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, 2005
COMMISSION FILE NUMBER 033-11194
CENTURY PACIFIC HOUSING FUND-I
A CALIFORNIA LIMITED PARTNERSHIP
I.R.S. EMPLOYER IDENTIFICATION NO. 95-3938971
1 E. Stow Road, Marlton, NJ 08053
REGISTRANT'S TELEPHONE NUMBER: (856) 596-3008
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.
Documents Incorporated by Reference
Registrant's Prospectus dated April 15, 1987, as amended (the Prospectus) and
the Registrant's Supplement No. 3 dated December 21, 1988 to Prospectus dated
April 15, 1987 (Supplement No. 3) but only to the extent expressly incorporated
by reference in Parts I through IV hereof. Capitalized terms, which are not
defined herein, have the same meaning as in the Prospectus.
1
TABLE OF CONTENTS
PART 1
3 ITEM 1 BUSINESS
4 ITEM 2 PROPERTIES
6 ITEM 3 LEGAL PROCEEDINGS
6 ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
6 ITEM 5 MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS
6 ITEM 6 SELECTED FINANCIAL DATA
7 ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS
11 ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
11 ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
11 ITEM 9 CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
12 ITEM 9a CONTROLS AND PROCEDURES
12 ITEM 9b OTHER INFORMATION
PART III
12 ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
13 ITEM 11 EXECUTIVE COMPENSATION
13 ITEM 12 PARTNERSHIP INTEREST OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
14 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
14 ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
15 ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
16 SIGNATURES
2
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), 9 of which are still owned at March 31, 2005. 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, significant risks remain 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 2004,
none of the Operating Partnerships have suffered an event of recapture of the
Low-Income Housing Tax Credits. 2002 was the final year of credits.
Each of the Operating Partnerships receives 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 May 25, 2005, six of the Operating Partnerships' Section 8 contracts are
due to expire in 2005. 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, 2005, 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
Property Average
Name Occupancy Initial Initial Government
Location Calendar Purchase Cash Down Mortgage Residual Other Assistance
Rental Units Year 2004 Price Payment Assumed Note Notes Program
- -------------------------- ------------ -------------- ------------- ------------- --------------- -------------- -------------
Century Pacific 92% $5,700,000 $ 400,196 $ 1,661,507 $ 8,129,339 $264,703 Section 236
Housing Partnership V-
(CPHP-V)- Jaycee Towers
Dayton, Ohio
204 residential units
CPHP - XVIII 76% 6,727,500 409,094 2,361,261 8,895,378 556,438 Section 236
Ascension Towers
Memphis, TN
197 residential units
Coleman Manor 95% 3,990,000 (1) 1,625,000 2,088,887 - 40,000 221(d)(3)
Associates Limited Section 8
Partnership
Baltimore, MD
50 residential units
CPHP - XX 93% 2,200,000 191,000 638,835 3,301,329 - Section 236
Holiday Heights Section 8
Fort Worth, TX
100 residential units
CPHP - XXII 98% 4,732,000 593,000 1,064,038 7,387,862 221,500 (2) Section 236
Harriet Tubman Terrace Section 8
Berkeley, CA
91 residential units
CPHP - I - Charter 100% 2,146,460 196,000 618,229 1,899,334 - Section 236
House
Dothan, AL
100 residential units
CPHP - VII - Gulfway 85% 5,700,000 683,000 2,001,225 5,226,658 287,806 Section 236
Terrace Section 8
New Orleans, LA
206 residential units
CPHP -IX - Windridge 96% 3,500,000 382,000 2,987,009 990,901 71,294 Section 221(d)(3)
Wichita, KS Section 8
136 residential units Flexible
Subsidy Loan
CPHP - X - Bergen Circle 96% 12,261,000 1,768,000 4,841,673 13,209,816 913,147 Section 236
Springfield, MA Section 8
201 residential units
--------------------------------------------------------------------
$46,956,960 $6,247,290 $18,262,664 $49,040,617 $2,354,888
====================================================================
(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.
5
ITEM 3. LEGAL PROCEEDINGS
Operating Partnerships - Ascension Towers
- -----------------------------------------
In May 2005, HUD initiated foreclosure proceedings against an Operating
Partnership, Ascension Towers, in which the Partnership has an equity
investment. The proceedings resulted from the Operating Partnership defaulting
on its HUD-insured non-recourse mortgage in March 2005. As a result, if HUD is
successful in the foreclosure proceedings, the Operating Partnership would
transfer the real property it owns to HUD. Management of this Operating
Partnership is attempting to sell the property before foreclosure. At this time,
the outcome of the proceeding cannot be predicted.
Other
- -----
There are no pending legal proceedings against the Partnership or any other
Operating Partnership in which the Partnership has an investment as of the date
of this report.
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, 2005.
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 September 12, 2005 was
approximately 2,092, holding 22,315 units.
As of September 12, 2005 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, 2005, and as of March 31, 2005 and 2004, 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, 2003, 2002 and 2001 and for the years ended March 31, 2002 and 2001
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.
6
YEAR ENDED MARCH 31,
---------------------------------------------------------------------
OPERATIONS 2005 2004 2003 2002 2001
--------- --------- --------- --------- ---------
Revenues $ -- $ -- $ -- $ 400 $ 800
Operating
Expenses (60,000) (60,000) (65,623) (80,379) (69,421)
Equity in Net
Losses of
Operating
Partnerships -- -- -- -- (15,633)
--------- --------- --------- --------- ---------
Net Loss $ (60,000) $ (60,000) $ (65,623) $ (79,979) $ (84,254)
========= ========= ========= ========= =========
Net Loss per
Unit of
Limited
Partnership
Interest $ (2.69) $ (2.69) $ (2.94) $ (4) $ (4)
========= ========= ========= ========= =========
MARCH 31,
---------------------------------------------------------------------
2005 2004 2003 2002 2001
--------- --------- --------- --------- ---------
FINANCIAL POSITION
Total
Assets $ 4,934 $ 4,934 $ 4,934 $ 5,503 $ 9,619
========= ========= ========= ========= =========
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
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, 2005, the Partnership's portfolio consists of 9 properties. The
properties are located in 9 states and contain 1,285 residential units. The
average occupancy level for all properties at December 31, 2004 was
approximately 92% 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.
The government restricts rental rate increases. A substantial amount of the
revenue generated by this property 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 Partnership, the
Partnership does not control property disposition decisions. At the present
time, management is aware of intentions of the general partners to sell the
investment properties in the near future.
7
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. 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
partnership management fees, an annual amount up to .5% of invested assets, will
accrue for payment in future operating years.
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.
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.
8
2. The current tenants may receive a housing voucher administered by the
local Housing Authority. The projects will accept vouchers and actively
seek applicants who have vouchers. The projects will also accept
non-voucher residents who will pay rent amounts not to exceed the
maximum rents for persons at 60% of the median income level as in
compliance with Section 42 of the Internal Revenue Code (IRC).
3. If no subsidies or vouchers are given to the projects or the tenants,
all rents will be raised not to exceed the maximum rents for persons at
60% of the median income level 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, 2005 are summarized in the following table:
LESS THAN AFTER
TOTAL 1 YEAR 1-3 YEARS 4-5 YEARS 5 YEARS
------------------ ---------------- ---------------- ---------------- ------------------
Mortgage
Payable $18,262,664 $ 908,256 $1,990,011 $2,295,550 $13,068,847
================== ================ ================ ================ ==================
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
2005 Compared to 2004
For the fiscal year ended March 31, 2005, the Partnership recorded a $60,000 net
loss, consistent with the prior fiscal year. Overhead expenses remained
constant.
In accordance with the equity method of accounting for limited partnership
9
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, 2005.
Combined rental revenue of the Operating Partnerships decreased by approximately
$736,000 during the calendar year, due primarily to the sales of four properties
during the year. Of the nine remaining properties, combined rental revenues
increased approximately 2.2% from 2003 to 2004. The average occupancy level, in
total, remained relatively constant in the Operating Partnerships. The combined
total expenses of the Operating Partnerships decreased by approximately
$1,029,000 in the current year again due primarily to the sales of four
properties during 2004. However, expenses of the nine remaining properties
increased approximately 5.5% due primarily to increases in interest expense,
utilities, and repairs and maintenance.
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
due to the indebtedness on the properties surpassing their fair market value.
As a result of the above, in 2004, the Operating Partnerships sold the following
properties:
BASIS
OF CANCELLATION
OPERATING PROJECT DATE SELLING ASSET GAIN/ OF DEBT
PARTNERSHIP NAME LOCATION SOLD PRICE SOLD (LOSS) INCOME
- ------------------------ -------------- ------------- ------------ ---------------- --------------- ---------------- --------------
Century Pacific
Housing Sunset Denver,
Partnership II Park CO 08/30/04 $8,300,000 $4,301,705 $3,998,295 $2,943,232
Century Pacific Virginia
Housing Atlantis Beach,
Partnership XIII Apartments VA 06/30/04 $8,400,000 $4,602,331 $3,797,669 $2,024,100
Century Pacific Oklahoma
Housing Rockwell City,
Partnership XVI Villa OK 12/23/04 $1,100,000 $1,139,668 $ (39,668) $1,448,406
Century Pacific Oklahoma
Housing London City,
Partnership XVII Square OK 12/23/04 $3,900,000 $2,780,690 $1,119,310 $2,765,936
2004 Compared to 2003
For the fiscal year ended March 31, 2004, the Partnership recorded a net loss of
approximately $60,000, as compared to a net loss of approximately $66,000 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, 2004.
10
Combined rental revenue of the Operating Partnerships decreased by approximately
$5,468,000 during the calendar year. The average occupancy level, in total,
remained relatively constant in the Operating Partnerships. The combined total
expenses decreased by approximately $6,900,000 in the current year primarily due
to decreases in utilities, repairs and maintenance, depreciation and
amortization, 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
due to the indebtedness on the properties surpassing their fair market value.
As a result of the above, in 2003, the Operating Partnerships sold the following
property:
BASIS
OF CANCELLATION
OPERATING PROJECT DATE SELLING ASSET OF DEBT
PARTNERSHIP NAME LOCATION SOLD PRICE SOLD GAIN INCOME
- ------------------------ --------------- ------------ ------------- ------------- ------------- -------------- --------------
Century
Pacific
Housing
Partnership Sunset Newton
VIII Townhouses KS 12/19/03 $728,008 $656,079 $71,929 $1,145,216
This property was sold at fair market value, which was less than the existing
debt on the property.
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.
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
On July 28, 2004, the prior auditors, Rubin Brown, Gornstein & Co., LLP
("Rubin") were dismissed as auditors for the Partnership. The decision to change
accountants was approved by the general partners of the Partnership. Rubin's
report on the Partnership's financial statements for the year ended March 31,
2003 contained a modification as to uncertainty of the Partnership to
11
continue as a going concern. Rubin's report on the above mentioned financial
statements contained no adverse opinion or disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope or accounting principles,
other than those previously discussed.
Effective July 28, 2004, the Partnership engaged Asher & Company, Ltd. (Asher)
to perform the audit of the Partnership's financial statements as of and for the
years ended March 31, 2005 and March 31, 2004.
There are no known disagreements on any matter of accounting principles or
practices or financial statement disclosure with current or predecessor
auditors.
ITEM 9a. CONTROLS AND PROCEDURES
As of the end of the period reported in this report, an evaluation was carried
out, under the supervision of our management, including the Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures, pursuant to Rule 13a-15 of
the Securities Exchange Act of 1934. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were effective, in all material respects, with respect
to the recording, processing, summarizing and reporting of information required
to be disclosed by us in the reports that we file or submit under the Exchange
Act.
There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of the evaluation described above.
ITEM 9b. OTHER INFORMATION
None.
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 Officer of
CPCC:
IRWIN JAY DEUTCH
Irwin Jay Deutch, age 64, 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
12
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
JAMES V. BLEILER
Mr. Bleiler is chief financial officer of Century Pacific Realty Corporation. He
previously was a Senior Auditor for Arthur Anderson & Company, Controller for
Atlantic Aviation Corporation and Assistant Controller for Provident National
Bank. He has over 37 years of diversified experience in real estate accounting
and commercial banking. Mr. Bleiler holds a Bachelor of Science degree in
Accounting from Widener University, and is a Certified Public Accountant.
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, 2005, 2004 and 2003, CPCC, a general
partner of the Partnership, and CPRC, a general partner of the Operating
Partnerships, earned $199,607, $229,170, and $497,467, 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 the fiscal year 2005, 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.
13
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.
Four of the properties were sold out of the Operating Partnerships in 2002
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 was 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 in 2004. The sales
prices of these properties were established based upon an independent market
valuation performed by the accounting firm of Novogradac & Company.
In addition, as of March 31, 2005, the third-party buyer had entered into a
conditional contract to acquire CPEC, CPCC, CPRC, and their affiliated companies
and partnerships from Deutch's family trust. As of March 31, 2005, these
acquisitions had not yet occurred, but are anticipated to occur in 2006.
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES
a. AUDIT FEES. The aggregate fees billed for each of the last two
fiscal years for professional services rendered by the principal
accountant for the audit of the Partnership's annual financial
statements and review of the financial statements included in the
Partnership's Forms 10-Q, or services that are normally provided by
the accountant in connection with the statutory and regulatory
filings or engagements for such two fiscal years, amounted to
$12,000 in 2005 and $12,000 in 2004.
b. AUDIT RELATED FEES. There were no fees billed in each of the last
two fiscal years for professional services rendered by the principal
accountant for assurance and related services by the principal
accountant that were reasonably related to the performance of the
audit or review of the Partnership's financial statements.
c. TAX FEES. There were no fees billed in each of the last two fiscal
years for professional services rendered by the principal accountant
for tax compliance, tax advice and tax planning services.
d. ALL OTHER FEES. There were no fees billed in each of the last two
fiscal years for products and services provided by the principal
accountant other than the services reported in the three preceding
paragraphs.
14
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Exhibits and Financial Statement Schedules
(1) Financial Statements:
F-1 Report of Independent Registered Public Accounting Firm as of
March 31, 2005 and 2004
F-2 Report of Independent Registered Public Accounting Firm as of
March 31, 2003
F-3 Balance Sheets as of March 31, 2005 and 2004
F-4 Statements of Operations for the Years Ended March 31, 2005,
2004 and 2003
F-5 Statements of Partners' Deficit for the Years Ended March 31,
2005, 2004 and 2003
F-6 Statements of Cash Flows for the Years Ended March 31, 2005,
2004 and 2003
F-7 Notes to Financial Statements
Financial Statement Schedules:
F-15 Schedule III - Real Estate and Accumulated Depreciation of
Operating Partnerships in which CPHF-I has Limited Partnership
interests
F-17 Notes to Schedule III - Real Estate and Accumulated
Depreciation of Operating Partnerships in which CPHF-I has
Limited Partnership Interests
F-19 Schedule IV - Mortgage Loans on Real Estate of Operating
Partnerships in which CPHF-I has Limited Partnership Interests
F-21 Notes to Schedule IV - Mortgage Loans on Real Estate of
Operating Partnerships in which CPHF-I has Limited Partnership
Interests
(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*
(d) Financial Statement Schedule
Not applicable
* Filed herewith
15
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Partners
Century Pacific Housing Fund - I
We have audited the accompanying balance sheets of Century Pacific Housing Fund
- - I as of March 31, 2005 and 2004, and the related statements of operations,
partners' deficit and cash flows for the years 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.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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, 2005 and 2004, and the results of its operations and its cash
flows for the years then ended, 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 Note 3 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 audit was 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 audit 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/ ASHER & COMPANY, LTD.
Philadelphia, PA
May 24, 2005
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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 the related statements of operations, partners'
deficit 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.
We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). 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
audit provides 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 the results of its operations and its cash flows for
the year then ended, 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 audit was 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-2
CENTURY PACIFIC HOUSING FUND-I
BALANCE SHEETS
ASSETS
MARCH 31,
--------------------------
2005 2004
----------- -----------
Cash $ -- $ --
Receivable from related parties (Note 4) 4,934 4,934
Investments in Operating Partnerships (Notes 1 and 5) -- --
----------- -----------
TOTAL ASSETS $ 4,934 $ 4,934
=========== ===========
LIABILITIES AND PARTNERS' DEFICIT
Accounts payable and accrued expenses $ 10,800 $ 10,800
Advance from affiliate (Note 4) 62,455 62,455
Payable to related parties (Note 4) 1,264,072 1,204,072
----------- -----------
TOTAL LIABILITIES 1,337,327 1,277,327
----------- -----------
COMMITMENTS AND CONTINGENCIES (NOTE 6) -- --
----------- -----------
PARTNERS' DEFICIT
General partners (405,370) (404,170)
Limited partners, $1,000 stated value per unit,
50,000 units authorized, 22,315 units issued
and outstanding (Note 2) (927,023) (868,223)
----------- -----------
TOTAL PARTNERS' DEFICIT (1,332,393) (1,272,393)
----------- -----------
$ 4,934 $ 4,934
=========== ===========
F-3
See accompanying notes to financial statements.
CENTURY PACIFIC HOUSING FUND-I
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,
--------------------------------------------
2005 2004 2003
------------ ------------ ------------
REVENUES
Transfer fees $ -- $ -- $ 400
------------ ------------ ------------
EXPENSES
Allocated overhead expenses -
affiliate (Note 4) 60,000 60,000 60,000
Other general and administrative -- -- 5,623
------------ ------------ ------------
TOTAL EXPENSES 60,000 60,000 65,623
------------ ------------ ------------
LOSS BEFORE EQUITY IN NET LOSSES OF
OPERATING PARTNERSHIPS (60,000) (60,000) (65,623)
EQUITY IN NET LOSSES OF OPERATING
PARTNERSHIPS (NOTE 5) -- -- --
------------ ------------ ------------
NET LOSS $ (60,000) $ (60,000) $ (65,623)
============ ============ ============
ALLOCATION OF NET LOSS
General partners $ (1,200) $ (1,200) $ (1,312)
Limited partners (58,800) (58,800) (64,311)
------------ ------------ ------------
$ (60,000) $ (60,000) $ (65,623)
============ ============ ============
NET LOSS PER UNIT OF LIMITED
PARTNERSHIP INTEREST (NOTE 1) $ (2.69) $ (2.69) $ (2.94)
============ ============ ============
AVERAGE NUMBER OF OUTSTANDING UNITS 22,315 22,315 22,315
============ ============ ============
F-4
See accompanying notes to financial statements.
CENTURY PACIFIC HOUSING FUND-I
STATEMENTS OF PARTNERS' DEFICIT
FOR THE YEARS ENDED MARCH 31, 2005, 2004, AND 2003
GENERAL LIMITED
PARTNERS PARTNERS TOTAL
------------ ------------ ------------
PARTNERS' DEFICIT -
APRIL 1, 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)
NET LOSS (1,200) (58,800) (60,000)
------------ ------------ ------------
PARTNERS' EQUITY DEFICIT -
MARCH 31, 2004 (404,170) (868,223) (1,272,393)
NET LOSS (1,200) (58,800) (60,000)
------------ ------------ ------------
PARTNERS' EQUITY DEFICIT -
MARCH 31, 2005 $ (405,370) $ (927,023) $ (1,332,393)
============ ============ ============
PERCENTAGE INTEREST -
MARCH 31, 2005 2% 98% 100%
============ ============ ============
F-5
See accompanying notes to financial statements.
CENTURY PACIFIC HOUSING FUND-I
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31,
2005 2004 2003
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (60,000) $ (60,000) $ (65,623)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Increase (decrease) in accounts
payable and accrued expenses -- -- 1,515
Increase in payable to related
parties 60,000 60,000 63,539
------------ ------------ ------------
NET CASH USED IN OPERATING ACTIVITIES -- -- (569)
------------ ------------ ------------
NET DECREASE IN CASH -- -- (569)
CASH - BEGINNING OF PERIOD -- -- 569
------------ ------------ ------------
CASH - END OF PERIOD $ -- $ -- $ --
============ ============ ============
F-6
See accompanying notes to financial statements.
CENTURY PACIFIC HOUSING FUND-I
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2005, 2004 AND 2003
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.
The Partnership fiscal year end is 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, has 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.
SYNDICATION COSTS
Public offering costs have been recorded as a direct reduction to the
capital accounts of the Limited Partners.
F-7
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 operated 21 multi-family
residential apartment properties (the properties). As of March 31,
2005, the Operating Partnerships still own 9 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-8
CENTURY PACIFIC HOUSING FUND-I
Notes to Financial Statements (Continued)
3. GOING CONCERN
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, 2005, 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, four of which concerned the maturity of purchase notes
for which the Operating Partnerships will not be able to satisfy the
obligations. The fifth going concern issue related to substantial
operating losses suffered by the Operating Partnership.
Management maintains that the general partners and affiliates, though
not required to do so, will continue to fund current 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 either generate sufficient cash distributions to the
Partnership to cover such expenses or when the Operating Partnerships
are sold. At the present time, the general partners are making a
conscious effort to sell these properties. The financial statements do
not 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-9
CENTURY PACIFIC HOUSING FUND-I
Notes to Financial Statements (Continued)
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, 2005, 2004 and 2003 as follows:
2005 2004 2003
-------------- ------------- --------------
Reimbursement for overhead allocated from
Century Pacific Equity Corporation (CPEC) $ 60,000 $ 60,000 $ 60,000
-------------- ------------- --------------
Supervisory management fee (CPCC and CPRC) $ 47,903 $ 65,178 $ 142,220
Partnership management fee (CPCC and CPRC) 151,704 163,992 355,247
-------------- ------------- --------------
199,607 229,170 497,467
-------------- ------------- --------------
$ 259,607 $ 289,170 $ 557,467
============== ============= ==============
At March 31, 2005 and 2004, payable to related parties totaling
$1,264,072 and $1,204,072, respectively, consists of fees and certain
general and administrative costs accrued as an unsecured non-interest
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, 2005 and 2004
represents unsecured cash advances to several of the Operating
Partnerships.
At March 31, 2005 and 2004, CPRC was owed $62,455 for unsecured
non-interest bearing, demand cash advances to the Partnership.
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, 2005 and 2004, the Partnership had no outstanding advances
due to the general partners.
F-10
CENTURY PACIFIC HOUSING FUND-I
Notes to Financial Statements (Continued)
5. INVESTMENTS IN LIMITED PARTNERSHIPS
At March 31, 2005, 2004, and 2003 the Partnership owned limited
partnership interests in 9, 13, and 14 Operating Partnerships,
respectively. At March 31, 2005 and 2004, the Operating Partnerships
had investments in 9 and 13 multi-family rental properties,
respectively.
The Partnership's equity in net operating losses in these Operating
Partnerships has exceeded the investment balance. Consequently, the
investment balances have been reduced to zero in accordance with the
equity method of accounting.
Summarized combined balance sheets as of December 31, 2004 and 2003 and
statements of operations for the three years ended December 31, 2004 of
the aforementioned Operating Partnerships are as follows:
CENTURY PACIFIC HOUSING FUND I
COMBINED BALANCE SHEETS
ASSETS
2004 2003
------------- -------------
Cash $ 477,773 $ 1,214,875
Reserve for replacements 1,449,989 2,401,190
Land and buildings 21,282,002 31,995,190
Other assets 1,293,298 2,301,586
------------ ------------
$24,503,062 $37,912,841
============ ============
LIABILITIES AND PARTNERS' DEFICIT
Notes payable $69,658,169 $95,439,666
Other liabilities 3,330,287 6,119,414
------------ ------------
72,988,456 101,559,080
Partners' deficit (48,485,394) (63,646,239)
------------ ------------
$24,503,062 $37,912,841
============ ============
F-11
CENTURY PACIFIC HOUSING FUND-I
Notes to Financial Statements (Continued)
COMBINED STATEMENTS OF OPERATIONS
2004 2003 2002
-------------- ------------- -------------
REVENUES
Rental income 10,235,954 10,971,490 16,439,759
Other income 306,092 512,719 505,106
------------ ------------ ------------
TOTAL REVENUES 10,542,046 11,484,209 16,944,865
EXPENSES
Utilities 1,711,524 1,810,426 2,589,173
Repairs and maintenance 2,616,958 3,292,371 4,088,639
Management fees 791,391 862,216 1,754,513
Other operating expense 4,780,676 3,956,008 6,334,058
Interest 4,829,705 5,384,436 6,488,810
Depreciation and amortization 2,269,079 2,722,856 3,656,439
------------ ------------ ------------
TOTAL EXPENSES 16,999,333 18,028,313 24,911,632
------------ ------------ ------------
OTHER INCOME
Cancellation of debt income 10,328,450 1,145,216 18,416,317
Net gain on sales of assets 8,875,606 71,929 12,366,376
------------ ------------ ------------
19,204,056 1,217,145 30,782,693
------------ ------------ ------------
NET INCOME/(LOSS) 12,746,769 (5,326,959) 22,815,926
============ ============ ============
ALLOCATION OF INCOME/(LOSS)
Century Pacific Housing Fund - I $12,491,834 $(5,220,420) $22,359,607
General partners and other
limited partners 254,935 (106,539) 456,319
------------ ------------ ------------
$12,746,769 $(5,326,959) $22,815,926
============ ============ ============
In 2004, the Operating Partnerships sold the following properties:
CANCELLATION
OPERATING PROJECT DATE SELLING BASIS OF GAIN/ OF DEBT
PARTNERSHIP NAME LOCATION SOLD PRICE ASSET SOLD (LOSS) INCOME
- ------------------------ ------------- ----------- ----------- -------------- --------------- -------------- --------------
Century Pacific
Housing Sunset Denver,
Partnership II Park CO 08/30/04 $8,300,000 $4,301,705 $3,998,295 $2,943,232
Century Pacific Virginia
Housing Part- Atlantis Beach,
nership XIII Apartments VA 06/30/04 8,400,000 $4,602,331 $3,797,669 $2,024,100
Century Pacific Oklahoma
Housing Rockwell City,
Partnership XVI Villa OK 12/23/04 $1,100,000 $1,139,668 $(39,668) $1,448,406
Century Pacific Oklahoma
Housing London City,
Partnership XVII Square OK 12/23/04 $3,900,000 $2,780,690 $1,119,310 $2,765,936
F-12
CENTURY PACIFIC HOUSING FUND-I
Notes to Financial Statements (Continued)
In 2003, the Operating Partnerships sold the following property:
CANCELLATION
OPERATING PROJECT DATE SELLING BASIS OF OF DEBT
PARTNERSHIP NAME LOCATION SOLD PRICE ASSET SOLD GAIN INCOME
- ------------------------- -------------- ------------- ------------ -------------- --------------- ------------- ---------------
Century Pacific
Housing
Partnership Sunset Newton
VIII Townhouses KS 12/19/03 $728,008 $656,079 $71,929 $1,145,216
This property was sold at its fair market value, which was less than the
existing debt on the property.
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 2005, where requested by an owner,
for an additional one-year term at current rent levels.
As of March 31, 2005, six of the Operating Partnerships' Section 8
contracts will expire during 2005. 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
It is not possible to estimate the fair value of related party
receivables, advance from affiliate or payable to related parties since
such amounts result from related party transactions, the terms of which
may not be available from other sources.
F-13
CENTURY PACIFIC HOUSING FUND-I
Notes to Financial Statements (Continued)
8. QUARTERLY FINANCIAL DATA (UNAUDITED)
The Partnership's unaudited quarterly financial information is as
follows:
Net Loss Per Unit of
Quarter Ended Net Loss Limited Partnership Interest
------------- -------- ----------------------------
June 30, 2004 $(15,000) $(0.67)
September 30, 2004 $(15,000) $(0.67)
December 30, 2004 $(15,000) $(0.67)
March 31, 2005 $(15,000) $(0.67)
Quarter Ended
-------------
June 30, 2003 $(15,000) $(0.67)
September 30, 2003 $(15,000) $(0.67)
December 30, 2003 $(15,000) $(0.67)
March 31, 2004 $(15,000) $(0.67)
9. SUBSEQUENT EVENTS
In May 2005, an Operating Partnership, Harriet Tubman, located in
Berkeley, California sold the property for $6,650,937 for a gain of
$4,672,293. There were no cash proceeds resulting from this sale.
In March 2005, an Operating Partnership, Ascension Towers, located in
Memphis, Tennessee, defaulted on its HUD-insured non-recourse mortgage.
In May 2005, this mortgage was assigned to HUD who intends to foreclose
upon the property. Management is actively pursuing the sale of the
property in early 2006.
F-14
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, 2004
INITIAL COST TO COST CAPITALIZED (DISPOSED OF)
OPERATING PARTNERSHIP SUBSEQUENT TO ACQUISITION
------------------------------- ------------------------------
DESCRIPTION ENCUMBRANCES BUILDINGS AND BUILDINGS AND
(1) (2) LAND IMPROVEMENTS LAND IMPROVEMENTS
------------ ------------ ----------- --------------- --------- ----------------
Century Pacific Housing
Partnership I (CPHP-I) -
Charter House
Dothan, Alabama $ 2,517,563 $ 179,578 $ 1,918,124 $ - $ 240,060
CPHP-VII
Gulfway Terrace
New Orleans, LA 7,515,689 270,343 5,429,657 237 424,680
CPHP-IX
Windridge
Wichita, Kansas 4,049,204 169,514 3,330,486 146 946,254
CPHP-X
Bergen Circle
Springfield, MA 18,964,636 901,206 11,359,794 - 1,826,857
CPHP-V
Jaycee Towers
Dayton, Ohio 10,055,549 599,719 5,096,481 - 493,926
CPHP-XVIII
Ascension Towers
Memphis, Tennessee 11,813,077 176,341 6,551,159 - 1,091,778
Coleman Manor Associates
Limited Partnership
Coleman Manor
Baltimore, MD 2,128,887 61,281 3,384,621 - 216,598
CPHP-XX
Holiday Heights
Fort Worth, TX 3,940,164 202,445 1,942,864 43,132 295,207
CPHP-XXII
Harriet Tubman
Berkeley, CA 8,673,400 361,275 3,807,339 5,097 499,491
------------ ---------- ------------ -------- -----------
$69,658,169 $2,921,702 $42,820,525 $ 48,612 $ 6,034,851
============ ========== ============ ======== ===========
F-15
Schedule III
Page 2 Of 2
CENTURY PACIFIC HOUSING FUND-I
REAL ESTATE AND ACCUMULATED DEPRECIATION OF OPERATING PARTNERSHIPS
IN WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS, continued
DECEMBER 31, 2004
LIFE ON WHICH
DEPRECIATION
IN LATEST
DATE INCOME
GROSS AMOUNT AT WHICH ACCUMULATED OF DATE STATEMENT
CARRIED AT CLOSE OF YEAR DEPRECIATION CNSTN ACQUIRED IS COMPUTED
------------------------------------------------------------------ --------- --------- ----------------
DESCRIPTION BUILDINGS AND BUILDINGS AND
(1) LAND IMPROVEMENTS TOTAL IMPROVEMENTS
------------ ----------- -------------- ---------- ---------------
Century Pacific Housing
Partnership I (CPHP-I) -
Charter House
Dothan, Alabama $ 179,578 $ 2,158,184 $2,337,762 1,357,925 1972 Dec-87 27.5 YEARS
CPHP-VII
Gulfway Terrace
New Orleans, LA 270,580 5,854,337 6,124,917 3,948,493 1970 Dec-87 10-40 YEARS
CPHP-IX
Windridge
Wichita, Kansas 169,660 4,276,740 4,446,400 2,770,472 1969 Dec-87 10-40 YEARS
CPHP-X
Bergen Circle
Springfield, MA 901,206 13,186,651 14,087,857 8,229,472 1976 Dec-87 10-40 YEARS
CPHP-V
Jaycee Towers
Dayton, Ohio 599,719 5,590,407 6,190,126 3,324,822 1970 Dec-88 27.5 YEARS
CPHP-XVIII
Ascension Towers
Memphis, Tennessee 176,341 7,642,937 7,819,278 4,635,567 1979 Aug-88 27.5 YEARS
Coleman Manor Associates
Limited Partnership
Coleman Manor
Baltimore, MD 61,281 3,601,219 3,662,500 2,116,502 1903 Aug-88 27.5 YEARS
CPHP-XX
Holiday Heights
Fort Worth, TX 245,577 2,238,071 2,483,648 1,537,277 1972 Oct-88 32 YEARS
CPHP-XXII
Harriet Tubman
Berkeley, CA 366,372 4,306,830 4,673,202 2,623,158 1975 Aug-88 27.5 YEARS
---------- ----------- ----------- -----------
$2,970,314 $48,855,376 $51,825,690 $30,543,688
========== =========== =========== ===========
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, 2004
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
Mortgage Residual Purchase Other
Notes Note Note Notes Total
------------------------------------------------------------------------------
CPHP-I Charter House $ 618,229 $ 1,899,334 $ - $ - $ 2,517,563
CPHP-V Jaycee Towers 1,661,507 8,129,339 - 264,703 10,055,549
CPHP-VII Gulfway Terrace 2,001,225 5,226,658 - 287,806 7,515,689
CPHP-IX Windridge 2,987,009 990,901 - 71,294 4,049,204
CPHP-X Bergen Circle 4,841,673 13,209,816 - 913,147 18,964,636
CPHP-XVIII Ascension Towers 2,361,261 8,895,378 - 556,438 11,813,077
Coleman Manor Associates
LP -Coleman Manor 2,088,887 - - 40,000 2,128,887
CPHP-XX Holiday Heights 638,835 3,301,329 - - 3,940,164
CPHP-XXII Harriet Tubman
Terrace 1,064,038 7,387,862 221,500 - 8,673,400
------------------------------------------------------------------------------
$18,262,664 $49,040,617 $221,500 $2,133,388 $69,658,169
==============================================================================
F-17
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, 2004
NOTE 3 - RECONCILIATION OF REAL ESTATE AND ACCUMULATED DEPRECIATION
ACCUMULATED
COST DEPRECIATION
-------------- --------------
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)
------------ -------------
Balance at December 31, 2002 73,694,946 39,237,714
Additions during year:
Improvements 681,543 --
Depreciation -- 2,709,328
Deductions during year:
Cost of real estate sold (1,322,852) --
Accumulated depreciation of
real estate sold -- (888,595)
------------ -------------
Balance at December 31, 2003 $ 73,053,637 $ 41,058,447
Additions during year:
Improvements 355,944 --
Depreciation -- 2,259,733
Deductions during year:
Cost of real estate sold (21,583,891) --
Accumulated depreciation of
real estate sold -- (12,744,492)
------------ -------------
Balance at December 31, 2004 $ 51,825,690 $ 30,543,688
============ =============
F-18
CENTURY PACIFIC HOUSING FUND-I
MORTGAGE LOANS ON REAL ESTATE OF OPERATING
PARTNERSHIPS IN WHICH CPHF-I HAS
LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 2004
Schedule IV
Page 1 of 2
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)
- -----------------------------------------------------------------------------------------------------------------
Century Pacific Housing
Partnership I (CPHP-I) -
Charter House Mar
Dothan, Alabama 7% 2013 $ 8,238 $ 1,325,700 $ 618,229
CPHP-VII
Gulfway Terrace June
New Orleans, LA 7% 2015 8,320 3,616,200 2,001,225
CPHP-IX
Windridge July
Wichita, Kansas 8.625% 2010 23,800 3,060,000 2,987,009
CPHP-X
Bergen Circle Mar
Springfield, MA 6.92% 2018 4,818 7,381,100 4,841,673
CPHP-V
Jaycee Towers Sept
Dayton, Ohio 8.5% 2012 7,701 3,361,200 1,661,507
CPHP-XVIII
Ascension Towers May
Memphis, Tennessee 7% 2015 9,671 4,290,000 2,361,261
Coleman Manor Associates, LP
Coleman Manor July
Baltimore, MD 10% 2029 12,545 2,365,000 2,088,887
CPHP-XX
Holiday Heights April
Fort Worth, TX 7% 2014 3,272 1,252,700 638,835
CPHP-XXII
Harriet Tubman Oct
Berkeley, CA 7% 2015 4,233 1,882,700 1,064,038
---------------------------------------------------
$ 82,598 $28,534,600 $18,262,664
===================================================
F-19
CENTURY PACIFIC HOUSING FUND-I
MORTGAGE LOANS ON REAL ESTATE OF OPERATING
PARTNERSHIPS IN WHICH CPHF-I HAS
LIMITED PARTNERSHIP INTERESTS, continued
DECEMBER 31, 2004
Schedule IV
Page 2 Of 2
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)
- -----------------------------------------------------------------------------------------------------------
Century Pacific Housing
Partnership I (CPHP-I) -
Charter House December
Dothan, Alabama (1) 2002 (1) $ 781,581 $1,899,334
CPHP-VII
Gulfway Terrace December
New Orleans, LA (1) 2002 (1) 1,255,000 5,226,658
CPHP-IX
Windridge December
Wichita, Kansas (1) 2002 (1) 1,053,084 990,901
CPHP-X
Bergen Circle July
Springfield, MA (1) 2013 (1) 3,547,072 13,209,816
CPHP-V
Jaycee Towers October
Dayton, Ohio (1) 2005 (1) 2,245,673 8,129,339
CPHP-XVIII
Ascension Towers August
Memphis, Tennessee (1) 2003 (1) 2,404,667 8,895,378
Coleman Manor Associates, LP
Coleman Manor
Baltimore, MD - - (1) - -
CPHP-XX
Holiday Heights October
Fort Worth, TX (1) 2004 (1) 909,472 3,301,329
CPHP-XXII
Harriet Tubman December
Berkeley, CA (1) 2003 (1) 2,036,000 7,387,862
-----------------------------
$14,232,549 $49,040,617
=============================
F-20
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, 2004
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%
or 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, 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)
------------ ------------
Balance at December 31, 2002 26,120,524 64,184,755
Additions during year:
Accrued interest -- 4,787,190
Deductions during year:
Forgiveness of note (481,884) (1,077,927)
Payments (1,149,066) --
------------- -----------
Balance at December 31, 2003 24,489,574 67,894,018
Additions during year:
Accrued interest -- 3,434,909
Deductions during year:
Forgiveness of note (5,106,553) (4,075,121)
Payments (1,120,357) (18,213,189)
------------- ------------
Balance at December 31, 2004 $ 18,262,664 $ 49,040,617
============ ============
F-21
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: February 8, 2006 /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: February 8, 2006 /s/ IRWIN JAY DEUTCH
----------------- -------------------------------------------------
By: Irwin Jay Deutch, President
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