-----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, UiwzjP3cPSIcUHVYuNP5Rf9IkelpjkzEmwTpeLng2UienygumpjkWkcOA8pyqijW AGfoLJ9aFUyMpkWUfwlUpg== 0000840258-96-000002.txt : 19960716 0000840258-96-000002.hdr.sgml : 19960716 ACCESSION NUMBER: 0000840258-96-000002 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960715 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PACIFIC TAX CREDIT HOUSING FUND II CENTRAL INDEX KEY: 0000840258 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 954178283 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-24537 FILM NUMBER: 96594421 BUSINESS ADDRESS: STREET 1: 1925 CENTURY PARK EAST STE 1760 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 8002628242 MAIL ADDRESS: STREET 1: 1925 CENTURY PARK EAST STREET 2: SUITE 1760 CITY: LOS ANGELES STATE: CA ZIP: 90067 10-K 1 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, 1996 Commission file number 33-24537 CENTURY PACIFIC TAX CREDIT HOUSING FUND II (Exact name of registrant as specified in its charter) CALIFORNIA 95-4178283 (State of other jurisdiction of (IRS Employer incorporation of organization) Identification Number) 1925 Century Park East, Suite 1760 Los Angeles, CA 90067 (Address of principal executive offices) Registrant's telephone number, including area code: (800) 262-8242 NO CHANGE (Former name, former address and former fiscal year if changed since last report) Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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 [ ] EX-27 2
5 YEAR YEAR MAR-31-1996 MAR-31-1995 MAR-31-1996 MAR-31-1995 2,178 1,196 0 0 0 0 0 0 0 0 2,948 2,966 0 0 0 0 1,398,015 1,555,203 970,458 796,561 0 0 0 0 0 0 0 0 0 0 1,398,015 1,555,203 2,200 1,500 2,200 1,500 0 0 0 0 175,115 194,948 (331,085) (419,531) 0 0 (331,085) (419,531) 0 0 0 0 0 0 0 0 0 0 (331,085) (419,531) 0 0 0 0
EX-99 3 TABLE OF CONTENTS PART 1 ITEM 1 BUSINESS 3 ITEM 2 PROPERTIES 4 ITEM 3 LEGAL PROCEEDINGS 5 ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 5 PART II ITEM 5 MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS 6 ITEM 6 SELECTED FINANCIAL DATA 6 ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS 7 ITEM 8 FINANCIAL STATEMENTS 12 ITEM 9 CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE 12 PART III ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 13 ITEM 11 EXECUTIVE COMPENSATION 14 ITEM 12 PARTNERSHIP INTEREST OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 15 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 15 PART IV ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K 16 SIGNATURES 17 PART I ITEM 1. BUSINESS Century Pacific Tax Credit Housing Fund-II (CPTCHF-II or the Partnership) was formed on September 2, 1988 as a limited partnership under the laws of the State of California to invest in multifamily housing developments (the Properties). The Partnership's business is to invest primarily in other limited partnerships (Operating Partnerships) that are organized for the purposes of either constructing or acquiring and operating existing affordable multifamily rental apartments (the Properties) 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 has invested in two Properties, each of which qualifies for the Low Income Housing Tax Credit. Both 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. The partnership does not employ any persons. Alternatively, the partnership reimburses an affiliate for allocated overhead, consisting primarily of payroll costs. In order to stimulate private investment in low and moderate income housing of the types in which CPTCHF-II has invested, the federal government, through the Department of Housing and Urban Development (HUD), has provided investors with significant ownership incentives, such as interest subsidies, rent supplements, mortgage insurance and other measures, with the intent of reducing the risks and providing the investors/owners with certain tax benefits, limited cash distributions and the possibility of long-term capital gains. However, there are significant risks inherent in this type of housing. Long-term investments in real estate limit the ability of CPTCHF-II to vary its portfolio in response to changing economic, financial and investment conditions, 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 owns the Properties. As a limited partner, CPTCHF-II'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. The Partnership's primary objective is to provide Low-Income Housing Tax Credits to its limited partners generally over a 10-year period. Each of the Partnership's Operating Part- nerships has been allocated, by the relevant state tax credit agency, an annual amount of the Low-Income Housing Tax Credits for 10 years from the date the Property was placed in service. The required holding period of the Properties is 15 years (the Compliance Period). The Properties must satisfy rent restriction, 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 Credits at all times during the Compliance Period. Once an Operating Partnership has become eligible for the Low-Income Housing Tax Credits, 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 Require- ments. To date, neither of the Operating Partnerships have suffered an event of recapture of Low-Income Housing Tax Credit. ITEM 2. PROPERTIES As of March 31, 1996, CPTCHF-II 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 provided by HUD and the Illinois Housing Development Authority (IHDA). The table below summarizes the Operating Partnerships acquired and the government assistance programs benefiting each Property. Further information concerning these Properties may be found in Supplement No. 2 to the Prospectus, pages 4 through 66, which information is incorporated herein by reference and is summarized below. Washington Courts Plumley Village Chicago, Illinois Boston, MA 103 Resid units 430 Resid units ----------------------------------- Average Occupancy 1995 98% 97% Date of Acquisition of Interest 5/1/89 8/1/89 Percent Interest in Operating Partnership 90% 60% Capital Contribution Obligation: Total at March 31, 1996 $2,743,413 $1,616,280 Paid through March 31, 1996 2,743,413 1,616,280 Mortgage Note, 12/31/95 5,076,014 8,342,889 Residual Note, 12/31/95 -- 4,047,488 Purchase Note, 12/31/95 -- 5,154,129 Other Note, 12/31/95 -- 405,895 Government Assisted Program HUD Insured/IHDA HUD/Sec 236 HAP Contract Sec 8 ITEM 3. LEGAL PROCEEDINGS As of March 31, 1996, there were no pending legal proceedings against CPTCHF-II or any Operating Partnership in which it has invested. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS As of March 31, 1996, there were no submissions of matters to a vote of security holders. PART II ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS There is at present 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 24 and 52 of the Prospectus, which information is incorporated herein by reference. The number of owners of Units as of May 30, 1996 was approximately 508, holding 5,754 units. As of May 30, 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 CPTCHF-II's significant accounting policies. Year Ended March 31, - ------------------------------------------------------------ Operations 1996 1995 1994 1993 1992 ________________ ______ ______ ______ _____ _____ Revenues $2,200 $1,500 $1,000 $1,500 $3,252 Operating expenses (175,115)(194,948)(223,148)(241,544)(249,400) Equity in Net Losses of Operating Partnerships(158,170)(226,083)(228,942)(408,668)(734,433) Net Loss (331,085)(419,531)(451,090)(648,712)(980,581) ============================================== Net Loss per Unit of Limited Partnership Interest $ (57) $ (72) $ (78) $ (112) $ (169) Financial Position __________________ Total Assets $1,398,015 $1,555,203 $1,794,776 $2,074,737 $2,545,131 ========== ========= ========= ========= ========= ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS Liquidity and Capital Resources The Partnership offered limited partnership interests to the public during calendar year 1989, pursuant to a Registration Statement filed under the Securities Act of 1933. The Partnership raised $5,754,000 in equity capital and, thereafter, invested in Operating Partnerships, which own multifamily Properties located in Illinois and Massachusetts representing approximately $25,000,000 of Property value. These properties under Section 42 of the Internal Revenue Code earn low-income housing tax credits which are passed through to the individual partners of the Partnership. Low- Income housing tax credits earned by the Partnership for calendar years 1995, 1994 and 1993 were $859,233, $859,232, and $856,945 respectively. As of March 31, 1996 and 1995, the Partnership portfolio consists of two Properties totalling 533 units. For a summary of the combined financial status of the Operating Partnerships and the Properties, see the financial information contained under ITEM 14. The market for multifamily residential properties throughout the country continued to show signs of improvement in 1995, as the ongoing absence of significant new construction activity further improved the market's supply and demand characteristics. Management believes that overall real estate market conditions will improve further in 1996 along with the continued improvement in general economic conditions. In addition, the recent increases in market interest rate levels will make new construction more expensive to finance, which should continue to limit the addition of new multifamily units to the existing supply. However, the effects of the gradually improving market conditions on the Partnership's operating property investments, while positive, are limited by the government restrictions on rental rate increases. A substantial amount of the revenue generated by these properties comes from rental subsidy payments made by federal or state housing agencies. These features, which are characteristic of all low-income housing properties, limit the pool of potential buyers for these real estate assets. As a limited partner of the Operating Partnerships, the Partnership does not control property disposition decisions, and management is not aware of any plans or intentions of the general partners of these partnerships to sell any of the investment properties in the near future. 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 administrative expenses and pay the Partnerships management fee. At the present time, the Operating Partnerships have not generated sufficient cash distributions to fund the Partnership's expenses. As a result of the foregoing, the Partnership has been dependent upon its affiliates and the General Partners for continued financial support to meet its expenses. Though there can be no assurance, management believes that affiliates and/or the General Partners, though not required to do so, will continue to fund operations of the Partnership and defer receipt of payment of allocated overhead, administrative expenses and partnership management fees. Allocated administrative expenses paid or accrued to affiliates and the General Partners represent reimbursement of the actual cost of goods and materials used for or by the Partnership, salaries, related payroll costs and other administrative items incurred or allocated, and direct expenses incurred in rendering legal,accounting/bookkeeping, computer, printing and public relations services. Items excluded from the overhead allocation include overhead expenses of the General Partners, including rent and salaries of employees not specifically performing the services described above. Unpaid allocated administrative expenses and partner- ship management fees, an annual amount up to .5% of invested assets, will accrue for payment in future operating years. The Partnership is not expected to have access to any significant sources of financing. Accordingly, if unforeseen contingencies arise that cause an Operating Partnership to require additional capital to sustain operations, in addition to that previously contributed by the Partnership, 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 Part- nerships. 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 Ominbus Budget Reconciliation Act of 1990 The Partnership is organized as a limited partnership and is "pass through" tax entity which does not, itself, pay federal income tax. However, the partners of the Partner- ship, who are subject to federal income tax, may be affected by the Tax Reform Act of 1986, the Omnibus Budget Recon- ciliation Act of 1987, the Technical and Miscellaneous Revenue Act of 1988, the Ominbus Budget Reconciliation Act of 1989 and the Ominbus 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 fiscal year of the Partnership ends on March 31 of each year, however, the fiscal year of each Operating Partnership ends on December 31. Therefore, the earnings and losses of the Operating Partnerships reflected on the equity method in the Partnership's financial statements for its current fiscal year are for the calendar year ended December 31, 1995. 1996 Compared to 1995 For the fiscal year ended March 31, 1996, the Partnership recorded a net loss of approximately $331,000, as compared to a net loss of approximately $420,000 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 of approximately $68,000 and a decrease in the expenses of approximately $20,000 for the current fiscal year. General and administrative expenses, namely allocated administrative expenses and partnership management fees, continue each fiscal year to comprise an increasing portion of the Partnership's net loss. This trend results primarily from a decrease in the Partnership's recognition of equity losses from the Operating Partnerships in each subsequent fiscal year. 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. One of the two investments has had an equity method basis of zero since March 31, 1993. The Partnership's recorded share of the Operating Partnerships' losses in the current fiscal period consists of losses of approximately $158,000 from the Washington Courts Limited Partnership. In the prior fiscal year, losses of approximately $226,000 from the operations of Washington Courts was recorded. The carrying value of the Partnership's investment in Laurel- Clayton was reduced to zero during fiscal 1993. In the aggregate, combined rental revenue of the Operating Partnerships increased during the current calendar year. The combined total rental revenue increased by approximately $442,000 in the current calendar year, with the largest increase occurring at Laurel-Clayton. The average occupancy levels remained at or above 97% in both calendar years in both properties. Such results reflect the generally improving market conditions referred to above. Contrary to the improvement in revenue, the combined total expenses of the two operating properties increased by approximately $227,000 in the current year primarily due to an increase in repairs and maintenance, management fees, depreciation and other operating expenses. 1995 Compared to 1994 For the fiscal year ended March 31, 1995, the Partnership recorded a net loss of approximately $420,000, as compared to a net loss of approximately $451,000 for the prior fiscal year. The decrease in net loss is a result of a decrease in the Partnership's equity in net losses of the Operating Partnerships of approximately $3,000 and a decrease in the expenses of approximately $28,000 for the 1995 fiscal year. General and administrative expenses, namely allocated administrative expenses and partnership management fees, continue each fiscal year to comprise an increasing portion of the Partnership's net loss. This trend results primarily from a decrease in the Partnership's recognition of equity losses from the Operating Partnership in each subsequent fiscal year. 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. One of the two investments has had an equity method basis of zero since March 31, 1993. The Partnership's recorded share of the Operating Partnerships' losses in the 1995 fiscal period consists of losses of approximately $226,000 from the Washington Courts Limited Partnership. In the prior fiscal year, losses of approximately $229,000 from the operation of Washington Courts was recorded. The carrying value of the Partnership's investment in Laurel- Clayton was reduced to zero during fiscal 1993. In the aggregate, combined rental revenue of the Operating Partnerships increased during the 1994 calendar year. The combined total rental revenue increased by approximately $253,000 in the 1994 calendar year, with the largest increase occurring at Laurel-Clayton. The average occupancy levels remained at or above 98% in both calendar years in both properties. The increase in revenue is primarily attributable to an annual adjustment of contract rents of approximately 7.5% at Laurel-Clayton and 3% at Washington Courts. Such results reflect the generally improving market conditions referred to above. Contrary to the improvement in revenue, the combined total expenses of the two operating properties increased by approximately $209,000 in the 1994 calendar year primarily due to an increase in repairs and maintenance and security contract expenses at one of the properties. In addition to several nonrecurring maintenance projects being completed at the property, a security contract was entered into during the 1994 calendar year. 1994 Compared to 1993 For the fiscal year ended March 31, 1994, the Partnership recorded a net loss of approximately $451,000, as compared to a net loss of approximately $649,000 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 of approximately $180,000 and a decrease in the expenses of approximately $18,000 for the 1994 fiscal year. General and administrative expenses, namely allocated administrative expenses and partnership management fees, continue each fiscal year to comprise an increasing portion of the Partnership's net loss. This trend results primarily from a decrease in the Partnership's recognition of equity losses from the Operating Partnerships in each subsequent fiscal year. 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. One of the two investments had an equity method basis of zero since March 31,1993. The Partnership's recorded share of the Operating Partnerships' losses in the 1994 fiscal period consists of losses of approximately $229,000 from the Washington Courts Limited Partnership. In the prior fiscal year, losses of approximately $234,000 from the operations of Washington Courts was recorded in addition to a loss of approximately $175,000 from the Laurel-Clayton Limited Partnership. The carrying value of the Partnership's investment in Laurel-Clayton was reduced to zero during fiscal 1993. In the aggregate, combined rental revenue of the Operating Partnerships increased during the 1993 calendar year by approximately $73,000, with the largest increase occurring at Washington Courts. The average occupancy levels increased from 95% in calendar year 1992 to 98% in calendar year 1993 in both properties. The increase in revenue at Washington Courts is primarily attributable to an annual adjustment of contract rents of approximately 2%. Such results reflect the generally improving market conditions referred to above. Contrary to the improvement in revenue, the combined total expenses of the two operating properties increased by approximately $173,000 during the calendar year 1993, primarily due to an increase in repairs and maintenance expenses at one of the properties. Several nonrecurring maintenance projects were completed at the properties during the calendar year 1993. In general, repairs and maintenance expenses run high at these properties due to a combination of their ages, applicable regulatory requirements and management's operating philosophy. Such expenses do, however, fluctuate from year-to-year. 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 Net 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 The financial statements together with the report of the independent auditors thereon are set forth on the pages indicated in ITEM 14. ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE On February 21, 1996, the prior auditors, Reznick, Fedder & Silverman, were dismissed as auditors for the Partnership. The decision to change accountants was approved by the Partnership's Board of Directors. Reznick, Fedder & Silverman's report on the Partnership's financial state- ments for the years ended March 31, 1995 and 1994, contained a modification as to uncertainty of the Partnerships to continue as a going concern. Reznick, Fedder & Silverman's report on the above mentioned financial statements contained no adverse opinions or disclaimer of opinions, and was not qualified as to uncertainty, audit scope or accounting principles, other than those previously discussed. Effective February 21, 1996, the Partnership engaged Rubin, Brown, Gornstein & Co., LLP to perform the audit of the Partnership's financial statements as of and for the year ending March 31, 1996. There are no known disagreements on any matter of accounting principles or practices or 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 II Corporation (CPII) (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 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 CPII: 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 CPTCHF-II 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 CPII 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 BA 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, CPII, a General Partner of the Partnership, earned $132,097 , $132,814, and $131,867, respectively, of partnership management fees. During the fiscal years ended March 31, 1996, 1995 and 1994, the Partnership accrued $37,600, $37,600 and $37,600, respectively, for the reimbursement of 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 CPTCHF-II 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. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Irwin J. Deutch is the Managing General Partner of CPTCHF-II, and CPII is also a General Partner. Irwin J. Deutch is the sole Director and President of CPII, and the stock of CPII 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), a General Partner of the Operating Partnerships that own the Properties in which CPTCHF-II has invested. CPII received a partnership management fee for its services in managing and advising the Partnership and its business. 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 financial statements found under ITEM 14. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this report: (1) Financial Statements: FDS Notes to Financial Statements (2) Financial Statement Schedules: Schedule III - Real Estate and Accumulated Depreciation of Operating Partnerships in which CPTCHF-II has Limited Partnership Interests Notes to Schedule III - Real Estate and Accumulated Depreciation of Operating Partnerships in which CPTCHF-II has Limited Partnership Interests Schedule IV - Mortgage Loans on Real Estate of Operating Partnerships in which CPTCHF-II has Limited Partnership Interests Notes to Schedule IV - Mortgage Loans on Real Estate of Operating Partnerships in which CPTCHF-II has Limited Partnership Interests 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 did file with the Securities and Exchange Commission a Current Report on Form 8-K during the year ending 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 amendment to be signed on its behalf by the undersigned, thereunto duly authorized. CENTURY PACIFIC TAX CREDITHOUSING FUND - II By: Irwin Jay Deutch, as Managing General Partner Date:____________ _________________________________ and Century Pacific Capital II Corporation, as Corporate General Partner and as attorney-in-fact for all Investor Limited Partners Date:____________ ___________________________________ -17- EX-99 4 INDEPENDENT AUDITORS' REPORT Partners Century Pacific Tax Credit Housing Fund II St. Louis, Missouri We have audited the accompanying balance sheet of Century Pacific Tax Credit Housing Fund-II as of March 31, 1996 and the related statements of operations, partners' equity and cash flows for the year then ended. 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 audit. The financial statements of Century Pacific Tax Credit Housing Fund-II as of March 31, 1995 and 1994, were audited by other auditors, whose reports dated June 16, 1995 and June 17, 1994, respectively, expressed an unqualified opinion on those statements. We conducted our audit 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 the significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present faily, in all material respects, the financial position of Century Pacific Tax Credit Fund-II as of March 31, 1996 and the results of its operation and its cash flows for the year then ended, in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the partnership will continue as a going concern. As discussed in Notes 2, 3 and 4 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 are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. May 30, 1996 CENTURY PACIFIC TAX CREDIT HOUSING FUND-II STATEMENT OF PARTNERS' EQUITY For the Years Ended March 31, 1996, 1995 and 1994 General Limited Partners Partners Total _________ ___________ ___________ Partners'Equity(Deficit) -April 1,1993 $(32,761) $1,662,024 $1,629,263 Net Loss (4,511) (446,579) (451,090) __________________________________ Partners'Equity(Deficit) -March 31, 1994 (37,272) (1,215,445) $1,178,173 Net Loss (4,195) (415,336) (419,531) __________________________________ Partners'Equity(Deficit) -March 31, 1995 (41,467) 800,109 758,642 Net Loss (3,311) (327,774) (331,085) __________________________________ Partners'Equity(Deficit) -March 31, 1996 $(44,778) $472,335 $427,557 ============================================================= Percentage Interest -March 31, 1996 1% 99% 100% ============================================================= CENTURY PACIFIC TAX CREDIT HOUSING FUND-II Statement of Cash Flows For the Years Ended March 31, _______________________________ 1996 1995 1994 _________ _________ _________ Cash Flows From Operating Activities Net Loss $(331,085) $(419,531) $(451,090) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Amortization of organ- ization costs - 14,155 50,934 Equity in net losses of Operating Part. 158,170 226,083 228,942 Change in Assets and liabilities: Incr(decr) in accounts payable and acrued exp (5,718) 5,744 (16,232) Incr in due to affiliates 169,697 174,214 187,361 Incr in loan payable- affiliate 9,918 - - _____________________________________________________________ Net Cash Provided By (Used in) Operating Activities 982 665 (85) _____________________________________________________________ Net Increase(Decrease) in Cash 982 665 (85) Cash, Beginning Of Year 1,196 531 616 _____________________________________________________________ Cash, End Of Year $2,178 $1,196 $531 ============================================================= CENTURY PACIFIC TAX CREDIT HOUSING FUND-II NOTES TO FINANCIAL STATEMENTS March 31, 1996, 1995 And 1994 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 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. Estimates And Assumptions 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 revenues and expenses during the reported 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 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. Syndication Costs Public offering costs have been recorded as a direct reduction to the capital accounts of the Limited Partners. 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 5,754 for the years ending March 31, 1996, 1995 and 1994. 2. Operations Century Pacific Tax Credit Housing Fund-II, a California limited partnership, (the Partnership or CPTCHF-II), was formed on September 2, 1988 for the purpose of raising capital by offering and selling limited partnership interests and then acquiring limited partnership interests in partnerships (the Operating Partnerships) owning and operating existing residential apartment rental properties (the Properties). The general partners of the Partnership are Century Pacific Capital II Corporation, a California corporation (CPII), 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). These properties are leveraged low-income multifamily residential complexes and receive one or more forms of assistance from federal, state or local governments, or agencies (the Government Agencies). In September 1988, the Partnership began raising capital from sales of limited partnership interests, at $1,000 per unit, to limited partners. The Partner- ship authorized the issuance of a maximum of 25,000 Partnership Units of which 5,754 were subscribed and issued. The limited partnership interest offering closed as of December 31, 1989. As of March 31, 1996, the Partnership has acquired limited partnership interests of 90% in Washington Courts Limited Partnership and 60% in Laurel-Clayton Limited Partnership, two existing Operating Partnerships which own apartment rental properties. The Partnership is currently experiencing a liquidity problem as the Partnership's Operating Partnerships have not achieved operating results required to provide the Partnership with sufficient cash distributions to fund the Partnership's administrative costs. As a result of the foregoing, the Partnership has been dependent upon its affiliates and the general partners for continued financial support to meet its expenses. Though there can be no assurance, management believes that affiliates and or the general partners, though not required to do so, will continue to fund operations of the Partnership and defer receipt of payment on management fees and allocated overhead expenses. Unpaid management fees and allocated overhead expenses will accrue for payment in future operating years. Management believes that these factors do not permanently impair the net carrying value of the Partnership's investment in the Operating Partnerships. 3. Transactions With The General Partners And Affiliates Of The General Partners The General Partners of the Partnership are CPII and Irwin Jay Deutch. 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 CPII, is a general partner in each of the Operating Partnerships. The general partners have an aggregate one percent interest in the Partnership. CPRC has a one-half percent interest in each of the Operating Partnerships. 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 Partner- ship and its business. Pursuant to the partnership agreement, the Partnership is required to pay CPII an annual management fee for its services in connection with the management of the affairs of the Partnership. The annual management fee is equal to .5% of invested assets (as defined by the partnership agreement). 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 and operational 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 Corp. $37,600 $37,600 $37,600 Partnership management fee (CPII) 132,097 132,814 131,867 ____________________________ 169,697 170,414 169,467 =============================================================== At March 31, 1996 and 1995, amounts due to affiliates consist of fees and certain general and administrative costs payable by the Partnership to the general partners and affiliates totalling $919,214 and $749,517, res- pectively. At March 31, 1996 and 1995, CPII owed the Partnership for an unsecured, noninterest bearing advance of $770. At March 31, 1996 and 1995, CPRC was owed $39,918 and $30,000, respectively, for a noninterest bearing, demand, cash advance to the Partnership. The general partners may advance funds to the Part- nership 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. At March 31, 1996 and 1995, the Partnership had no outstanding advances due to the general partners. 4. Investments In Operating Partnerships At March 31, 1996 and 1995, the Partnership owned limited partnership interests in two Operating Partnerships, each of which has invested in a Property. Investments in Operating Partnerships consist of the following: 1996 1995 ________ ________ Cash contributions to Operating Partnerships to fund purchase of properties and acquisition and organization costs 4,536,020 4,536,020 Equity in net losses of Operating Partnerships (3,140,953) (2,982,783) __________ __________ $1,395,067 $1,553,237 =========================================================== The names and locations of the Properties in which the Operating Partnerships hold beneficial interests are as follows: Name of Name and Operating Partnerships Location of Property ________________________ ___________________ Washington Courts Limited Washington Courts Partnership Chicago, Illinois Laurel-Clayton Limited Plumley Village Partnership Boston, Massachusetts A summary of the combined balance sheet as of December 31, 1995 and 1994 and statements of operations of the afore- mentioned Operating Partnerships for the years then ended follows: Combined Balance Sheet Assets 1995 1994 _________ ________ Cash $304,030 $594,933 Reserve for replacements 652,506 319,492 Land and buildings 19,352,591 20,570,605 Other Assets 1,214,799 1,221,155 _______________________ $21,523,926 $22,706,185 ======================= Liabilities and Stockholders' Equity (Deficit) Notes Payable $23,026,415 $22,875,785 Other Liabilities 646,699 777,762 ________________________ 23,673,114 $23,653,547 Partners' Equity (Deficit) (2,149,188) (947,362) _______________________ $21,523,926 $22,706,185 ============================================================== Combined Statement of Operations 1995 1994 _______________________ Revenues Rental Income $5,146,633 $4,704,243 Other Income 755,470 837,604 ________________________ Total Revenues $5,902,103 $5,541,847 Expenses Utilities 792,073 826,249 Repairs & Maintenance 1,601,491 1,553,271 Management Fees 308,007 277,111 Other Operating Expenses 1,356,755 1,228,086 Interest 1,803,167 1,826,897 Depreciation and Amortization 1,074,633 997,195 _______________________ Total Expenses 6,967,580 6,708,809 _______________________ Net Loss $(1,034,023) $(1,166,962) ======================= Allocation of Loss General Partners and other limited $(342,014) $(392,216) CPTCHF-II (692,009) (774,746) _______________________ $(1,034,023) $(1,166,962) ============================================================== Restrictive Covenants And Agreements Involving The Operating Partnerships The Federal Housing Administration (FHA) and the Housing and Urban Development (HUD) exercise control over the projects through provisions of Regulatory Agreements (the Agreements). The Agreements restrict the Projects, without prior written approval from HUD, from encumbering, acquiring, altering or disposing of land, buildings and equipment; using the Property for any purpose other than the use originally intended; engaging in any other business or activity; and paying distributions to partners, compensation to officers or directors, or for any purpose other than reasonable operating expenses. The Agreements also stipulate that FHA and HUD shall control the rental rates, rate of return on investment and method of operation. In addition, the Agreements require Properties to make cash deposits on a monthly basis into a reserve fund for replacements. The respective mortgagees are the designated custodians of the reserve funds and withdrawals can only be made with HUD approval. 5. 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. Accounts Payable And Accrued Expenses The carrying amount approximates fair value. Loan Payable - Affiliate The carrying amount approximates the fair value due to the short-term nature of the note. Estimated fair values of the Company's financial instruments, all of which are held for nontrading purposes, are as follows: 1996 Carrying Fair Amount Value ______ _______ Cash $2,178 $2,178 Accounts Payable and accrued expenses (11,326) (11,326) Loan Payable - affiliate (39,918) (39,918) The estimated fair value amounts presented herein have been determined using available market information and appropriate valuation methodologies and are not necessarily indicative of the amounts the Company could realize in a current market exchange. Schedule III CENTURY PACIFIC TAX CREDIT HOUSING FUND-II REAL ESTATE AND ACCUMULATED DEPRECIATION OF OPERATING PARTNERSHIPS IN WHICH CPTCHF-II HAS LIMITED PARTNERSHIP INTERESTS DECEMBER 31, 1995 Washington Courts Apts. Plumley Village Apts. Chicago, Illinois Boston, Massachus 103 Res. Units 430 Res. Units ___________________ _________________ Encumbrances $5,076,014 $17,950,401 Initial Cost to Operating Partnership: Land 75,300 1,100,000 Buildings & Improvements 1,720,666 17,383,785 Cost Capitalized Subsequent to Acquisition: Land --- --- Buildings & Improvements 5,318,902 820,725 Gross Amount at Which Carried at Close of Year: Land 75,300 1,100,000 Buildings & Improvements 7,039,568 18,204,510 Total 7,114,868 19,304,510 Accumulated Depreciation: Buildings and Improvem 1,570,414 5,496,373 Date of Construction 1991 1973 Date Acquired 1/89 9/89 Life Upon Which Depreciation in Latest Income Statement is Computed 27.5 years 27.5 years CENTURY PACIFIC TAX CREDIT HOUSING FUND-II NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION OF OPERATING PARTNERSHIPS IN WHICH CPTCHF-II HAS LIMITED PARTNERSHIP INTERESTS DECEMBER 31, 1995 NOTE 1 - DESCRIPTION OF PROPERTIES The Properties held by the Operating Partnerships in which CPTCHF-II 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 Name ____________________________________________ Washington Courts L/P Laurel-Clayton L/P Washington Courts Plumley Village Total __________________ ______________ __________ Mortgage Notes $5,076,014 $8,342,889 $13,418,903 Residual Notes - 4,047,488 4,047,488 Purchase Note - 5,154,129 5,154,129 Other Notes - 405,895 405,895 ________________ _____________ __________ Total $5,076,014 $17,950,401 $23,026,415 ================ ============= ========== NOTE 3 - RECONCILIATION OF REAL ESTATE AND ACCUMULATED DEPRECIATION Accumulated Cost Depreciation ___________ ____________ Balance at December 31, 1992 $26,052,427 $4,045,552 Additions during year: Depreciation - 967,366 Improvements 16,161 - __________ _________ Balance at December 31, 1993 26,068,588 5,012,918 Additions during year: Depreciation - 979,236 Improvements 189,446 - __________ __________ Balance at December 31, 1994 26,258,034 5,992,154 Additions during year: Depreciation - 1,074,633 Improvements 161,344 - ___________ __________ $26,419,378 $7,066,787 =========== ========== Schedule IV CENTURY PACIFIC TAX CREDIT HOUSING FUND-II MORTGAGE LOANS ON REAL ESTATE OF OPERATING PARTNERSHIPS IN WHICH CPTCHF-II HAS LIMITED PARTNERSHIP INTERESTS DECEMBER 31, 1995 Washington Courts Laurel-Clayton Limited Partnership Limited Partnership (Washington Courts) (Plumley Village) TOTAL ________________ ______________ ______ Interest Rate 9.25% 8.5% Final Maturity Date 2031 2012 Monthly Payments to Maturity (Net of HUD Subsidy) $40,841 $23,015 63,856 Original Face Amount of 5,165,400 10,635,000 15,800,400 Mortgage Carrying Amount of Mortgage 5,076,014 8,342,889 13,418,903 CENTURY PACIFIC TAX CREDIT HOUSING FUND-II NOTES TO SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE OF OPERATING PARTNERSHIPS IN WHICH CPTCHF-II HAS LIMITED PARTNERSHIP INTERESTS DECEMBER 31, 1995 NOTE 1 - DESCRIPTION Each Operating Partnership has invested in a Property. Laurel-Clayton Limited Partnership assumed a mortgage loan obligation from the seller of the Property. The mortgage loan obligation is insured by the United States Department of Housing and Urban Development and is secured by the land and buildings of the Property. Washington Courts Limited Partnership has obtained permanent financing in the principal amount of $5,165,400 which is insured by the Federal Housing Administration. The loan bears interest at 9.25% per annum. The note will be amortized over a period of 40 years. Prepayment is prohibited during the construction period and for ten years from the date of completion of construction. NOTE 2 - RECONCILIATION OF MORTGAGES For the Year Ended December 31, 1995 _______________________ Mortgage Residual Loans Notes __________ __________ Balance at beginning of year $13,656,358 $3,823,488 Additions during year: Accrued Interest --- 224,000 Deductions during year: Payments 237,455 --- __________ _________ Balance at end of year $13,418,903 $4,047,488 ========== ========== -----END PRIVACY-ENHANCED MESSAGE-----