ 10,800 $ 9,285 Advance from affiliate (Note 4) 62,455 62,455 Payable to related parties (Note 4) 1,144,072 1,080,533 ----------- ----------- TOTAL LIABILITIES 1,217,327 1,152,273 ----------- ----------- COMMITMENTS AND CONTINGENCIES (NOTE 6) -- -- ----------- ----------- PARTNERS' EQUITY (DEFICIT) General partners (402,970) (401,658) Limited partners, $1,000 stated value per unit, 50,000 units authorized, 22,315 units issued and outstanding (Note 2) (809,423) (745,112) ----------- ----------- TOTAL PARTNERS' EQUITY (DEFICIT) (1,212,393) (1,146,770) ----------- ----------- $ 4,934 $ 5,503 =========== ===========
F-2 -------------------------------------------------------------------------------- See the accompanying report letter and notes to financial statements. CENTURY PACIFIC HOUSING FUND-I -------------------------------------------------------------------------------- STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31, -------------------------------------------- 2003 2002 2001 ------------ ------------ ------------ REVENUES Transfer fees $ -- $ 400 $ 800 ------------ ------------ ------------ EXPENSES Allocated overhead expenses - affiliate (Note 4) 60,000 60,000 60,000 Other general and administrative 5,623 20,379 9,421 ------------ ------------ ------------ TOTAL EXPENSES 65,623 80,379 69,421 ------------ ------------ ------------ LOSS BEFORE EQUITY IN NET LOSSES OF OPERATING PARTNERSHIPS (65,623) (79,979) (68,621) EQUITY IN NET LOSSES OF OPERATING PARTNERSHIPS (NOTE 5) -- -- (15,633) ------------ ------------ ------------ NET LOSS $ (65,623) $ (79,979) $ (84,254) ============ ============ ============ ALLOCATION OF NET LOSS General partners $ (1,312) $ (1,600) $ (1,685) Limited partners (64,311) (78,379) (82,569) ------------ ------------ ------------ $ (65,623) $ (79,979) $ (84,254) ============ ============ ============ NET LOSS PER UNIT OF LIMITED PARTNERSHIP INTEREST (NOTE 1) $ (3) $ (4) $ (4) ============ ============ ============ AVERAGE NUMBER OF OUTSTANDING UNITS 22,315 22,315 22,315 ============ ============ ============
F-3 -------------------------------------------------------------------------------- See the accompanying report letter and notes to financial statements. CENTURY PACIFIC HOUSING FUND-I -------------------------------------------------------------------------------- STATEMENTS OF PARTNERS' EQUITY (DEFICIT) FOR THE YEARS ENDED MARCH 31, 2003, 2002, AND 2001
GENERAL LIMITED PARTNERS PARTNERS TOTAL ------------ ------------ ------------ PARTNERS' EQUITY (DEFICIT) - MARCH 31, 2000 $ (398,373) $ (584,164) $ (982,537) NET LOSS (1,685) (82,569) (84,254) ------------ ------------ ------------ PARTNERS' EQUITY (DEFICIT) - MARCH 31, 2001 (400,058) (666,733) (1,066,791) NET LOSS (1,600) (78,379) (79,979) ------------ ------------ ------------ PARTNERS' EQUITY (DEFICIT) - MARCH 31, 2002 (401,658) (745,112) (1,146,770) NET LOSS (1,312) (64,311) (65,623) ------------ ------------ ------------ PARTNERS' EQUITY (DEFICIT) - MARCH 31, 2003 $ (402,970) $ (809,423) $ (1,212,393) ============ ============ ============ PERCENTAGE INTEREST - MARCH 31, 2003 2% 98% 100% ============ ============ ============
F-4 -------------------------------------------------------------------------------- See the accompanying report letter and notes to financial statements. CENTURY PACIFIC HOUSING FUND-I -------------------------------------------------------------------------------- STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2003 2002 2001 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (65,623) $ (79,979) $ (84,254) Adjustments to reconcile net loss to net cash used in operating activities: Equity in net losses of Operating Partnerships -- -- 15,633 Increase (decrease) in accounts payable and accrued expenses 1,515 1,667 (6,151) Increase in payable to related parties 63,539 74,196 73,568 ------------ ------------ ------------ NET CASH USED IN OPERATING ACTIVITIES (569) (4,116) (1,204) ------------ ------------ ------------ NET DECREASE IN CASH (569) (4,116) (1,204) CASH - BEGINNING OF PERIOD 569 4,685 5,889 ------------ ------------ ------------ CASH - END OF PERIOD $ -- $ 569 $ 4,685 ============ ============ ============
F-5 -------------------------------------------------------------------------------- See the accompanying report letter and notes to financial statements. CENTURY PACIFIC HOUSING FUND-I -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003, 2002 AND 2001 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 accounting principles generally accepted in the United States of America. 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. ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. INVESTMENTS IN OPERATING PARTNERSHIPS The Partnership uses the equity method to account for its investment in the Operating Partnerships in which it has invested (Note 5). 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 organization of the Operating Partnership 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. 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. F-6 -------------------------------------------------------------------------------- See the accompanying report letter. CENTURY PACIFIC HOUSING FUND-I -------------------------------------------------------------------------------- Notes to Financial Statements (Continued) 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. 2. OPERATIONS 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). As of March 31, 2003, the Operating Partnerships still own 14 of these 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 4). 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. F-7 -------------------------------------------------------------------------------- See the accompanying report letter. CENTURY PACIFIC HOUSING FUND-I -------------------------------------------------------------------------------- Notes to Financial Statements (Continued) 3. REALIZATION OF ASSETS The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate 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, as of March 31, 2003, the Partnership has incurred allocated losses from all 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' reports on five of the Operating Partnerships' financial statements contained an explanatory paragraph relating to a going concern issue, all of which concerned 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 2003. Management has requested one year extensions for these Operating Partnerships; however, as of June 20, 2003, 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 no include any adjustments that might result from the outcome of this uncertainty. 4. 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, whose 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. F-8 -------------------------------------------------------------------------------- See the accompanying report letter. CENTURY PACIFIC HOUSING FUND-I -------------------------------------------------------------------------------- Notes to Financial Statements (Continued) As more fully described in Note 5, four of the properties sold out of the Operating Partnerships in 2002 were sold through a two-step process which involved a sale to a related partnership, and then a sale of the partnership interests to a third party. 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 of 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, 2003, 2002 and 2001 as follows:
2003 2002 2001 -------- -------- -------- Fees and reimbursement from the Partnership: Reimbursement for overhead allocated from Century Pacific Equity Corporation (CPEC) $ 60,000 $ 60,000 $ 60,000 -------- -------- -------- Fees and reimbursement from the Operating Partnerships Supervisory management fee (CPCC and CPRC) 142,220 152,115 152,115 Partnership management fee (CPCC and CPRC) 355,247 377,214 374,409 -------- -------- -------- 497,467 529,329 526,524 -------- -------- -------- $557,467 $589,329 $586,524 ======== ======== ========
At March 31, 2003 and 2002, payable to related parties totaling $1,144,072 and $1,080,533, respectively, consists of fees and certain general and administrative costs accrued as a noninterest bearing payable by the Partnership to the general partners and affiliates. Such fees and allocated costs have been deferred until the Partnership has sufficient cash to pay them. Receivable from related parties of $4,934 at March 31, 2003 and 2002 represents cash advances to several of the Operating Partnerships. At March 31, 2003 and 2002, CPRC was owed $62,455 for noninterest bearing, demand cash advances to the Partnership. F-9 -------------------------------------------------------------------------------- See the accompanying report letter. CENTURY PACIFIC HOUSING FUND-I -------------------------------------------------------------------------------- Notes to Financial Statements (Continued) 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, 2003 and 2002, the Partnership had no outstanding advances due to the general partners. 5. INVESTMENTS IN OPERATING PARTNERSHIPS At March 31, 2003 and 2002, the Partnership owned limited partnership interests in 21 Operating Partnerships. At March 31, 2003 and 2002, the Operating Partnerships had investments in 14 and 21 multi-family rental properties, respectively. Investments in Operating Partnerships consist of the following:
2003 2002 ------------ ------------ 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 (18,840,069) (18,840,069) ------------ ------------ $ -- $ -- ============ ============
A summarized combined balance sheet as of December 31, 2002 and 2001 and statement of operations for the three years ended December 31, 2002 of the aforementioned Operating Partnerships follows: COMBINED BALANCE SHEET ASSETS
2002 2001 ------------ ------------ Cash $ 742,230 $ 610,401 Reserve for replacements 2,643,123 3,539,469 Land and buildings 34,457,232 52,563,444 Other assets 1,951,462 4,844,577 ------------ ------------ $ 39,794,047 $ 61,557,891 ============ ============
LIABILITIES AND PARTNERS' DEFICIT Notes payable $ 93,323,247 $141,056,387 Other liabilities 5,037,073 8,124,369 Partners' deficit (58,566,273) (87,622,865) ------------ ------------ $ 39,794,047 $ 61,557,891 ============ ============
F-10 -------------------------------------------------------------------------------- See the accompanying report letter. CENTURY PACIFIC HOUSING FUND-I -------------------------------------------------------------------------------- Notes To Financial Statements (Continued) COMBINED STATEMENT OF OPERATIONS
2002 2001 2000 ------------ ------------ ------------ REVENUES Rental income $ 16,439,759 $ 16,654,299 $ 16,585,661 Cancellation of debt income 18,416,317 -- -- Other income 505,106 724,174 653,813 Net gain on sales of assets 12,366,376 -- -- ------------ ------------ ------------ TOTAL REVENUES 47,727,558 17,378,473 17,239,474 ------------ ------------ ------------ EXPENSES Utilities 2,589,173 3,406,782 2,869,732 Repairs and maintenance 4,088,639 4,497,750 4,601,575 Management fees 1,754,513 1,297,349 1,313,219 Other operating expenses 6,334,058 6,077,221 5,402,602 Interest 6,488,810 7,992,056 7,625,813 Depreciation and amortization 3,656,439 4,328,143 4,346,112 ------------ ------------ ------------ TOTAL EXPENSES 24,911,632 27,599,301 26,159,053 ------------ ------------ ------------ NET INCOME (LOSS) $ 22,815,926 $(10,220,828) $ (8,919,579) ============ ============ ============ ALLOCATION OF INCOME (LOSS) Century Pacific Housing Fund - I $ 22,359,607 $(10,016,411) $ (8,741,187) General partners and other limited partners 456,319 (204,417) (178,392) ------------ ------------ ------------ $ 22,815,926 $(10,220,828) $ (8,919,579) ============ ============ ============
F-11 -------------------------------------------------------------------------------- See the accompanying report letter. CENTURY PACIFIC HOUSING FUND-I -------------------------------------------------------------------------------- Notes To Financial Statements (Continued) In 2002, the Operating Partnerships sold the following seven properties:
CANCELLATION DATE SELLING BASIS OF OF DEBT OPERATING PARTNERSHIP PROJECT NAME LOCATION SOLD PRICE ASSET SOLD GAIN INCOME --------------------- ------------------- -------------- --------- ------------ ------------ ------------ ------------ Century Pacific Housing Partnership III Highland Park Topeka, KS 5/31/2002 $ 2,789 246 $ 1,809,898 $ 979,348 $ 8,384,681 Century Pacific Housing Partnership IV Forest Glen Estates Kansas City, KS 6/28/2002 3,357,924 2,748,071 609,853 3,623,096 Century Pacific Housing Partnership VI Green Meadows Danville, IL 9/12/2002 1,695,397 727,967 967,430 374,049 Century Pacific Housing Partnership XV Castle Gardens Lubbock, TX 12/16/2002 3,158,401 1,652,038 1,506,363 1,550,087 Century Pacific Housing Partnership XI Continental Terrace Fort Worth, TX 12/16/2002 3,794,136 3,000,975 793,161 2,960 814 Century Pacific Housing Partnership XIV Kings Row Houston, TX 12/16/2002 5,288,658 1,596,609 3,692,049 -- Century Pacific Housing Partnership XII Yale Village Houston, TX 12/16/2002 6,463,274 2,645,102 3,818,172 1,523,590 ------------ ------------ ------------ ------------ $ 26,547,036 $ 14,180,660 $ 12,366,376 $ 18,416,317 ============ ============ ============ ============
These properties were sold at their fair market values, which in each case was less than the existing debt on those properties. The sales transaction involving the last four properties involved a two-step process whereby the properties were sold to a new related partnership, following by a sale of 100% of the partnership interests in the new partnership to the buyer. The sale of the partnership interests occurred subsequent to March 31, 2003. This process was used in order to accommodate the buyer's need to comply with rules associated with its receipt of a new allocation of tax credits to preserve these low-income properties. The sales prices of these properties were established based upon an independent market valuation performed by the accounting firm of Novogradac & Company. F-12 -------------------------------------------------------------------------------- See the accompanying report letter. CENTURY PACIFIC HOUSING FUND-I -------------------------------------------------------------------------------- Notes To Financial Statements (Continued) 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 2003, where requested by an owner, for an additional one-year term at current rent levels. As of June 20, 2003, six of the Operating Partnerships' Section 8 contracts are due to expire during 2003. The 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. 7. FAIR VALUE OF FINANCIAL INSTRUMENTS The following methods and assumptions were used to estimate the fair value of each class of financial instruments: CASH The carrying amount approximates fair value because of the short maturity of those instruments. RELATED PARTY RECEIVABLES The carrying amount approximates fair value because of the short-term nature of the receivables. ADVANCE FROM AFFILIATE The carrying amount approximates fair value because of the short-term nature of the advance. PAYABLE TO RELATED PARTIES The carrying amount approximates fair value because the terms of the payable are similar to currently available terms and conditions for similar instruments. F-13 -------------------------------------------------------------------------------- See the accompanying report letter. Schedule III Page 1 Of 2 CENTURY PACIFIC HOUSING FUND-I REAL ESTATE AND ACCUMULATED DEPRECIATION OF OPERATING PARTNERSHIPS IN WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS DECEMBER 31, 2002
INITIAL COST TO COST CAPITALIZED (DISPOSED OF) OPERATING PARTNERSHIP SUBSEQUENT TO ACQUISITION --------------------------------- ------------------------------ BUILDINGS AND BUILDINGS AND DESCRIPTION(1) ENCUMBRANCES(2) LAND IMPROVEMENTS LAND IMPROVEMENTS -------------- --------------- ---------- ------------------- ------------- -------------- Century Pacific Housing Partnership I (CPHP-I) - Charter House Dothan, Alabama $ 2,492,684 $ 179,578 $ 1,918,124 $ -- $ 190,112 CPHP-II VOA/Sunset Park, Ltd. - Sunset Park Denver, Colorado 10,598,062 803,595 5,696,405 7,305 1,308,985 CPHP-III - Highland Park Topeka, Kansas -- 434,475 6,465,525 (434,475) (6,465,525) CPHP-IV Forest Glen Estates Kansas City, Missouri -- 427,519 4,469,134 (427,519) (4,469,134) CPHP-VI - Edgewood Danville, Illinois -- 223,418 3,316,582 (223,418) (3,316,582) CPHP-VII - Gulfway Terrace New Orleans, Louisiana 6,496,588 270,343 5,429,657 237 405,274 CPHP-IX - Wind Ridge Wichita, Kansas 3,982,209 169,514 3,330,486 828 841,941 CPHP-X Bergen Circle Springfield, Massachusetts 17,862,752 901,206 11,359,794 -- 1,571,269 CPHP-V - Jaycee Towers Dayton, Ohio 9,151,955 599,719 5,096,481 -- 483,568 CPHP-VIII - Sunset Townhouses Newton, Kansas 1,579,919 50,259 1,174,741 138 148,101 ------------ ---------- ------------ ------------ ------------ Balance Carried Forward $ 52,164,169 4,059,626 48,256,929 (1,076,904) (9,301,991) ------------ ---------- ------------ ------------ ------------ LIFE UPON WHICH GROSS AMOUNT AT WHICH ACCUMULATED DEPRECIATION CARRIED AT CLOSE OF YEAR DEPRECIATION IN LATEST ----------------------------------------- ------------- INCOME BUILDINGS AND BUILDINGS AND DATE OF DATE STATEMENT IS DESCRIPTION(1) LAND IMPROVEMENTS TOTAL IMPROVEMENTS CONSTRUCTION ACQUIRED COMPUTED -------------- ------------ ------------- ------------ ------------- ------------ -------- ------------- Century Pacific Housing Partnership I (CPHP-I) - Charter House Dothan, Alabama $ 179,578 $ 2,108,236 $ 2,287,814 $ 1,176,817 1972 Dec-87 27.5 years CPHP-II VOA/Sunset Park, Ltd. - Sunset Park Denver, Colorado 810,900 7,005,390 7,816,290 3,744,415 1971 Dec-87 10 - 50 years CPHP-III - Highland Park Topeka, Kansas -- -- -- -- 1967 Dec-87 10 - 40 years CPHP-IV Forest Glen Estates Kansas City, Missouri -- -- -- -- 1971 Dec-87 40 years CPHP-VI - Edgewood Danville, Illinois -- -- -- -- 1970 Dec-87 27.5 years CPHP-VII - Gulfway Terrace New Orleans, Louisiana 270,580 5,834,931 6,105,511 3,517,252 1970 Dec-87 10 - 40 years CPHP-IX - Wind Ridge Wichita, Kansas 170,342 4,172,427 4,342,769 2,488,456 1969 Dec-87 10 - 40 years CPHP-X Bergen Circle Springfield, Massachusetts 901,206 12,931,063 13,832,269 7,216,352 1976 Dec-87 10 - 40 years CPHP-V - Jaycee Towers Dayton, Ohio 599,719 5,580,049 6,179,768 2,894,307 1970 Dec-88 27.5 years CPHP-VIII - Sunset Townhouses Newton, Kansas 50,397 1,322,842 1,373,239 836,339 1971 Aug-88 10 - 40 years ----------- ------------ ------------ ------------ ---- ------ ------------- Balance Carried Forward 2,982,722 38,954,938 41,937,660 21,873,938 ----------- ------------ ------------ ------------
F-14 -------------------------------------------------------------------------------- See notes to schedule.
INITIAL COST TO COST CAPITALIZED (DISPOSED OF) OPERATING PARTNERSHIP SUBSEQUENT TO ACQUISITION ---------------------------- ------------------------------ BUILDINGS AND BUILDINGS AND DESCRIPTION(1) ENCUMBRANCES(2) LAND IMPROVEMENTS LAND IMPROVEMENTS -------------- --------------- ------------ ------------- ------------- -------------- BALANCE CARRIED FORWARD $ 52,664,169 $ 4,059,626 $ 48,256,929 $ (1,076,904) $ (9,301,991) CPHP-XI Continental Terrace Fort Worth, Texas -- 231,946 4,368,054 (231,946) (4,368,054) CPHP-XII - Yale Village Houston, Texas -- 299,925 4,950,075 (299,925) (4,950,075) CPHP-XIII - Atlantis Virginia Beach, Virginia 9,783,032 520,607 5,382,387 2,861 1,057,236 CPHP-XIV - Kings Row Houston, Texas -- 193,458 3,586,542 (193,458) (3,586,542) CPHP-XV - Castle Gardens Lubbock, Texas -- 161,989 3,106,011 (161,989) (3,106,011) CPHP-XVI - Rockwell Villa Oklahoma City, Oklahoma 1,708,501 75,255 1,160,145 1,168 280,455 CPHP-XVII - London Square Village Oklahoma City, Oklahoma 5,092,966 203,978 4,009,000 -- 762,695 CPHP-XVIII - Ascension Towers Memphis, Tennessee 10,697,663 176,341 6,551,159 -- 937,800 Coleman Manor Associates Limited Partnership - Coleman Manor Baltimore, Maryland 2,142,803 61,281 3,384,621 -- 184,710 CPHP-XX - Holiday Heights Fort Worth, Texas 3,548,888 202,445 1,942,864 43,132 158,237 CPHP-XXII - Harriet Tubman Terrace - Berkeley, California 7,685,225 361,275 3,807,339 5,097 485,198 ------------ ------------ ------------ ------------ ------------ $ 93,323,247 $ 6,548,126 $ 90,505,126 $ (1,911,964) $(21,446,342) ============ ============ ============ ============ ============ LIFE UPON WHICH GROSS AMOUNT AT WHICH ACCUMULATED DEPRECIATION CARRIED AT CLOSE OF YEAR DEPRECIATION IN LATEST ----------------------------------------- ------------- INCOME BUILDINGS AND BUILDINGS AND DATE OF DATE STATEMENT IS DESCRIPTION(1) LAND IMPROVEMENTS TOTAL IMPROVEMENTS CONSTRUCTION ACQUIRED COMPUTED -------------- ------------ ------------- ------------ ------------- ------------ -------- ------------- BALANCE CARRIED FORWARD $ 2,982,722 $ 38,954,938 $ 41,937,660 $ 21,873,938 CPHP-XI Continental Terrace Fort Worth, Texas -- -- -- -- 1971 Oct-88 20 - 40 years CPHP-XII - Yale Village Houston, Texas -- -- -- -- 1970 Aug-88 20 - 40 years CPHP-XIII - Atlantis Virginia Beach, Virginia 523,468 6,439,623 6,963,091 3,948,751 1970 Jul-88 20 - 40 years CPHP-XIV - Kings Row Houston, Texas -- -- -- -- 1968 Aug-88 20 - 40 years CPHP-XV - Castle Gardens Lubbock, Texas -- -- -- -- 1971 Jul-85 15 - 40 years CPHP-XVI - Rockwell Villa Oklahoma City, Oklahoma 76,423 1,440,600 1,517,023 780,298 1970 Jul-88 27.5 years CPHP-XVII - London Square Village Oklahoma City, Oklahoma 203,978 4,771,695 4,975,673 3,071,989 1975 Aug-88 27.5 years CPHP-XVIII - Ascension Towers Memphis, Tennessee 176,341 7,488,959 7,665,300 4,043,727 1979 Aug-88 27.5 years Coleman Manor Associates Limited Partnership - Coleman Manor Baltimore, Maryland 61,281 3,569,331 3,630,612 1,870,349 1903 Aug-88 27.5 years CPHP-XX - Holiday Heights Fort Worth, Texas 245,577 2,101,101 2,346,678 1,338,107 1972 Oct-88 32 years CPHP-XXII - Harriet Tubman Terrace - Berkeley, California 366,372 4,292,537 4,658,909 2,310,555 1975 Aug-88 27.5 years ------------ ------------ ------------ ------------ ----- ------- ------------- $ 4,636,162 $ 69,058,784 $ 73,694,946 $ 39,237,714 ============ ============ ============ ============
F-15 -------------------------------------------------------------------------------- See notes to schedule. CENTURY PACIFIC HOUSING FUND-I -------------------------------------------------------------------------------- NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION OF OPERATING PARTNERSHIPS IN WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS DECEMBER 31, 2002 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 Mortgage Residual Purchase Other Name and Property Name Notes Note Note Notes Total ---------------------- ------------ ------------ ------------ ------------ ------------ CPHP-I Charter House $ 721,685 $ 1,770,999 $ -- $ -- $ 2,492,684 CPHP-II VOA/Sunset Park, Ltd. Sunset Park 2,055,704 8,196,607 -- 345,751 10,598,062 CPHP-III Highland Park -- -- -- -- -- CPHP-IV Forest Glen Estates -- -- -- -- -- CPHP-V Jaycee Towers 1,944,679 6,942,573 -- 264,703 9,151,955 CPHP-VI Edgewood -- -- -- -- -- CPHP-VII Gulfway Terrace 2,245,141 4,463,642 -- 287,805 6,996,588 CPHP-VIII Sunset Townhouses 481,884 1,077,927 -- 20,108 1,579,919 CPHP-IX Wind Ridge 3,012,512 905,532 -- 64,165 3,982,209 CPHP-X Bergen Circle 5,225,192 11,776,818 -- 860,742 17,862,752 CPHP-XI Continental Terrace -- -- -- -- -- CPHP-XII Yale Village -- -- -- -- -- CPHP-XIII Atlantis 1,670,172 8,060,338 -- 52,522 9,783,032 CPHP-XIV Kings Row -- -- -- -- -- CPHP-XV Castle Gardens -- -- -- -- -- CPHP-XVI Rockwell Villa 400,433 1,245,430 -- 62,638 1,708,501 CPHP-XVII London Square Village 1,706,241 3,094,896 -- 291,829 5,092,966 CPHP-XVIII Ascension Towers 2,637,852 7,553,606 -- 506,205 10,697,663 Coleman Manor Associates Limited Partnership Coleman Manor 2,102,803 -- -- 40,000 2,142,803 CPHP-XX Holiday Heights 729,505 2,819,383 -- -- 3,548,888 CPHP-XXII Harriet Tubman Terrace 1,186,721 6,277,004 221,500 -- 7,685,225 ------------ ------------ ------------ ------------ ------------ $ 26,120,524 $ 64,184,755 $ 221,500 $ 2,796,468 $ 93,323,247 ============ ============ ============ ============ ============
-------------------------------------------------------------------------------- See notes to schedule. F-16 CENTURY PACIFIC HOUSING FUND-I -------------------------------------------------------------------------------- NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION OF OPERATING PARTNERSHIPS IN WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS DECEMBER 31, 2002 NOTE 3 - RECONCILIATION OF REAL ESTATE AND ACCUMULATED DEPRECIATION
ACCUMULATED COST DEPRECIATION -------------- -------------- Balance at December 31, 1999 $ 108,915,961 $ 49,049,371 Additions during year: Improvements 580,382 -- Depreciation -- 4,290,578 -------------- -------------- Balance at December 31, 2000 109,496,343 53,339,949 Additions during year: Improvements 674,897 -- Depreciation -- 4,267,847 -------------- -------------- Balance at December 31, 2001 110,171,240 57,607,796 Additions during year: Improvements 439,129 -- Depreciation -- 2,696,180 Deductions during year: Cost of real estate sold (36,915,423) -- Accumulated depreciation of real estate sold -- (21,066,262) -------------- -------------- $ 73,694,946 $ 39,237,714 ============== ==============
F-17 Schedule IV Page 1 of 4 CENTURY PACIFIC HOUSING FUND-I -------------------------------------------------------------------------------- MORTGAGE LOANS ON REAL ESTATE OF OPERATING PARTNERSHIPS IN WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS DECEMBER 31, 2002
MONTHLY PAYMENTS ORIGINAL FINAL TO MATURITY FACE CARRYING INTEREST MATURITY (NET OF HUD AMOUNT 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% March 2013 $ 8,238 $ 1,325,700 $ 721,685 CPHP-II VOA/Sunset Park, Ltd. Sunset Park November Denver, Colorado 7% 2014 8,825 4,859,300 2,055,704 CPHP-III Highland Park December Topeka, Kansas 3% 2008 10,835 2,914,500 -- CPHP-IV Forest Glen Estates Kansas City, Kansas 7.5% April 2013 6,703 2,787,000 -- CPHP-VI 3% plus Edgewood treasury January Danville, Illinois bill rate 2013 18,928 2,360,000 -- CPHP-VII Gulfway Terrace New Orleans, Louisiana 7% June 2015 8,320 3,616,200 2,245,141 CPHP-IX Wind Ridge Wichita, Kansas 8.625% July 2010 23,800 3,060,000 3,012,512 CPHP-X Bergen Circle Springfield, Massachusetts 6.92% March 2018 4,818 7,381,100 5,225,192 CPHP-V Jaycee Towers September Dayton, Ohio 8.5% 2012 7,701 3,361,200 1,944,679 CPHP-VIII Sunset Townhouses September Newton, Kansas 8.5% 2012 1,864 828,300 481,884 ------------ ------------ ------------ ------------ ------------ Balance Brought Forward 100,032 32,493,300 15,686,797 ------------ ------------ ------------
-------------------------------------------------------------------------------- See notes to schedule. F-18 Schedule IV Page 2 Of 4 CENTURY PACIFIC HOUSING FUND-I -------------------------------------------------------------------------------- MORTGAGE LOANS ON REAL ESTATE OF OPERATING PARTNERSHIPS IN WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS DECEMBER 31, 2002
MONTHLY PAYMENTS ORIGINAL FINAL TO MATURITY FACE CARRYING INTEREST MATURITY (NET OF HUD AMOUNT OF AMOUNT OF DESCRIPTION(1) RATE DATE SUBSIDY) MORTGAGE MORTGAGE(2) -------------- ------------ ------------ ------------ ------------ ------------ BALANCE BROUGHT FORWARD $ 100,032 $ 32,493,300 $ 15,686,797 CPHP-XI Continental Terrace Fort Worth, Texas 7% March 2013 8,636 3,002,600 -- CPHP-XII Yale Village December Houston, Texas 8.5% 2011 9,655 3,363,300 -- CPHP-XIII Atlantis Virginia Beach, Virginia 8.5% March 2012 7,336 2,946,500 1,670,172 CPHP-XIV Kings Row Houston, Texas 7% June 2015 22,595 4,000,000 -- CPHP-XV Castle Gardens Lubbock, Texas 8.5% June 2015 4,808 1,949,900 -- CPHP-XVI Rockwell Villa September Oklahoma City, Oklahoma 7% 2013 1,968 812,700 400,433 CPHP-XVII London Square Village Oklahoma City, Oklahoma 7.5% June 2012 8,020 3,153,900 1,706,241 CPHP-XVIII Ascension Towers Memphis, Tennessee 7% May 2015 9,671 4,290,000 2,637,852 Coleman Manor Associates Limited Partnership Coleman Manor Baltimore, Maryland 10% July 2029 12,545 2,365,000 2,102,803 CPHP-XX Holiday Heights Fort Worth, Texas 7% April 2014 3,272 1,252,700 729,505 CPHP-XXII Harriet Tubman Terrace Berkeley, California 7% October 2015 4,233 1,882,700 1,186,721 ------------ ------------ ------------ $ 192,771 $ 61,512,600 $ 26,120,524 ============ ============ ============
-------------------------------------------------------------------------------- See notes to schedule. F-19 Schedule IV Page 3 Of 4 CENTURY PACIFIC HOUSING FUND-I -------------------------------------------------------------------------------- MORTGAGE LOANS ON REAL ESTATE OF OPERATING PARTNERSHIPS IN WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS DECEMBER 31, 2002
MONTHLY PAYMENTS ORIGINAL FINAL TO MATURITY FACE CARRYING INTEREST MATURITY (NET OF HUD AMOUNT OF AMOUNT OF DESCRIPTION(1) RATE DATE SUBSIDY) MORTGAGE MORTGAGE(2) -------------- ------------ ------------ ------------ ------------ ------------ Residual notes (second mortgages): Century Pacific Housing Partnership-I (CPHP-I) Charter House December Dothan, Alabama (1) 2002 (1) $ 781,581 $ 1,770,999 CPHP-II VOA/Sunset Park, Ltd. December Denver, Colorado (1) 2002 (1) 2,462,936 8,196,607 CPHP-III Highland Park December Topeka, Kansas (1) 2002 (1) 3,936,695 -- CPHP-IV Forest Glen Estates December Kansas City, Kansas (1) 2002 (1) 1,733,923 -- CPHP-VI Edgewood December Danville, Illinois (1) 2002 (1) 415,192 -- CPHP-VII Gulfway Terrace December New Orleans, Louisiana (1) 2002 (1) 1,255,000 4,463,642 CPHP-IX Wind Ridge December Wichita, Kansas (1) 2003 (1) 1,053,084 905,532 CPHP-X Bergen Circle Springfield, Massachusetts (1) July 2013 (1) 3,547,072 11,776,818 CPHP-V Jaycee Towers Dayton, Ohio (1) October 2005 (1) 2,245,673 6,942,573 CPHP-VIII Sunset Townhouses Newton, Kansas (1) August 2003 (1) 341,229 1,077,927 ------------ ------------ BALANCE BROUGHT FORWARD 17,772,385 35,134,098 ------------ ------------
-------------------------------------------------------------------------------- See notes to schedule. F-20 Schedule IV Page 4 Of 4 CENTURY PACIFIC HOUSING FUND-I -------------------------------------------------------------------------------- MORTGAGE LOANS ON REAL ESTATE OF OPERATING PARTNERSHIPS IN WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS DECEMBER 31, 2002
MONTHLY PAYMENTS ORIGINAL FINAL TO MATURITY FACE CARRYING INTEREST MATURITY (NET OF HUD AMOUNT OF AMOUNT OF DESCRIPTION(1) RATE DATE SUBSIDY) MORTGAGE MORTGAGE(2) -------------- ------------ ------------ ------------ ------------ ------------ BALANCE BROUGHT FORWARD $ 17,772,385 $ 35,134,098 CPHP-XI Continental Terrace Fort Worth, Texas (1) October 2003 (1) 1,595,364 -- CPHP-XII Yale Village Houston, Texas (1) August 2003 (1) 1,255,000 -- CPHP-XIII Atlantis Virginia Beach, Virginia (1) July 2003 (1) 2,552,584 8,060,338 CPHP-XIV Kings Row Houston, Texas (1) August 2003 (1) 1,537,518 -- CPHP-XV Castle Gardens Lubbock, Texas (1) July 2003 (1) 1,160,247 -- CPHP-XVI Rockwell Villa Oklahoma City, Oklahoma (1) July 2003 (1) 398,629 1,245,430 CPHP-XVII London Square Village Oklahoma City, Oklahoma (1) July 2003 (1) 979,071 3,094,896 CPHP-XVIII Ascension Towers Memphis, Tennessee (1) August 2003 (1) 2,404,667 7,553,606 CPHP-XX Holiday Heights Fort Worth, Texas (1) October 2004 (1) 909,472 2,819,383 CPHP-XXII Harriet Tubman Terrace December Berkeley, California (1) 2003 (1) 2,036,000 6,277,004 ------------ ------------ $ 32,600,937 $ 64,184,755 ============ ============
-------------------------------------------------------------------------------- See notes to schedule. F-21 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, 2002 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 - RECONCILIATION OF MORTGAGES AND RESIDUAL NOTES
MORTGAGE RESIDUAL LOANS NOTES ------------ ------------ Balance at December 31, 1999 $ 38,994,066 $ 84,264,754 Additions during year: Accrued interest -- 7,119,427 New mortgage loan 3,060,000 -- Deductions during year: Payments (2,806,929) (2,044,850) ------------ ------------ Balance at December 31, 2000 39,247,137 89,339,331 Additions during year: Accrued interest -- 7,417,773 New mortgage loan 4,000,000 -- Deductions during year: Payments (2,814,149) (2,633,149) ------------ ------------ Balance at December 31, 2001 40,432,988 94,123,955 Additions during year: Accrued interest -- 6,839,025 Deductions during year: Forgiveness of note -- (18,416,317) Note assumed in sale (8,670,437) (10,350,167) Payments (5,642,047) (8,011,741) ------------ ------------ $ 26,120,524 $ 64,184,755 ============ ============
-------------------------------------------------------------------------------- F-22 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. CENTURY PACIFIC HOUSING FUND - I Date: 8/15/03 /s/ IRWIN JAY DEUTCH ----------------- ------------------------------------------------- By: Irwin Jay Deutch, as Managing General Partner and Century Pacific Capital I Corporation, as Corporate General Partner and as Attorney-in-Fact for all Investor Limited Partners Date: 8/15/03 /s/ IRWIN JAY DEUTCH ----------------- ------------------------------------------------- By: Irwin Jay Deutch, President 19 EXHIBITS Exhibit Number Description ------ ----------- 31.1 Certification Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 31.2 Certification Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* * Filed herewith