UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED MARCH 31, 2002
COMMISSION FILE NUMBER 33-11194
CENTURY PACIFIC HOUSING FUND-I
A CALIFORNIA LIMITED PARTNERSHIP
I.R.S. EMPLOYER IDENTIFICATION NO. 95-3938971
1925 CENTURY PARK EAST, SUITE 1900, LOS ANGELES, CA 90067
REGISTRANT'S TELEPHONE NUMBER: (310) 208-1888
Securities Registered Pursuant to Section 12(b) or 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed with the Commission by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding twelve months (or such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference to Part III of this Form 10-K
or any amendment to this Form 10-K (X)
[X]
No documents are incorporated into the text by reference.
Registrant's Prospectus dated April 15, 1987, as amended (the Prospectus) and
the Registrant's Supplement No. 3 dated December 21, 1988 to Prospectus dated
April 15, 1987 (Supplement No. 3) but only to the extent expressly incorporated
by reference in Parts I through IV hereof. Capitalized terms which are not
defined herein have the same meaning as in the Prospectus.
TABLE OF CONTENTS
<Table>
PART I
ITEM 1 BUSINESS 3
ITEM 2 PROPERTIES 4
ITEM 3 LEGAL PROCEEDINGS 7
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS 7
PART II
ITEM 5 MARKET FOR THE REGISTRANT'S PARTNERSHIP
INTERESTS 8
ITEM 6 SELECTED FINANCIAL DATA 8
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS 9
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 12
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 12
ITEM 9 CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE 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 14
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 14
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES 15
SIGNATURES 16
</Table>
PART I
ITEM 1. BUSINESS
Century Pacific Housing Fund-I (the Partnership) was formed on October 6, 1986
as a limited partnership under the laws of the State of California to invest in
multi-family housing developments. The Partnership's business is to invest
primarily in other limited partnerships (Operating Partnerships) that are
organized for the purpose of either constructing or acquiring and operating
existing affordable multi-family rental apartments that are eligible for the
Low-Income Housing Tax Credit, or to a lesser extent, the Rehabilitation Tax
Credit, both enacted by the Tax Reform Act of 1986 (sometimes referred to as
Credits or Tax Credits). The Partnership invested in 21 properties (the
properties). Each of the properties qualifies for the Low-Income Housing Tax
Credit, and one property, a historic structure, qualifies for the Rehabilitation
Tax Credit. All of these properties receive one or more forms of assistance from
federal, state or local governments. A summary of the Partnership's objectives
and a summary of the Tax Credits are provided in the Prospectus under
"Investment Objectives and Policies" and "Federal Income Tax Aspects" on pages
45 and 79, respectively, and are incorporated herein by reference.
In order to stimulate private investment in low and moderate income housing of
the types in which the Partnership has invested, the federal government has
provided investors with significant ownership incentives intended to reduce the
risks and provide investors/owners with certain tax benefits, limited cash
distributions and the possibility of long-term capital gains. The ownership
incentives include interest subsidies, rent subsidies, mortgage insurance and
other measures. However, there remains significant risks inherent in this type
of housing. Long-term investments in real estate limit the ability of the
Partnership to vary its portfolio in response to changing economic, financial
and investment conditions, and such investments are subject to changes in
economic circumstances and housing patterns, rising operating costs and
vacancies, rent controls and collection difficulties, costs and availability of
energy, as well as other factors which normally affect real estate values. In
addition, these properties usually are rent restricted and are subject to
government agency programs which may or may not require prior consent to
transfer ownership.
The Partnership acquired the properties by investing as the limited partner in
Operating Partnerships which own the properties. As a limited partner, the
Partnership's liability for obligations of the Operating Partnerships is limited
to its investment. The Partnership made capital contributions to the Operating
Partnerships in amounts sufficient to pay the Operating Partnerships' expenses
and to reimburse the general partners for their costs incurred in forming the
Operating Partnerships, if any, and acquiring the properties. For each
acquisition, this typically included a cash down payment (in one or more
installments), acceptance of the property's mortgage indebtedness, and execution
of a Purchase Money Note in favor of the seller of the property. For a summary
of the acquisition financing activities for each property, see the financial
information contained under Item 2.
The Partnership's primary objective is to provide Low-Income Housing Tax Credits
to limited partners generally over a 10-year period. Each of the Partnership's
Operating Partnerships has been allocated by the relevant state tax credit
agency an amount of the Low-Income Housing Tax Credit for 10 years from the date
the property is placed-in-service. The required holding period of the properties
is 15 years (the Compliance Period). The properties must satisfy rent
restrictions, tenant income limitations and other requirements (the Low-Income
Housing Tax Credit Requirements) in order to maintain eligibility for
recognition of the Low-Income Housing Tax Credit at all times during the
Compliance Period. Once an Operating Partnership has become eligible for the
Low-Income Housing Tax Credit, it may lose such eligibility and suffer an event
of recapture if its property fails to remain in compliance with the Low-Income
Housing Tax Credit Requirements. To date, none of the Operating Partnerships
have suffered an event of recapture of the Low-Income Housing Tax Credit.
3
Nineteen of the twenty-one Operating Partnerships receive rental subsidy
payments, including payments under Section 8 of Title II of the Housing and
Community Development Act of 1974 ("Section 8"). The subsidy agreements expire
at various times during and after the 15-year compliance period of the Operating
Partnerships. The United States Department of Housing and Urban Development
("HUD") has issued a notice implementing provisions to renew expiring Section 8
contracts as requested by an owner, for an additional one year term at current
rent levels. As of June 21, 2002, eight of the Operating Partnerships' Section 8
contracts are due to expire during 2002. The Operating Partnerships have not yet
received HUD's approval of their extension requests. At the present time, the
Partnership cannot reasonably predict legislative initiatives and government
budget negotiations, the outcome of which could result in a reduction in funds
available for the various federal and state administered housing programs
including the Section 8 program. Such changes could adversely affect the future
net operating income and debt structure of any or all Operating Partnerships
receiving such subsidy or similar subsidies.
Employees
The Partnership does not employ any persons. Alternatively, the Partnership
reimburses an affiliate for overhead allocation consisting primarily of payroll
costs.
ITEM 2. PROPERTIES
As of March 31, 2002, 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, original indebtedness assumed and the
government assistance programs benefitting each property. Further information
concerning these Properties may be found in Supplement No. 3 to the Prospectus,
pages 4 through 66, which information is incorporated herein by reference and is
summarized below.
4
<Table>
<Caption>
PROPERTY NAME, AVERAGE CASH GOVERNMENT
LOCATION AND OCCUPANCY PURCHASE DOWN PURCHASE MORTGAGE RESIDUAL ASSISTANCE
RENTAL UNITS 2002 PRICE PAYMENT NOTE ASSUMED NOTE PROGRAM
- ------------ --------- ----------- ----------- -------- ----------- ----------- -----------------
Century Pacific Housing
Partnership V
(CPHP-V) - Jaycee
Towers
Dayton, OH Section 236
204 residential units 95% $ 5,700,000 $ 400,196 $ 16,500 $ 3,000,123 $ 2,283,181 Section 8
CPHP - VIII - Sunset
Townhomes
Newton, KS
50 residential units 65% 1,225,000 138,000 -- 751,905 335,095 Section 236
CPHP - XI - Continental
Terrace
Fort Worth, TX Section 236
200 residential units 96% 4,600,000 482,883 -- 2,609,991 1,507,126 Section 8
CPHP - XII Yale
Village
Houston, TX Section 236
180 residential units 98% 5,250,000 530,894 -- 3,075,000 1,644,106 Section 8
CPHP - XIII - Atlantis
Virginia Beach, VA Section 236
208 residential units 99% 6,032,000 801,000 -- 2,678,416 2,552,584 Section 8
CPHP - XIV - Kings Row
Houston, Tx Section 236
180 residential units 76% 3,780,000 394,213 -- 1,848,269 1,537,518 Section 8
CPHP - XV - Castle
Gardens
Lubbock, TX Section 236
152 residential units 82% 3,268,000 320,140 -- 1,787,613 1,160,247 Section 8
CPHP - XVI -
Rockwell Villa
Oklahoma City, OK Section 236
60 residential units 92% 1,235,400 129,564 -- 707,207 398,629 Section 8
CPHP - XVII -
London Square Village
Oklahoma City, OK Section 236
200 residential units 88% 4,214,000 414,097 -- 2,820,832 979,071 Section 8
CPHP - XVIII
Ascension Towers
Memphis, TN
197 residential units 90% 6,727,500 409,094 50,000 3,863,739 2,404,667 Section 236
Coleman Manor
Associates Limited
Partnership
Baltimore, MD Section 221(d)(4)
50 residential units 96% 3,990,000(1) 1,625,000 -- 2,365,000 -- Section 8
</Table>
5
<Table>
<Caption>
PROPERTY NAME, AVERAGE CASH GOVERNMENT
LOCATION AND OCCUPANCY PURCHASE DOWN PURCHASE MORTGAGE RESIDUAL ASSISTANCE
RENTAL UNITS 2002 PRICE PAYMENT NOTE ASSUMED NOTE PROGRAM
- ------------ --------- ----------- ----------- -------- ----------- ----------- -----------------
CPHP - XX
Holiday Heights
Fort Worth, TX Section 236
100 residential units 97% $ 2,200,000 $ 191,000 $ -- $ 1,120,000 $ 889,000 Section 8
CPHP - XXII
Harriet Tubman Terrace
Berkeley, CA Section 236
91 residential units 99% 4,732,000 593,000 -- 1,718,171 2,420,829(2) Section 8
CPHP - I - Charter
House
Dothan, AL
100 residential units 100% 2,146,000 195,000 -- 1,169,000 782,000 Section 236
CPHP II - VOA - Section 236
Sunset Park Section 8
Denver, CO Flexible
242 residential units 95% 6,500,000 956,000 -- 3,081,144 2,462,856 Subsidy Loan
CPHP - III - Highland Section 221(d)(3)
Park Section 8
Topeka, KS Flexible
200 residential units 99% 6,900,000 939,000 -- 2,024,000 3,937,000 Subsidy Loan
CPHP - IV - Forest Section 236
Glen Estates Section 8
Kansas City, KS Flexible
160 residential units 97% 4,960,000 738,000 -- 2,488,000 1,734,000 Subsidy Loan
CPHP - VI - Edgewood
Danville, IL
150 residential units 69% 3,540,000 680,000 -- 2,359,950 500,050 Section 8
CPHP - VII - Gulfway
Terrace
New Orleans, LA Section 236
206 residential units 98% 5,700,000 683,000 -- 3,301,974 1,715,026 Section 8
Section 236
CPHP - IX - Wind Ridge Section 8
Wichita, KS Flexible
136 residential units 98% 3,500,000 382,000 -- 1,791,936 1,326,064 Subsidy Loan
CPHP - X - Bergen
Circle
Springfield, MA Section 236
201 residential units 97% 12,261,000 1,768,000 -- 6,946,158 3,546,842 Section 8
----------- ----------- -------- ----------- -----------
$98,460,900 $12,770,081 $ 66,500 $51,508,428 $34,115,891
=========== =========== ======== =========== ===========
</Table>
(1) This amount represents the development cost and not the purchase price.
(2) This total includes a flex subsidy loan in the amount of $185,000 and
the assumption of a prior residual note in the amount of $200,000.
6
ITEM 3. LEGAL PROCEEDINGS
As of June 21, 2002, there were no pending legal proceedings against the
Partnership or any Operating Partnership in which it has invested.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no submissions of matters to a vote of security holders during the
year ended March 31, 2002.
7
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS
There is at presently no public market for the Units of limited partnership
interests (the Units), and it is unlikely that any public market for the Units
will develop. See the Prospectus under "Transferability of Interests" on pages
29 and 72 of the Prospectus, which information is incorporated herein by
reference. The number of owners of Units as of May 31, 2002 was approximately
2,121, holding 22,315 units.
As of June 21, 2002, 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, 2002, and as of March 31, 2002 and 2001, are
derived from, and are qualified by reference to, our audited financial
statements included herein and should be read in conjunction with those
consolidated financial statements and the notes thereto. The selected financial
data as of March 31, 2000, 1999 and 1998 and for the years ended March 31, 1999
and 1998 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.
<Table>
<Caption>
YEAR ENDED MARCH 31,
------------------------------------------------------------------
OPERATIONS 2002 2001 2000 1999 1998
- ---------------------------- ---------- ---------- ---------- ---------- ----------
Revenues $ 400 $ 800 $ 1,000 $ 3,715 $ 1,720
Operating Expenses (80,379) (69,421) (87,407) (74,653) (72,591)
Equity in Net Losses of
Operating Partnerships -- (15,633) (122,245) (122,202) (134,311)
---------- ---------- ---------- ---------- ----------
Net Loss $ (79,979) $ (84,254) $ (208,652) $ (193,140) $ (205,182)
========== ========== ========== ========== ==========
Net Loss per Unit of
Limited Partnership Interest $ (4) $ (4) $ (9) $ (9) $ (9)
========== ========== ========== ========== ==========
</Table>
<Table>
<Caption>
March 31,
--------------------------------------------------------------
FINANCIAL POSITION 2002 2001 2000 1999 1998
- ------------------ ---------- ---------- ---------- ---------- ----------
Total Assets $ 5,503 $ 9,619 $ 26,456 $ 171,816 $ 277,925
========== ========== ========== ========== ==========
</Table>
8
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS
The Partnership raised $8,517,000 in equity capital during calendar year 1987
and raised an additional $13,798,000 through April 15, 1988. In late December
1987, the Partnership invested in eight Operating Partnerships, which own eight
multi-family properties located in various states representing $45,507,000 of
property value. During 1988, the Partnership invested in an additional 13
properties located in eight states representing $52,953,900 of property value.
As of March 31, 2002, the Partnership's portfolio consists of 21 properties. The
properties are located in 13 states and contain 3,267 residential units. The
average occupancy level for all properties during calendar year 2001 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 14.
Liquidity and Capital Resources
The Partnership is currently experiencing a liquidity problem. Under the
Partnership Agreement, the Partnership is entitled to receive distributions of
surplus cash from the Operating Partnerships which is to provide the funds
necessary for the Partnership to meet its operating costs. To date, the
Operating Partnerships have not provided sufficient cash distributions to enable
the Partnership to meet its current obligations. The Partnership has also
incurred allocated losses from all of its Operating Partnerships to the extent
of the Partnership's cash contributions and has a negative working capital. As a
result of the foregoing, the Partnership has been dependent upon its general
partners and affiliates for continued financial support to meet its operating
costs. Management maintains that the general partners and/or affiliates, though
not required to do so, will continue to fund operations of the Partnership by
continuing to fund operating costs and by deferring payment of allocated
overhead expenses and repayment of operating cash advances.
Management believes the possibility exists that one or several Operating
Partnerships may require additional capital, in addition to that previously
contributed by the Partnership, to sustain operations. In such case, the source
of the required capital needs may be from (i) limited reserves from the
Partnership (which may include distributions received from the Operating
Partnerships that would otherwise be available for distribution to partners),
(ii) debt financing at the Operating Partnership level (which may not be
available), or (iii) additional equity contributions from the general partner of
the Operating Partnerships (which may not be available). There can be no
assurance that any of these sources would be readily available to provide for
possible additional capital requirements which may be necessary to sustain the
operations of the Operating Partnerships. However, the Partnership is under no
obligation to fund operating deficits of the Operating Partnerships in the form
of additional contributions or loans.
Due to the uncertainty of the continuation of the Section 8 program, management
has been forced to consider several options to prepare for the possible lack of
subsidy income to the Operating Partnerships. The loss of subsidy income to the
Operating Partnerships will make it more difficult for the Operating
Partnerships to provide sufficient cash distributions to the Partnership.
Management has identified the courses of action they will take as a result of
the potential changes to the Section 8 program.
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:
9
1) HUD may transfer project control to a local Housing Authority in the
form of block grants. The Housing Authority would determine the market
rents based on the area market. The projects will respond to the local
Housing Authority and follow their procedures and guidelines.
2) The current tenants may receive a housing voucher administered by the
local Housing Authority. The projects will accept vouchers and actively
seek applicants who have vouchers. The projects will also accept
non-voucher residents who will pay rent amounts not to exceed the
maximum rents for persons at 60% of the median income level as in
compliance with Section 42 of the Internal Revenue Code (IRC).
3) If no subsidies or vouchers are given to the projects or the tenants,
all rents will be raised not to exceed the maximum rents for persons at
60% of the median income level 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, 2002 are summarized in the following table:
<Table>
<Caption>
Less Than
Total 1 Year 1-3 Years 4-5 Years After 5 Years
------------ ------------ ------------ ------------ -------------
Mortgage payable $ 40,432,988 $ 1,757,779 $ 3,916,318 $ 4,549,094 $ 30,209,797
============ ============ ============ ============ ============
</Table>
Tax Reform Act of 1986, Omnibus Budget Reconciliation Act of 1987, Technical and
Miscellaneous Revenue Act of 1988, Omnibus Budget Reconciliation Act of 1989,
Omnibus Budget Reconciliation Act of 1990 and all subsequent tax acts.
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.
10
Results of Operations
2002 Compared to 2001
For the fiscal year ended March 31, 2002, the Partnership recorded a net loss of
approximately $80,000, as compared to a net loss of approximately $84,000 for
the prior fiscal year. The decrease in net loss is the result of a decrease in
the Partnership's equity in net losses of the Operating Partnerships, partially
offset by an increase in the Partnership's general and administrative expenses.
In accordance with the equity method of accounting for limited partnership
interests, the Partnership does not recognize losses from investment properties
when losses exceed the Partnership's equity method basis in these properties.
All of the Partnership's investments have an equity method basis of zero at
March 31, 2002.
In the aggregate, combined rental revenue of the Operating Partnerships
increased by approximately $69,000 during the current calendar year. The average
occupancy level, in total, remained relatively constant in the Operating
Partnerships. The combined total expenses increased by approximately $1,400,000
in the current year primarily due to an increase in utilities, other operating
expenses, and interest expense, partially offset by a decrease in repairs and
maintenance.
2001 Compared to 2000
For the fiscal year ended March 31, 2001, the Partnership recorded a net loss of
approximately $84,000, as compared to a net loss of approximately $209,000 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 Operation Partnerships and by 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 had an equity method basis of zero at March
31, 2001. The Partnership's recorded share of the Operating Partnerships' losses
in the year ended March 31, 2001 consisted of losses of approximately $16,000
from the Coleman Manor Associates Limited Partnership. In the prior fiscal year,
losses of approximately $122,000 from the operations of Coleman Manor Associates
Limited Partnership were recorded.
In the aggregate, combined rental revenue of the Operating Partnerships
decreased by approximately $81,000 in 2001. The average occupancy level
decreased in twelve out of the twenty-one Operating Partnerships. The combined
total expenses increased by approximately $802,000 in the current year primarily
due to an increase in utilities, repairs and maintenance, and interest expense.
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.
11
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 14.
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
12
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership has no officers or directors. Management of the Partnership is
vested in Irwin Jay Deutch and Century Pacific Capital Corporation (CPCC) (the
general partners). The general partners will involve themselves in the
day-to-day affairs of the Partnership as required to protect the limited
partners' investment and advance the Partnership's tax investment objectives.
Mr. Deutch, the managing general partner, has the overall responsibility for the
preparation and transmittal of periodic reports to the limited partners,
preparation and filing of the Partnership's tax returns with the IRS and the
appropriate state tax authorities, and the preparation and filing of reports to
HUD and other government agencies.
Following is biographical information on Mr. Deutch and the Executive Officers
of CPCC:
IRWIN JAY DEUTCH
Irwin Jay Deutch, age 61, is Chairman of the Board, President, and Chief
Executive Officer of Century Pacific Realty Corporation (CPRC), a general
partner of the Operating Partnerships that own the Properties in which CPHF-I
has invested, and its Affiliates. Mr. Deutch has been involved with low-income
housing investments since 1968. He is the individual general partner in 62
private limited partnerships and two public limited partnerships investing in
209 properties, including 196 multifamily properties with 33,700 apartment
units, 10 commercial projects, and 3 hotel properties. Fifty-eight of the 62
private limited partnerships have invested in affordable housing. In his
capacity as general partner and officer of CPRC, he oversees the management of
these partnerships and assumes overall responsibility for the development,
direction, and operation of all affiliated CPRC companies. Mr. Deutch is
recognized as an expert in the field of affordable housing and frequently
addresses professional groups on topics of real estate investment, syndication,
tax law, and the Low-Income Housing Tax Credit program.
Mr. Deutch received a B.B.A. with distinction from the University of Michigan
School of Business Administration in 1962 and a Juris Doctor degree with honors
from the University of Michigan Law School in 1965. He is a member of the Order
of the Coif. Mr. Deutch served in the Honors Program in the Office of the Chief
Counsel of the Internal Revenue Service from 1965 to 1967, where he was assigned
to the Interpretative Division in Washington, D.C. He attended Georgetown Law
Center and received his Master of Laws degree in taxation in 1967. Mr. Deutch is
a member of the State Bars of Michigan and California, as well as the American,
Federal, Los Angeles, and Beverly Hills Bar Associations.
KEY OFFICERS OF CPCC AND AFFILIATES
ESSIE SAFAIE, age 52, 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.
13
CHARLES L. SCHWENNESEN, Age 56, is Executive Vice President for CPEC and is
responsible for real estate acquisition and real estate financing activities.
Prior to joining CPEC in 1987, he analyzed investment opportunities and was Vice
President of a municipal bond underwriter. From 1977 to 1984, Mr. Schwennesen
was a manager with the accounting firm of Price Waterhouse. Mr. Schwennesen is a
Certified Public Accountant, holds a Juris Doctor degree, Class Rank - Top 20%,
from Loyola Marymount University School of Law (May 1999), a Masters Degree in
Business Administration from the UCLA Graduate School of Management (June 1976)
and a B.A. degree, with honors, in mathematics from UCLA (June 1974), and is a
registered NASD Principal. Mr. Schwennesen is a candidate for admission to the
State Bar of California.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no officers or directors. However, in connection with the
operations of the Partnership and the Operating Partnerships, the general
partners and their affiliates will or may receive certain fees, compensation,
income and other payments which are described in the Prospectus under
"Compensation, Fees and Reimbursements" on page 17, the terms of which are
incorporated herein by reference.
During the fiscal years ended March 31, 2002, 2001, and 2000, CPCC, a general
partner of the Partnership, and CPRC, a general partner of the Operating
Partnerships, earned $529,329, $526,524, and $522,326, respectively, in
compensation from the Operating Partnerships and $60,000 was accrued for each
fiscal year for the reimbursement for overhead allocation from Century Pacific
Equity Corporation (CPEC). During fiscal year 2002, the general partners
received no payments from the Operating Partnerships.
ITEM 12. PARTNERSHIP INTEREST OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
No partner in the Partnership owns more than 5% of the total number of
partnership interests outstanding. Irwin J. Deutch, the managing general
partner, holds a one-half percent general partnership interest and C.P. Westwood
Associates holds a one percent limited partnership interest.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Irwin J. Deutch is the managing general partner of the Partnership, and CPCC is
also a general partner. Irwin J. Deutch is the sole Director and President of
CPCC, and the stock of CPCC is solely owned by the Deutch Family Trust. Mr.
Deutch is also the President, sole Director and the Deutch Family Trust is the
sole stockholder of Century Pacific Realty Corporation (CPRC), the general
partner of the Operating Partnerships that own the properties in which the
Partnership has invested. The general partners were allocated their
proportionate share of the Partnership's tax losses and allocated tax credits.
CPCC and CPRC accrued certain fees for their services in managing and advising
the Partnership and its business. Century Pacific Equity Corporation (CPEC), an
affiliate, provides all the services and materials necessary for the operation
of the Partnership and is reimbursed for actual costs. These transactions are
more particularly set forth in the financial statements found under ITEM 14.
14
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
<Table>
(a) (1) Financial Statements:
Independent Auditors' Report F-1
Balance Sheet as of March 31, 2002 and 2001 F-2
Statement of Operations for the Years Ended March 31,
2002, 2001 and 2000 F-3
Statement Of Partners' Equity (Deficit) for the
Years Ended March 31, 2002, 2001 and 2000 F-4
Statement of Cash Flows for the Years Ended March 31,
2002, 2001 and 2000 F-5
Notes to Financial Statements F-6
(2) Financial Statement Schedules:
Schedule III - Real Estate and Accumulated Depreciation of
Operating Partnerships in which CPHF-I has
Limited Partnership Interests F-13 and F-14
Notes to Schedule III - Real Estate and Accumulated
Depreciation of Operating Partnerships in which
CPHF-I has Limited Partnership Interests F-15 and F-16
Schedule IV - Mortgage Loans on Real Estate of Operating
Partnerships in which CPHF-I has Limited
Partnership Interests F-17 thru F-20
Notes to Schedule IV - Mortgage Loans on Real Estate of
Operating Partnerships in which CPHF-I has
Limited Partnership Interests F-21
All other schedules are omitted because they are not applicable or
the required information is shown in the financial statements or
notes thereto.
</Table>
(3) Exhibits
Not applicable
(b) Reports on Form 8-K
Not applicable
(c) Exhibits
Not applicable
(d) Financial Statement Schedule
Financial Statements of Coleman Manor for the Year Ended December 31,
1999
15
INDEPENDENT AUDITORS' REPORT
Partners
Century Pacific Housing Fund - I
We have audited the accompanying balance sheet of Century Pacific Housing Fund -
I as of March 31, 2002 and 2001, and the related statements of operations,
partners' equity (deficit) and cash flows for each of the three years in the
period ended March 31, 2002. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Century Pacific Housing Fund -
I as of March 31, 2002 and 2001, and the results of its operations and its cash
flows for each of the three years in the period ended March 31, 2002, in
conformity with accounting principles generally accepted in the United States of
America.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Notes 2, 3, 4 and
5 to the financial statements, the Partnership has suffered recurring losses
from operations and has a net capital deficiency that raises substantial doubt
about its ability to continue as a going concern. Management's plans regarding
these matters also are described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed under Item 14 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.
St. Louis, Missouri
June 21, 2002
F-1
CENTURY PACIFIC HOUSING FUND-1
- --------------------------------------------------------------------------------
BALANCE SHEET
<Table>
<Caption>
MARCH 31,
----------------------------
2002 2001
------------ ------------
ASSETS
Cash $ 569 $ 4,685
Receivable from related parties (Note 4) 4,934 4,934
Investments in Operating Partnerships (Notes 1 and 5) -- --
------------ ------------
TOTAL ASSETS $ 5,503 $ 9,619
============ ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Accounts payable and accrued expenses $ 9,285 $ 7,618
Advance from affiliate (Note 4) 62,455 62,455
Payable to related parties (Note 4) 1,080,533 1,006,337
------------ ------------
TOTAL LIABILITIES 1,152,273 1,076,410
------------ ------------
COMMITMENTS AND CONTINGENCIES (NOTE 6) -- --
------------ ------------
PARTNERS' EQUITY (DEFICIT)
General partners (401,658) (400,058)
Limited partners, $1,000 stated value per unit,
50,000 units authorized, 22,315 units issued
and outstanding (Note 2) (745,112) (666,733)
------------ ------------
TOTAL PARTNERS' EQUITY (DEFICIT) (1,146,770) (1,066,791)
------------ ------------
TOTAL LIABILITIES AND PARTNERS' EQUITY (DEFICIT) $ 5,503 $ 9,619
============ ============
</Table>
- --------------------------------------------------------------------------------
See the accompanying report letter and notes to financial statements.
F-2
CENTURY PACIFIC HOUSING FUND-1
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
<Table>
<Caption>
FOR THE YEARS ENDED MARCH 31,
--------------------------------------
2002 2001 2000
---------- ---------- ----------
REVENUES
Transfer fees $ 400 $ 800 $ 1,000
---------- ---------- ----------
EXPENSES
Allocated overhead expenses - affiliate (Note 4) 60,000 60,000 60,000
Other general and administrative 20,379 9,421 27,407
---------- ---------- ----------
TOTAL EXPENSES 80,379 69,421 87,407
---------- ---------- ----------
LOSS BEFORE EQUITY IN NET LOSSES OF
OPERATING PARTNERSHIPS (79,979) (68,621) (86,407)
EQUITY IN NET LOSSES OF OPERATING
PARTNERSHIPS (NOTE 5) -- (15,633) (122,245)
---------- ---------- ----------
NET LOSS $ (79,979) $ (84,254) $ (208,652)
========== ========== ==========
ALLOCATION OF NET LOSS
General partners $ (1,600) $ (1,685) $ (4,173)
Limited partners (78,379) (82,569) (204,479)
---------- ---------- ----------
$ (79,979) $ (84,254) $ (208,652)
========== ========== ==========
NET LOSS PER UNIT OF LIMITED PARTNERSHIP
INTEREST (NOTE 1) $ (4) $ (4) $ (9)
========== ========== ==========
AVERAGE NUMBER OF OUTSTANDING UNITS 22,315 22,315 22,315
========== ========== ==========
</Table>
- --------------------------------------------------------------------------------
See the accompanying report letter and notes to financial statements.
F-3
CENTURY PACIFIC HOUSING FUND-1
- --------------------------------------------------------------------------------
STATEMENT OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2002, 2001 AND 2000
<Table>
<Caption>
GENERAL LIMITED
PARTNERS PARTNERS TOTAL
------------ ------------ ------------
PARTNERS' EQUITY (DEFICIT) - APRIL 1, 1999 $ (394,200) $ (379,685) $ (773,885)
NET LOSS (4,173) (204,479) (208,652)
------------ ------------ ------------
PARTNERS' EQUITY (DEFICIT) - MARCH 31, 2000 (398,373) (584,164) (982,537)
NET LOSS (1,685) (82,569) (84,254)
------------ ------------ ------------
PARTNERS' EQUITY (DEFICIT) - MARCH 31, 2001 (400,058) (666,733) (1,066,791)
NET LOSS (1,600) (78,379) (79,979)
------------ ------------ ------------
PARTNERS' EQUITY (DEFICIT) - MARCH 31, 2002 $ (401,658) $ (745,112) $ (1,146,770)
============ ============ ============
PERCENTAGE INTEREST - MARCH 31, 2002 2% 98% 100%
============ ============ ============
</Table>
- --------------------------------------------------------------------------------
See the accompanying report letter and notes to financial statements.
F-4
CENTURY PACIFIC HOUSING FUND-1
- --------------------------------------------------------------------------------
STATEMENT OF CASH FLOWS
<Table>
<Caption>
FOR THE YEARS ENDED MARCH 31,
--------------------------------------
2002 2001 2000
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (79,979) $ (84,254) $ (208,652)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Equity in net losses of Operating Partnerships -- 15,633 122,245
Decrease in receivable from related parties -- -- 24,116
Increase (decrease) in accounts payable and
accrued expenses 1,667 (6,151) (2,032)
Decrease in advance from affiliate -- -- (13,500)
Increase in payable to related parties 74,196 73,568 78,823
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (4,116) (1,204) 1,000
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH (4,116) (1,204) 1,000
CASH - BEGINNING OF PERIOD 4,685 5,889 4,889
---------- ---------- ----------
CASH - END OF PERIOD $ 569 $ 4,685 $ 5,889
========== ========== ==========
</Table>
- --------------------------------------------------------------------------------
See the accompanying report letter and notes to financial statements.
F-5
CENTURY PACIFIC HOUSING FUND-1
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002, 2001 AND 2000
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Partnership maintains its financial records on the tax basis.
Memorandum entries, while not recorded in the records of the
Partnership, have been made in order to prepare the financial
statements in accordance with accounting principles generally accepted
in the United States of America.
On August 7, 1991, management of the Partnership changed from a
calendar year end to a fiscal year end of March 31 for financial
reporting purposes. Accordingly, the Partnership's quarterly periods
end June 30, September 30 and December 31. The Operating Partnerships,
for financial reporting purposes, have a calendar year. The
Partnership, as well as the Operating Partnerships, have a calendar
year for income tax purposes.
ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
INVESTMENTS IN OPERATING PARTNERSHIPS
The Partnership uses the equity method to account for its investment in
the Operating Partnerships in which it has invested (Note 5). Under the
equity method of accounting, the investment is carried at cost and
adjusted for the Partnership's share of the Operating Partnerships'
results of operations and by cash distributions received. Equity in the
loss of each Operating Partnership allocated to the Partnership is not
recognized to the extent that the investment balance would become
negative. Costs paid by the Partnership for organization of the
Operating Partnership as well as direct costs of acquiring properties,
including acquisition fees and reimbursable acquisition expenses paid
to the general partner, have been capitalized as investments in
Operating Partnerships.
INCOME TAXES
No provision has been made for income taxes in the accompanying
financial statements since such taxes and/or the recapture of the
Low-Income Housing Tax Credit benefits received, if any, are the
liability of the individual partners. The Partnership uses the accrual
method of accounting for tax purposes.
- --------------------------------------------------------------------------------
See the accompanying report letter.
F-6
CENTURY PACIFIC HOUSING FUND-1
- --------------------------------------------------------------------------------
Notes To Financial Statements (Continued)
NET LOSS PER UNIT OF LIMITED PARTNERSHIP INTEREST
Net loss per unit of limited partnership interest is calculated based
upon the weighted average number of units of limited partnership
interest (units) outstanding.
2. OPERATIONS
Century Pacific Housing Fund-I, a California limited partnership, (the
Partnership), was formed on October 6, 1986 for the purpose of raising
capital by offering and selling limited partnership interests and then
acquiring limited partnership interests in 21 limited partnerships (the
Operating Partnerships), which acquired and operate 21 multi-family
residential apartment properties (the properties).
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.
- --------------------------------------------------------------------------------
See the accompanying report letter.
F-7
CENTURY PACIFIC HOUSING FUND-1
- --------------------------------------------------------------------------------
Notes To Financial Statements (Continued)
3. REALIZATION OF ASSETS
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Partnership as a going
concern. The Partnership's Operating Partnerships have not achieved the
operating results required to provide the Partnership with sufficient
cash distributions to fund the Partnership's administrative costs.
Additionally, as of March 31, 2002, 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 eight of the Operating Partnerships' financial
statements contained an explanatory paragraph relating to a going
concern issue, of which seven concerned the expiration of the Housing
Assistance Payment Contract and one concerned recurring losses of the
project. These Operating Partnerships have Housing Assistance Payment
Contracts with the U.S. Department of Housing and Urban Development
(HUD) that are due to expire during 2002. Management has requested one
year extensions for these Operating Partnerships; however, as of June
21, 2002, these extensions have not been granted.
Management maintains that the general partners and affiliates, though
not required to do so, will continue to fund operations by deferring
payment to related parties of allocated overhead expenses, and by
funding any Partnership operating costs. Unpaid allocated overhead
expenses will accrue and become payable when the Operating Partnerships
generate sufficient cash distributions to the Partnership to cover such
expenses. The financial statements do no include any adjustments that
might result from the outcome of this uncertainty.
4. TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES OF THE
GENERAL PARTNERS
The general partners of the Partnership are CPCC and Irwin Jay Deutch.
The original limited partner of the Partnership is Westwood Associates
which partners are Irwin Jay Deutch and key employees of CPCC. Century
Pacific Placement Corporation (CPPC), an affiliate of the general
partners, served as the broker-dealer-manager for sales of the limited
partnership interests in the Partnership. Century Pacific Realty
Corporation (CPRC), an affiliate of CPCC, is a general partner in each
of the Operating Partnerships.
The general partners have an aggregate one percent interest in the
Partnership, as does the original limited partner. CPRC has a one
percent interest in each of the Operating Partnerships, except for one
Operating Partnership in which it has a one-half percent interest.
- --------------------------------------------------------------------------------
See the accompanying report letter.
F-8
CENTURY PACIFIC HOUSING FUND-1
- --------------------------------------------------------------------------------
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, 2002, 2001 and 2000 as follows:
<Table>
<Caption>
2002 2001 2000
-------- -------- --------
Fees and reimbursement from the Partnership:
Reimbursement for overhead allocated from
Century Pacific Equity Corporation
(CPEC) $ 60,000 $ 60,000 $ 60,000
-------- -------- --------
Fees and reimbursement from the Operating
Partnerships
Supervisory management fee (CPCC and
CPRC) 152,115 152,115 152,115
Partnership management fee (CPCC and
CPRC) 377,214 374,409 370,211
-------- -------- --------
529,329 526,524 522,326
-------- -------- --------
$589,329 $586,524 $582,326
======== ======== ========
</Table>
At March 31, 2002 and 2001, payable to related parties totaling
$1,080,533 and $1,006,337, respectively, consists of fees and certain
general and administrative costs accrued as a 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, 2002 and 2001
represents cash advances to several of the Operating Partnerships.
At March 31, 2002 and 2001, CPRC was owed $62,455 for 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, 2002 and 2001, the Partnership had no outstanding advances
due to the general partners.
- --------------------------------------------------------------------------------
See the accompanying report letter.
F-9
CENTURY PACIFIC HOUSING FUND-1
- --------------------------------------------------------------------------------
Notes To Financial Statements (Continued)
5. INVESTMENTS IN OPERATING PARTNERSHIPS
At March 31, 2002 and 2001, the Partnership owned limited partnership
interests in 21 Operating Partnerships, each of which has invested in a
multi-family rental property.
Investments in Operating Partnerships consist of the following:
<Table>
<Caption>
2002 2001
Cash contributions to Operating Partnerships
to fund purchase of beneficial interests in
properties $ 15,497,467 $ 15,497,467
Cash contributions to Operating Partnerships
to fund operations 6,150 6,150
Cash distribution from Operating Partnership (6,326) (6,326)
Acquisition and organization costs 3,342,778 3,342,778
Equity in net losses of Operating Partnerships (18,840,069) (18,840,069)
------------ ------------
-- $ --
============ ============
</Table>
A summarized combined balance sheet as of December 31, 2001 and 2000
and statement of operations for the three years ended December 31, 2001
of the aforementioned Operating Partnerships follows:
COMBINED BALANCE SHEET
<Table>
<Caption>
2001 2000
------------ ------------
ASSETS
Cash $ 610,401 $ 956,612
Reserve for replacements 3,539,469 3,125,100
Land and buildings 52,563,444 56,156,394
Other assets 4,844,577 3,247,235
------------ ------------
$ 61,557,891 $ 63,485,341
============ ============
LIABILITIES AND PARTNERS' DEFICIT
Notes payable $141,056,387 $133,566,140
Other liabilities 8,124,369 7,691,137
Partners' deficit (87,622,865) (77,771,936)
------------ ------------
$ 61,557,891 $ 63,485,341
============ ============
</Table>
- --------------------------------------------------------------------------------
See the accompanying report letter.
F-10
CENTURY PACIFIC HOUSING FUND-1
- --------------------------------------------------------------------------------
Notes To Financial Statements (Continued)
COMBINED STATEMENT OF OPERATIONS
<Table>
<Caption>
2001 2000 1999
------------ ------------ ------------
REVENUES
Rental income $ 16,654,299 $ 16,585,661 $ 16,667,064
Other income 724,174 653,813 817,016
------------ ------------ ------------
TOTAL REVENUES 17,378,473 17,239,474 17,484,080
------------ ------------ ------------
EXPENSES
Utilities 3,406,782 2,869,732 2,630,077
Repairs and maintenance 4,497,750 4,601,575 4,389,890
Management fees 1,297,349 1,313,219 1,320,288
Other operating expenses 6,077,221 5,402,602 5,492,192
Interest 7,992,056 7,625,813 7,179,043
Depreciation and amortization 4,328,143 4,346,112 4,345,497
------------ ------------ ------------
TOTAL EXPENSES 27,599,301 26,159,053 25,356,987
------------ ------------ ------------
NET LOSS $(10,220,828) $ (8,919,579) $ (7,872,907)
============ ============ ============
ALLOCATION OF LOSS
Century Pacific Housing Fund - I $(10,016,411) $ (8,741,187) $ (7,715,449)
General partners and other limited partners (204,417) (178,392) (157,458)
------------ ------------ ------------
$(10,220,828) $ (8,919,579) $ (7,872,907)
============ ============ ============
</Table>
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 2002, where requested by an owner,
for an additional one year term at current rent levels. As of June 21,
2002, eight of the Operating Partnerships' Section 8 contracts are due
to expire during 2002. The Operating Partnerships have not yet received
HUD's approval of their extension requests. At the present time, the
Partnership cannot reasonably predict legislative initiatives and
governmental budget negotiations, the outcome of which could result in
a reduction in funds available for the various federal and state
administered housing programs including the Section 8 program. Such
changes could adversely affect the future net operating income and debt
structure of any or all Operating Partnerships receiving such subsidy
or similar subsidies.
- --------------------------------------------------------------------------------
See the accompanying report letter.
F-11
CENTURY PACIFIC HOUSING FUND-1
- --------------------------------------------------------------------------------
Notes To Financial Statements (Continued)
7. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair
value of each class of financial instruments:
CASH
The carrying amount approximates fair value because of the short
maturity of those instruments.
RELATED PARTY RECEIVABLES
The carrying amount approximates fair value because of the short-term
nature of the receivables.
ADVANCE FROM AFFILIATE
The carrying amount approximates fair value because of the short-term
nature of the advance.
PAYABLE TO RELATED PARTIES
The carrying amount approximates fair value because the terms of the
payable are similar to currently available terms and conditions for
similar instruments.
- --------------------------------------------------------------------------------
See the accompanying report letter.
F-12
Schedule III
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
REAL ESTATE AND ACCUMULATED DEPRECIATION OF OPERATING
PARTNERSHIPS IN WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 2001
<Table>
<Caption>
COST
INITIAL COST TO CAPITALIZED SUBSEQUENT GROSS AMOUNT AT WHICH
OPERATING PARTNERSHIP TO ACQUISITION CARRIED AT CLOSE OF YEAR
------------------------- ----------------------- -------------------------
BUILDINGS AND BUILDINGS AND BUILDINGS AND
DESCRIPTION(1) ENCUMBRANCES(2) LAND IMPROVEMENTS LAND IMPROVEMENTS LAND IMPROVEMENTS
- -------------- --------------- ---------- ------------- -------- ------------- ---------- -------------
Century Pacific Housing
Partnership I (CPHP-I) -
Charter House
Dothan, Alabama $ 2,473,090 $ 179,578 $ 1,918,124 $ -- $ 182,861 $ 179,578 $ 2,100,985
CPHP-II VOA/Sunset Park, Ltd. -
Sunset Park
Denver, Colorado 10,081,372 803,595 5,696,405 7,305 1,218,058 810,900 6,914,463
CPHP-III - Highland Park
Topeka, Kansas 13,127,800 434,475 6,465,525 251 469,561 434,726 6,935,086
CPHP-IV Forest Glen Estates
Kansas City, Missouri 7,072,616 427,519 4,469,134 292 230,903 427,811 4,700,037
CPHP-VI - Edgewood
Danville, Illinois 3,044,513 223,418 3,316,582 96,407 400,342 319,825 3,716,924
CPHP-VII - Gulfway Terrace
New Orleans, Louisiana 6,776,501 270,343 5,429,657 237 405,274 270,580 5,834,931
CPHP-IX - Wind Ridge
Wichita, Kansas 3,937,211 169,514 3,330,486 828 841,941 170,342 4,172,427
CPHP-X Bergen Circle
Springfield, Massachusetts 17,114,439 901,206 11,359,794 -- 1,466,614 901,206 12,826,408
CPHP-V - Jaycee Towers
Dayton, Ohio 8,759,709 599,719 5,096,481 -- 459,707 599,719 5,556,188
CPHP-VIII - Sunset
Townhouses
Newton, Kansas 1,528,016 50,259 1,174,741 138 148,101 50,397 1,322,842
--------------- ---------- ------------- -------- ------------- ---------- -------------
BALANCE CARRIED
FORWARD 73,915,267 4,059,626 48,256,929 105,458 5,823,362 4,165,084 54,080,291
--------------- ---------- ------------- -------- ------------- ---------- -------------
</Table>
<Table>
<Caption>
LIFE UPON
WHICH
GROSS AMOUNT AT WHICH ACCUMULATED DEPRECIATION
CARRIED AT CLOSE OF YEAR DEPRECIATION IN LATEST
------------------------ ------------- INCOME
BUILDINGS AND DATE OF DATE STATEMENT IS
DESCRIPTION(1) TOTAL IMPROVEMENTS CONSTRUCTION ACQUIRED COMPUTED
- -------------- ------------------------ ------------- ------------ -------- -------------
Century Pacific Housing
Partnership I (CPHP-I) -
Charter House
Dothan, Alabama $ 2,280,563 $ 1,088,266 1972 12/87 27.5 years
CPHP-II VOA/Sunset Park, Ltd. -
Sunset Park
Denver, Colorado 7,725,363 3,473,923 1971 12/87 10 - 50 years
CPHP-III - Highland Park
Topeka, Kansas 7,369,812 4,673,769 1967 12/87 10 - 40 years
CPHP-IV Forest Glen Estates
Kansas City, Missouri 5,127,848 2,736,324 1971 12/87 40 years
CPHP-VI - Edgewood
Danville, Illinois 4,036,749 1,875,267 1970 12/87 27.5 years
CPHP-VII - Gulfway Terrace
New Orleans, Louisiana 6,105,511 3,293,896 1970 12/87 10 - 40 years
CPHP-IX - Wind Ridge
Wichita, Kansas 4,342,769 2,353,296 1969 12/87 10 - 40 years
CPHP-X Bergen Circle
Springfield, Massachusetts 13,727,614 6,710,274 1976 12/87 10 - 40 years
CPHP-V - Jaycee Towers
Dayton, Ohio 6,155,907 2,672,706 1970 12/88 27.5 years
CPHP-VIII - Sunset
Townhouses
Newton, Kansas 1,373,239 781,811 1971 8/88 10 - 40 years
----------- -------------
BALANCE CARRIED
FORWARD 58,245,375 29,659,532
----------- -------------
</Table>
See notes to schedule
F-13
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
REAL ESTATE AND ACCUMULATED DEPRECIATION OF OPERATING
PARTNERSHIPS IN WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 2001
<Table>
<Caption>
COST CAPITALIZED
INITIAL COST TO SUBSEQUENT TO GROSS AMOUNT AT WHICH
OPERATING PARTNERSHIP ACQUISITION CARRIED AT CLOSE OF YEAR
------------------------- ----------------------- -------------------------
BUILDINGS AND BUILDINGS AND BUILDINGS AND
DESCRIPTION(1) ENCUMBRANCES(2) LAND IMPROVEMENTS LAND IMPROVEMENTS LAND IMPROVEMENTS
- -------------- --------------- ---------- ------------- -------- ------------- ---------- -------------
BALANCE CARRIED
FORWARD $ 73,915,267 $4,059,626 $ 48,256,929 $105,458 $ 5,823,362 $4,165,084 $ 54,080,291
CPHP-XI Continental Terrace
Fort Worth, Texas 6,481,922 231,946 4,368,054 1,049 786,713 232,995 5,154,767
CPHP-XII - Yale Village
Houston, Texas 8,665,377 299,925 4,950,075 19,874 1,059,515 319,799 6,009,590
CPHP-XIII - Atlantis
Virginia Beach, Virginia 9,285,558 520,607 5,382,387 2,861 931,849 523,468 6,314,236
CPHP-XIV - Kings Row
Houston, Texas 8,080,330 193,458 3,586,542 947 925,258 194,405 4,511,800
CPHP-XV - Castle Gardens
Lubbock, Texas 4,994,966 161,989 3,106,011 821 688,837 162,810 3,794,848
CPHP-XVI - Rockwell Villa
Oklahoma City, Oklahoma 1,643,397 75,255 1,160,145 1,168 280,455 76,423 1,440,600
CPHP-XVII - London Square
Village
Oklahoma City, Oklahoma 4,976,965 203,978 4,009,000 -- 730,087 203,978 4,739,087
CPHP-XVIII - Ascension
Towers
Memphis, Tennessee 10,217,981 176,341 6,551,159 -- 904,315 176,341 7,455,474
Coleman Manor Associates Limited
Partnership - Coleman Manor
Baltimore, Maryland 2,154,663 61,281 3,384,621 -- 184,710 61,281 3,569,331
CPHP-XX - Holiday Heights
Fort Worth, Texas 3,375,768 202,445 1,942,864 43,132 158,237 245,577 2,101,101
CPHP-XXII - Harriet Tubman
Terrace - Berkeley,
California 7,264,193 361,275 3,807,339 5,097 464,243 366,372 4,271,582
--------------- ---------- ------------- -------- ------------- ---------- -------------
$ 141,056,387 $6,548,126 $ 90,505,126 $180,407 $ 12,937,581 $6,728,533 $ 103,442,707
=============== ========== ============= ======== ============= ========== =============
</Table>
<Table>
<Caption>
LIFE UPON
WHICH
ACCUMULATED DEPRECIATION
GROSS AMOUNT AT WHICH DEPRECIATION IN LATEST
CARRIED AT CLOSE OF YEAR ------------- INCOME
------------------------ BUILDINGS AND DATE OF DATE STATEMENT IS
DESCRIPTION(1) TOTAL IMPROVEMENTS CONSTRUCTION ACQUIRED COMPUTED
- -------------- ------------------------ ------------- ------------ -------- -------------
BALANCE CARRIED
FORWARD $ 58,245,375 $ 29,659,532
CPHP-XI Continental Terrace
Fort Worth, Texas 5,387,762 2,927,006 1971 10/88 20 - 40 years
CPHP-XII - Yale Village
Houston, Texas 6,329,389 3,947,091 1970 8/88 20 - 40 years
CPHP-XIII - Atlantis
Virginia Beach, Virginia 6,837,704 3,672,123 1970 7/88 20 - 40 years
CPHP-XIV - Kings Row
Houston, Texas 4,706,205 2,674,659 1968 8/88 20 - 40 years
CPHP-XV - Castle Gardens
Lubbock, Texas 3,957,658 2,232,146 1971 7/88 15 - 40 years
CPHP-XVI - Rockwell Villa
Oklahoma City, Oklahoma 1,517,023 730,117 1970 7/88 27.5 years
CPHP-XVII - London Square
Village
Oklahoma City, Oklahoma 4,943,065 2,875,062 1975 8/88 27.5 years
CPHP-XVIII - Ascension
Towers
Memphis, Tennessee 7,631,815 3,753,391 1979 8/88 27.5 years
Coleman Manor Associates Limited
Partnership - Coleman Manor
Baltimore, Maryland 3,630,612 1,736,036 1903 8/88 27.5 years
CPHP-XX - Holiday Heights
Fort Worth, Texas 2,346,678 1,241,035 1972 10/88 32 years
CPHP-XXII - Harriet Tubman
Terrace - Berkeley,
California 4,637,954 2,159,598 1975 8/88 27.5 years
------------ -------------
$110,171,240 $ 57,607,796
============ =============
</Table>
See notes to schedule
F-14
CENTURY PACIFIC HOUSING FUND-1
- --------------------------------------------------------------------------------
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
DEPRECIATION OF OPERATING PARTNERSHIPS IN WHICH
CPHF-I HAS LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 2001
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
<Table>
<Caption>
OPERATING PARTNERSHIP MORTGAGE RESIDUAL PURCHASE OTHER
NAME AND PROPERTY NAME NOTES NOTE NOTE NOTES TOTAL
- ---------------------- ------------ ------------ ------------ ------------ ------------
CPHP-I Charter House $ 768,243 $ 1,704,847 $ -- $ -- $ 2,473,090
CPHP-II VOA/Sunset Park,
Ltd. Sunset Park 2,162,532 7,574,722 -- 344,118 10,081,372
CPHP-III Highland Park 820,011 12,091,701 -- 216,088 13,127,800
CPHP-IV Forest Glen
Estates 1,681,129 5,325,786 -- 65,701 7,072,616
CPHP-V Jaycee Towers 2,079,173 6,415,833 -- 264,703 8,759,709
CPHP-VI Edgewood 1,673,058 1,144,516 -- 226,939 3,044,513
CPHP-VII Gulfway Terrace 2,363,715 4,124,980 -- 287,806 6,776,501
CPHP-VIII
Sunset Townhouses 512,383 996,143 -- 19,490 1,528,016
CPHP-IX Wind Ridge 3,033,677 839,369 -- 64,165 3,937,211
CPHP-X Bergen Circle 5,398,529 10,883,298 -- 832,612 17,114,439
CPHP-XI Continental Terrace 1,740,016 4,301,646 -- 440,260 6,481,922
CPHP-XII Yale Village 2,020,796 4,870,956 -- 1,773,625 8,665,377
CPHP-XIII Atlantis 1,784,244 7,448,792 -- 52,522 9,285,558
CPHP-XIV Kings Row 4,000,000 3,580,421 -- 499,909 8,080,330
CPHP-XV Castle Gardens 1,245,596 3,423,180 -- 326,190 4,994,966
CPHP-XVI Rockwell Villa 429,822 1,150,939 -- 62,636 1,643,397
CPHP-XVII London Square
Village 1,825,053 2,860,083 -- 291,829 4,976,965
CPHP-XVIII Ascension Towers 2,768,123 6,980,507 -- 469,351 10,217,981
Coleman Manor Associates
Limited Partnership
Coleman Manor 2,114,663 -- -- 40,000 2,154,663
CPHP-XX Holiday Heights 770,294 2,605,474 -- -- 3,375,768
CPHP-XXII Harriet Tubman
Terrace 1,241,931 5,800,762 221,500 -- 7,264,193
------------ ------------ ------------ ------------ ------------
$ 40,432,988 $ 94,123,955 $ 221,500 $ 6,277,944 $141,056,387
============ ============ ============ ============ ============
</Table>
F-15
CENTURY PACIFIC HOUSING FUND-1
- --------------------------------------------------------------------------------
NOTES TO SCHEDULE III - REAL ESTATE AND
ACCUMULATED DEPRECIATION OF OPERATING PARTNERSHIPS IN
WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS - CONTINUED
DECEMBER 31, 2001
NOTE 3 - RECONCILIATION OF REAL ESTATE AND ACCUMULATED DEPRECIATION
<Table>
<Caption>
ACCUMULATED
COST DEPRECIATION
------------ ------------
Balance at December 31, 1998 $108,071,516 $ 44,753,576
Additions during year:
Improvements 844,445 --
Depreciation -- 4,295,795
------------ ------------
Balance at December 31, 1999 108,915,961 49,049,371
Additions during year:
Improvements 580,382 --
Depreciation -- 4,290,578
------------ ------------
Balance at December 31, 2000 109,496,343 53,339,949
Additions during year:
Improvements 674,897 --
Depreciation -- 4,267,847
------------ ------------
$110,171,240 $ 57,607,796
============ ============
</Table>
F-16
CENTURY PACIFIC HOUSING FUND-1
- --------------------------------------------------------------------------------
MORTGAGE LOANS ON REAL ESTATE OF OPERATING
PARTNERSHIPS IN WHICH CPHF-I HAS
LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 2001
Schedule IV
<Table>
<Caption>
MONTHLY
PAYMENTS ORIGINAL
FINAL TO MATURITY FACE CARRYING
INTEREST MATURITY (NET OF HUD AMOUNT OF AMOUNT OF
DESCRIPTION(1) RATE DATE SUBSIDY) MORTGAGE MORTGAGE(2)
- -------------- ---------- ---------- ----------- ---------- ------------
First mortgages assumed
by Operating Partnerships:
Century Pacific Housing
Partnership-I (CPHP-I)
Charter House
Dothan, Alabama 7% March 2013 $ 8,238 $ 1,325,700 $ 768,243
CPHP-II VOA/Sunset Park, Ltd.
Sunset Park November
Denver, Colorado 7% 2014 8,825 4,859,300 2,162,532
CPHP-III
Highland Park December
Topeka, Kansas 3% 2008 10,835 2,914,500 820,011
CPHP-IV
Forest Glen Estates
Kansas City, Kansas 7.5% April 2013 6,703 2,787,000 1,681,129
CPHP-VI 3% plus
Edgewood treasury January
Danville, Illinois bill rate 2013 18,928 2,360,000 1,673,058
CPHP-VII
Gulfway Terrace
New Orleans, Louisiana 7% June 2015 8,320 3,616,200 2,363,715
CPHP-IX
Wind Ridge
Wichita, Kansas 8.625% July 2010 23,800 3,060,000 3,033,677
CPHP-X
Bergen Circle
Springfield, Massachusetts 6.92% March 2018 4,818 7,381,100 5,398,529
CPHP-V
Jaycee Towers September
Dayton, Ohio 8.5% 2012 7,701 3,361,200 2,079,173
CPHP-VIII
Sunset Townhouses September
Newton, Kansas 8.5% 2012 1,864 828,300 512,383
----------- ----------- ------------
BALANCE BROUGHT FORWARD 100,032 32,493,300 20,492,450
----------- ----------- ------------
</Table>
F-17
CENTURY PACIFIC HOUSING FUND-1
MORTGAGE LOANS ON REAL ESTATE OF OPERATING
PARTNERSHIPS IN WHICH CPHF-I HAS
LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 2001
Schedule IV
<Table>
<Caption>
MONTHLY
PAYMENTS ORIGINAL
FINAL TO MATURITY FACE CARRYING
INTEREST MATURITY (NET OF HUD AMOUNT OF AMOUNT OF
DESCRIPTION(1) RATE DATE SUBSIDY) MORTGAGE MORTGAGE(2)
- -------------- -------- ------------ ------------ ------------ ------------
BALANCE BROUGHT FORWARD $ 100,032 $ 32,493,300 $ 20,492,450
CPHP-XI
Continental Terrace
Fort Worth, Texas 7% March 2013 8,636 3,002,600 1,740,016
CPHP-XII
Yale Village December
Houston, Texas 8.5% 2011 9,655 3,363,300 2,020,796
CPHP-XIII
Atlantis
Virginia Beach, Virginia 8.5% March 2012 7,336 2,946,500 1,784,244
CPHP-XIV
Kings Row
Houston, Texas 7.0% June 2015 22,595 4,000,000 4,000,000
CPHP-XV
Castle Gardens
Lubbock, Texas 8.5% June 2015 4,808 1,949,900 1,245,596
CPHP-XVI
Rockwell Villa September
Oklahoma City, Oklahoma 7% 2013 1,968 812,700 429,822
CPHP-XVII
London Square Village
Oklahoma City, Oklahoma 7.5% June 2012 8,020 3,153,900 1,825,053
CPHP-XVIII
Ascension Towers
Memphis, Tennessee 7% May 2015 9,671 4,290,000 2,768,123
Coleman Manor Associates
Limited Partnership
Coleman Manor
Baltimore, Maryland 10% July 2029 12,545 2,365,000 2,114,663
CPHP-XX
Holiday Heights
Fort Worth, Texas 7% April 2014 3,272 1,252,700 770,294
CPHP-XXII
Harriet Tubman Terrace
Berkeley, California 7% October 2015 4,233 1,882,700 1,241,931
------------ ------------ ------------
$ 192,771 $ 61,512,600 $ 40,432,988
============ ============ ============
</Table>
See notes to schedule
F-18
CENTURY PACIFIC HOUSING FUND-1
- --------------------------------------------------------------------------------
MORTGAGE LOANS ON REAL ESTATE OF OPERATING
PARTNERSHIPS IN WHICH CPHF-I HAS
LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 2001
Schedule IV
<Table>
<Caption>
MONTHLY
PAYMENTS ORIGINAL
FINAL TO MATURITY FACE CARRYING
INTEREST MATURITY (NET OF HUD AMOUNT OF AMOUNT OF
DESCRIPTION(1) RATE DATE SUBSIDY) MORTGAGE MORTGAGE(2)
- -------------- -------- ------------ ------------ ------------ ------------
Residual notes (second
mortgages):
Century Pacific Housing
Partnership-I (CPHP-I)
Charter House December
Dothan, Alabama (1) 2002 (1) $ 781,581 $ 1,704,847
CPHP-II
VOA/Sunset Park, Ltd.
Sunset Park December
Denver, Colorado (1) 2002 (1) 2,462,936 7,574,722
CPHP-III
Highland Park December
Topeka, Kansas (1) 2002 (1) 3,936,695 12,091,701
CPHP-IV
Forest Glen Estates December
Kansas City, Kansas (1) 2002 (1) 1,733,923 5,325,786
CPHP-VI
Edgewood December
Danville, Illinois (1) 2002 (1) 415,192 1,144,516
CPHP-VII
Gulfway Terrace December
New Orleans, Louisiana (1) 2002 (1) 1,255,000 4,124,980
CPHP-IX
Wind Ridge December
Wichita, Kansas (1) 2003 (1) 1,053,084 839,369
CPHP-X
Bergen Circle
Springfield, Massachusetts (1) July 2013 (1) 3,547,072 10,883,298
CPHP-V
Jaycee Towers
Dayton, Ohio (1) October 2005 (1) 2,245,673 6,415,833
CPHP-VIII
Sunset Townhouses
Newton, Kansas (1) August 2003 (1) 341,229 996,143
------------ ------------
BALANCE BROUGHT FORWARD 17,772,385 51,101,195
------------ ------------
</Table>
F-19
CENTURY PACIFIC HOUSING FUND-1
- --------------------------------------------------------------------------------
MORTGAGE LOANS ON REAL ESTATE OF OPERATING
PARTNERSHIPS IN WHICH CPHF-I HAS
LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 2001
Schedule IV
<Table>
<Caption>
MONTHLY
PAYMENTS ORIGINAL
FINAL TO MATURITY FACE CARRYING
INTEREST MATURITY (NET OF HUD AMOUNT OF AMOUNT OF
DESCRIPTION(1) RATE DATE SUBSIDY) MORTGAGE MORTGAGE(2)
- -------------- -------- ------------ ------------ ------------ ------------
BALANCE BROUGHT FORWARD $ 17,772,385 $ 51,101,195
CPHP-XI
Continental Terrace
Fort Worth, Texas (1) October 2003 (1) 1,595,364 4,301,646
CPHP-XII
Yale Village
Houston, Texas (1) August 2003 (1) 1,255,000 4,870,956
CPHP-XIII
Atlantis
Virginia Beach, Virginia (1) July 2003 (1) 2,552,584 7,448,792
CPHP-XIV
Kings Row
Houston, Texas (1) August 2003 (1) 1,537,518 3,580,421
CPHP-XV
Castle Gardens
Lubbock, Texas (1) July 2003 (1) 1,160,247 3,423,180
CPHP-XVI
Rockwell Villa
Oklahoma City, Oklahoma (1) July 2003 (1) 398,629 1,150,939
CPHP-XVII
London Square Village
Oklahoma City, Oklahoma (1) July 2003 (1) 979,071 2,860,083
CPHP-XVIII
Ascension Towers
Memphis, Tennessee (1) August 2003 (1) 2,404,667 6,980,507
CPHP-XX
Holiday Heights
Fort Worth, Texas (1) October 2004 (1) 909,472 2,605,474
CPHP-XXII
Harriet Tubman Terrace December
Berkeley, California (1) 2003 (1) 2,036,000 5,800,762
------------ ------------
$ 32,600,937 $ 94,123,955
============ ============
</Table>
See notes to schedule
F-20
CENTURY PACIFIC HOUSING FUND-1
- --------------------------------------------------------------------------------
NOTES TO SCHEDULE IV - MORTGAGE LOANS ON REAL
ESTATE OF OPERATING PARTNERSHIPS IN WHICH
CPHF-I HAS LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 2001
NOTE 1 - DESCRIPTION
Each Operating Partnership has invested in a Property. The Operating
Partnerships assumed mortgage loan obligations from the sellers of the
properties, and with the exception of two mortgages, all mortgage loan
obligations are insured by the United States Department of Housing and Urban
Development. All mortgages are secured by the land and buildings of the
properties.
In addition, the Operating Partnerships issued residual notes to the sellers
of the properties as partial consideration. The notes bear interest at the
minimum long-term federal rate as announced from time-to-time pursuant to
Section 1274 of the Internal Revenue Code, provided that such rate shall not
be less than 7% nor greater than 15%. The notes are secured by the land and
buildings of the properties. The notes are repayable out of future cash
available for distribution and unpaid principal and interest are due at
maturity.
NOTE 2 - RECONCILIATION OF MORTGAGES AND RESIDUAL NOTES
<Table>
<Caption>
FOR THE YEAR ENDED
DECEMBER 31, 2001
----------------------------
MORTGAGE RESIDUAL
LOANS NOTES
------------ ------------
Balance at December 31, 1998 $ 41,234,855 $ 77,235,906
Additions during year:
Accrued interest -- 7,028,848
Deductions during year:
Payments (2,240,789) --
------------ ------------
Balance at December 31, 1999 38,994,066 84,264,754
Additions during year:
Accrued interest -- 7,119,427
New mortgage loan 3,060,000 --
Deductions during year:
Payments (2,806,929) (2,044,850)
------------ ------------
Balance at December 31, 2000 39,247,137 89,339,331
Additions during year:
Accrued interest -- 7,417,773
New mortgage loan 4,000,000 --
Deductions during year:
Payments (2,814,149) (2,633,149)
------------ ------------
$ 40,432,988 $ 94,123,955
============ ============
</Table>
F-21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CENTURY PACIFIC HOUSING FUND - I
By: Irwin Jay Deutch, as Managing General
Partner
Date: July 15, 2002 /s/ IRWIN JAY DEUTCH
-----------------------------------------
and
Century Pacific Capital I Corporation, as
Corporate General Partner and as
Attorney-in-Fact for all Investor Limited
Partners
Date: July 15, 2002 /s/ IRWIN JAY DEUTCH
-------------------------------------
By: Irwin Jay Deutch, President
16
S2100-020 INDEPENDENT AUDITORS' REPORT
To The Partners
Coleman Manor Associates Limited Partnership
We have audited the accompanying balance sheet of Coleman Manor Associates
Limited Partnership, Project No. 052-35464, a limited partnership, as of
December 31, 1999 and the related statements of profit and loss, partners'
equity (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 generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the 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 Coleman Manor Associates
Limited Partnership as of December 31, 1999 and the results of its operations
and its cash flows for the year then ended in conformity with generally
accepted accounting principles.
January 27, 2000
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
052-35464
- --------------------------------------------------------------------------------
BALANCE SHEET
PAGE 1 OF 2
DECEMBER 31, 1999
ASSETS
CURRENT ASSETS
1120 Cash - operations $ 6,814
1130 Tenant accounts receivable 1,939
1135 Accounts receivable - HUD 8,345
1200 Miscellaneous prepaid expenses 21,805
------------
1100T TOTAL CURRENT ASSETS $ 38,903
DEPOSITS HELD IN TRUST - FUNDED
1191 Tenant deposits held in trust 6,652
RESTRICTED DEPOSITS AND FUNDED RESERVES
1310 Escrow deposits 28,943
1320 Replacement reserve 40,527
------------
1300T TOTAL DEPOSITS 69,470
FIXED ASSETS
1410 Land 61,281
1420 Buildings 3,426,317
1465 Office furniture and equipment 123,514
------------
1400T Total Fixed Assets 3,611,112
1495 Less: Accumulated depreciation 1,466,857
------------
1400N NET FIXED ASSETS 2,144,255
OTHER ASSETS
1520 Intangible assets - loan costs
1520 Intangible assets - credit application and 97,875
compliance fees 11,844
------------
1500T TOTAL OTHER ASSETS 109,719
------------
1000T TOTAL ASSETS $2,368,999
============
- --------------------------------------------------------------------------------
See the accompanying notes to financial statements. Page 2
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
052-35464
- --------------------------------------------------------------------------------
BALANCE SHEET
PAGE 2 OF 2
DECEMBER 31, 1999
LIABILITIES
CURRENT LIABILITIES
2105 Bank overdraft - operations $ 398
2110 Accounts payable - operations 6,366
2120 Accrued wages payable 2,311
2113 Accounts payable - entity 186,454
2123 Accrued management fee payable 1,839
2131 Accrued interest payable - first mortgage 14,889
2170 Mortgage payable - first mortgage (short-term) 8,559
2172 Mortgage payable - second mortgage (short-term) 1,382
2210 Prepaid revenue 1,337
------------
2122T TOTAL CURRENT LIABILITIES $ 223,535
DEPOSIT AND PREPAYMENT LIABILITIES
2191 Tenant deposits held in trust (contra) 6,638
LONG-TERM LIABILITIES
2320 Mortgage payable - first mortgage 1,415,101
2322 Mortgage payable - second mortgage 710,421
2324 Other loans and notes payable 40,000
------------
2300T TOTAL LONG-TERM LIABILITIES 2,165,522
------------
2000T TOTAL LIABILITIES 2,395,695
PARTNERS' EQUITY (DEFICIT)
3130 Partners' equity (deficit) (26,696)
------------
2033T TOTAL LIABILITIES AND PARTNERS' EQUITY (DEFICIT) $2,368,999
============
- --------------------------------------------------------------------------------
See the accompanying notes to financial statements. Page 3
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
052-35464
- --------------------------------------------------------------------------------
STATEMENT OF PROFIT AND LOSS
FOR THE YEAR ENDED DECEMBER 31, 1999
- ---------------------------------------------------------------------------------------------------------------------
PART 1 DESCRIPTION OF ACCOUNT ACCT. NO. AMOUNT
- ---------------------------------------------------------------------------------------------------------------------
Rent Revenue - Gross Potential 5120 $ 44,692
--------------------------------------------------------------------------------------------------
Tenant Assistance Payments 5121 $330,202
--------------------------------------------------------------------------------------------------
Rent Revenue - Stores and Commercial 5140 $
--------------------------------------------------------------------------------------------------
Garage and Parking Spaces 5170 $
--------------------------------------------------------------------------------------------------
Flexible Subsidy Revenue 5180 $
RENT --------------------------------------------------------------------------------------------------
REVENUE Miscellaneous Rent Revenue 5190 $
5100 --------------------------------------------------------------------------------------------------
Excess Rent 5191 $
--------------------------------------------------------------------------------------------------
Rent Revenue/Insurance 5192 $
--------------------------------------------------------------------------------------------------
Special Claims Revenue 5193 $
--------------------------------------------------------------------------------------------------
Retained Excess Income 5194 $
--------------------------------------------------------------------------------------------------
TOTAL RENT REVENUE 5100T $ 374,894
- ---------------------------------------------------------------------------------------------------------------------
Apartments 5220 $ 5,983
--------------------------------------------------------------------------------------------------
Stores and Commercial 5240 $
--------------------------------------------------------------------------------------------------
Rental Concessions 5250 $
VACANCIES --------------------------------------------------------------------------------------------------
5200 Garage and Parking Space 5270 $
--------------------------------------------------------------------------------------------------
Miscellaneous 5290 $
--------------------------------------------------------------------------------------------------
TOTAL VACANCIES 5200T $ 5,983
--------------------------------------------------------------------------------------------------
NET RENTAL REVENUE Rent Revenue Less Vacancies 5152N $ 368,911
- ---------------------------------------------------------------------------------------------------------------------
5300 Nursing Homes/Assisted Living/Board and Care/
Other Elderly Care/Coop/ and Other Revenues 5300 $
- ---------------------------------------------------------------------------------------------------------------------
Financial Revenue - Project Operations 5410 $ 446
--------------------------------------------------------------------------------------------------
Revenue from Investments - Residual Receipts 5430 $
FINANCIAL --------------------------------------------------------------------------------------------------
REVENUE Revenue from Investments - Replacement Reserve 5440 $ 797
5400 --------------------------------------------------------------------------------------------------
Revenue from Investments - Miscellaneous 5490 $
--------------------------------------------------------------------------------------------------
TOTAL FINANCIAL REVENUE 5400T $ 1,243
- ---------------------------------------------------------------------------------------------------------------------
Laundry and Vending Revenue 5910 $ 1,627
--------------------------------------------------------------------------------------------------
Tenant Charges 5920 $ 1,316
--------------------------------------------------------------------------------------------------
Interest Reduction Payments Revenue 5945 $
OTHER --------------------------------------------------------------------------------------------------
REVENUE Miscellaneous Revenue (Schedule) 5990 $ 3,789
5900 --------------------------------------------------------------------------------------------------
TOTAL OTHER REVENUE 5900T $ 6,732
--------------------------------------------------------------------------------------------------
TOTAL REVENUE 5000T $ 376,886
- ---------------------------------------------------------------------------------------------------------------------
Conventions and Meetings 6203 $
--------------------------------------------------------------------------------------------------
Management Consultants 6204 $
--------------------------------------------------------------------------------------------------
Advertising and Marketing 6210 $ 93
--------------------------------------------------------------------------------------------------
Other Renting Expenses 6250 $ 4,180
--------------------------------------------------------------------------------------------------
Office Salaries 6310 $ 17,799
--------------------------------------------------------------------------------------------------
Office Expenses 6311 $ 7,368
--------------------------------------------------------------------------------------------------
Office or Model Apartment Rent 6312 $
--------------------------------------------------------------------------------------------------
Management Fee 6320 $ 21,943
ADMINISTRATIVE --------------------------------------------------------------------------------------------------
EXPENSES Manager or Superintendent Salaries 6330 $
6200/6300 --------------------------------------------------------------------------------------------------
Administrative Rent Free Unit 6331 $ 7,477
--------------------------------------------------------------------------------------------------
Legal Expense - Project 6340 $ 174
--------------------------------------------------------------------------------------------------
Audit Expense 6350 $ 6,000
--------------------------------------------------------------------------------------------------
Bookkeeping Fees/Accounting Services 6351 $ 4,925
--------------------------------------------------------------------------------------------------
Bad Debts 6370 $ 243
--------------------------------------------------------------------------------------------------
Miscellaneous Administrative Expenses 6390 $ 1,421
--------------------------------------------------------------------------------------------------
TOTAL ADMINISTRATIVE EXPENSES 6263T $ 71,623
- ---------------------------------------------------------------------------------------------------------------------
Fuel Oil/Coal 6420 $
--------------------------------------------------------------------------------------------------
Electricity 6450 $ 8,104
UTILITIES --------------------------------------------------------------------------------------------------
EXPENSE Water 6451 $ 1,325
6400 --------------------------------------------------------------------------------------------------
Gas 6452 $
--------------------------------------------------------------------------------------------------
Sewer 6453 $ 2,959
--------------------------------------------------------------------------------------------------
TOTAL UTILITIES EXPENSE 6400T $ 12,388
--------------------------------------------------------------------------------------------------
TOTAL EXPENSES (CARRY FORWARD TO PAGE 2) $ 84,011
- ---------------------------------------------------------------------------------------------------------------------
Page 1 of 2
- --------------------------------------------------------------------------------
See the accompanying notes to financial statements. Page 4
Project Name: Coleman Manor Associates Limited Partnership
- ---------------------------------------------------------------------------------------------------------------------
BALANCE CARRIED FORWARD $ 84,011
- ---------------------------------------------------------------------------------------------------------------------
Payroll 6510 $ 30,806
--------------------------------------------------------------------------------------------------
Supplies 6515 $ 641
--------------------------------------------------------------------------------------------------
Contracts 6520 $ 16,970
--------------------------------------------------------------------------------------------------
Operating and Maintenance Rent Free Unit 6521 $
--------------------------------------------------------------------------------------------------
Garbage and Trash Removal 6525 $ 1,980
OPERATING --------------------------------------------------------------------------------------------------
MAINTENANCE Security Payroll/Contract 6530 $
EXPENSES --------------------------------------------------------------------------------------------------
6500 Security Rent Free Unit 6531 $
--------------------------------------------------------------------------------------------------
Heating/Cooling Repairs and Maintenance 6546 $ 6,760
--------------------------------------------------------------------------------------------------
Snow Removal 6548 $ 150
--------------------------------------------------------------------------------------------------
Vehicle and Maintenance Equipment Operation and Repairs 6570 $
--------------------------------------------------------------------------------------------------
Miscellaneous Operating and Maintenance Expenses 6590 $ 5,992
--------------------------------------------------------------------------------------------------
TOTAL OPERATING AND MAINTENANCE EXPENSES 6500T $ 63,299
- ---------------------------------------------------------------------------------------------------------------------
Real Estate Taxes 6710 $ 34,458
--------------------------------------------------------------------------------------------------
Payroll Taxes (Project's Share) 6711 $ 4,284
--------------------------------------------------------------------------------------------------
Property and Liability Insurance (Hazard) 6720 $ 5,655
--------------------------------------------------------------------------------------------------
TAXES Fidelity Bond Insurance 6721 $
AND --------------------------------------------------------------------------------------------------
INSURANCE Workmen's Compensation 6722 $ 830
6700 --------------------------------------------------------------------------------------------------
Health Insurance and Other Employee Benefits 6723 $ 3,956
--------------------------------------------------------------------------------------------------
Miscellaneous Taxes, Licenses, Permits and Insurance 6790 $ 1,315
--------------------------------------------------------------------------------------------------
TOTAL TAXES AND INSURANCE 6700T $ 50,498
- ---------------------------------------------------------------------------------------------------------------------
Interest on Mortgage Payable 6820 $142,798
--------------------------------------------------------------------------------------------------
Interest on Notes Payable (LongTerm) 6830 $ 7,123
FINANCIAL --------------------------------------------------------------------------------------------------
EXPENSES Interest on Notes Payable (ShortTerm) 6840 $
6800 --------------------------------------------------------------------------------------------------
Mortgage Insurance Premium/Service Charge 6850 $ 7,153
--------------------------------------------------------------------------------------------------
Miscellaneous Financial Expenses 6890 $
--------------------------------------------------------------------------------------------------
TOTAL FINANCIAL EXPENSES 6800T $ 157,074
- ---------------------------------------------------------------------------------------------------------------------
6900 Nursing Homes/ Assisted Living/ Board and Care/
Other Elderly Care Expenses 6900 $
- ---------------------------------------------------------------------------------------------------------------------
TOTAL COST OF OPERATIONS BEFORE
DEPRECIATION AND AMORTIZATION 6000T $ 354,882
--------------------------------------------------------------------------------------------------
PROFIT (LOSS) BEFORE DEPRECIATION AND AMORTIZATION 5060T $ 22,004
--------------------------------------------------------------------------------------------------
Depreciation Expense 6600 $135,085
--------------------------------------------------------------------------------------------------
Amortization Expense 6610 $ 6,580
--------------------------------------------------------------------------------------------------
TOTAL DEPRECIATION AND AMORTIZATION $ 141,665
--------------------------------------------------------------------------------------------------
OPERATING PROFIT OR (LOSS) 5060N $(119,661)
- ---------------------------------------------------------------------------------------------------------------------
Officer's Salaries 7110 $
--------------------------------------------------------------------------------------------------
Legal Expenses 7120 $
--------------------------------------------------------------------------------------------------
Federal, State, and Other Income Taxes 7130 $
--------------------------------------------------------------------------------------------------
CORPORATE OR Interest Income 7140 $
MORTGAGOR --------------------------------------------------------------------------------------------------
ENTITY Interest on Notes Payable 7141 $
EXPENSES --------------------------------------------------------------------------------------------------
7100 Interest on Mortgage Payable 7142 $
--------------------------------------------------------------------------------------------------
Other Expenses (Schedule) 7190 $ 19,800
--------------------------------------------------------------------------------------------------
NET ENTITY EXPENSES 7100T $ 19,800
--------------------------------------------------------------------------------------------------
PROFIT OR LOSS (NET INCOME OR LOSS) 3250 $(139,461)
- ---------------------------------------------------------------------------------------------------------------------
MISCELLANEOUS OR OTHER INCOME AND EXPENSE SUB-ACCOUNT GROUPS. If miscellaneous or other income and/or expense
sub-accounts (5190, 5290, 5490, 5990, 6390, 6590, 6790, 6890 and 7190) exceed the Account Groupings by 10% or
more, attach a separate schedule describing or explaining the miscellaneous income or expense.
- ---------------------------------------------------------------------------------------------------------------------
PART II
- ---------------------------------------------------------------------------------------------------------------------
1. Total mortgage principal payments required during the audit year (12 monthly payments).
This applies to all direct loans and HUD-held and fully insured mortgages.
Any HUD approved second mortgages should be included in the figures. (Account S1000-010) $ 9,120
- ---------------------------------------------------------------------------------------------------------------------
2. Total of 12 monthly deposits in the audit year into the Replacement Reserve account,
as required by the Regulatory Agreement even if payments may be temporarily
suspended or reduced. (Account S1000-020) $ 5,910
- ---------------------------------------------------------------------------------------------------------------------
3. Replacement Reserve or Residual Receipts releases which are included as expense items
on this Profit and Loss Statement. (Account S1000-030) $
- ---------------------------------------------------------------------------------------------------------------------
4. Project Improvement Reserve Releases under the Flexible Subsidy Program that are included
as expense items on this Profit and Loss Statement. (Account S1000-040) $
- ---------------------------------------------------------------------------------------------------------------------
Page 2 of 2
- --------------------------------------------------------------------------------
See the accompanying notes to financial statements. Page 5
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
052-35464
- ------------------------------------------------------------------------------
SCHEDULE OF SUB-ACCOUNTS
FOR THE YEAR ENDED DECEMBER 31, 1999
5990 - MISCELLANEOUS REVENUE
5990-010 Recovery of bad debts 5990-020 $ 3,500
5990-010 Miscellaneous revenue 5990-020 289
---------
5990 TOTAL MISCELLANEOUS REVENUE $ 3,789
=========
7190 OTHER EXPENSES
7190-010 Supervisory management fee 7190-020 $19,800
=========
- ------------------------------------------------------------------------------
See the accompanying notes to financial statements. Page 6a
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
052-35464
- ------------------------------------------------------------------------------
STATEMENT OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEAR ENDED DECEMBER 31, 1999
S1100-010 BEGINNING OF YEAR $ 112,765
3250 NET LOSS (139,461)
-----------
3130 END OF YEAR $ (26,696)
===========
- ------------------------------------------------------------------------------
See the accompanying notes to financial statements. Page 7
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
052-35464
- --------------------------------------------------------------------------------
STATEMENT OF CASH FLOWS
PAGE 1 OF 2
FOR THE YEAR ENDED DECEMBER 31, 1999
ACCOUNT AMOUNT
--------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts:
S1200-010 Rental receipts $ 362,437
S1200-020 Interest receipts 1,243
S1200-030 Other operating receipts 6,732
-----------
S1200-040 Total Receipts 370,412
-----------
Disbursements:
S1200-050 Administrative 30,756
S1200-070 Management fee 22,536
S1200-090 Utilities 12,388
S1200-100 Salaries and wages 48,406
S1200-110 Operating and maintenance 32,493
S1200-120 Real estate taxes 32,379
S1200-140 Property insurance 12,134
S1200-150 Miscellaneous taxes and insurance 4,284
S1200-160 Tenant security deposits 287
S1200-180 Interest on mortgages 142,868
S1200-210 Mortgage insurance premium (MIP) 7,130
S1200-220 Miscellaneous financial 7,123
-----------
S1200-230 Total Disbursements 352,784
-----------
S1200-240 NET CASH PROVIDED BY OPERATING ACTIVITIES 17,628
-----------
CASH FLOWS FROM INVESTING ACTIVITIES
S1200-245 Net deposits to the mortgage escrow account (8,534)
S1200-250 Net deposits to the reserve for replacement account (6,707)
S1200-330 Net purchases of fixed assets (4,880)
-----------
S1200-350 NET CASH USED IN INVESTING ACTIVITIES (20,121)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES
S1200-360 Mortgage principal payments (9,120)
S1200-450 Other financing activities 398
S1200-455 Entity/Construction financing activities:
S1200-456 Supervisory management fees S1200-457 (3,000)
-----------
S1200-460 NET CASH USED IN FINANCING ACTIVITIES (11,722)
-----------
S1200-470 NET DECREASE IN CASH (14,215)
S1200-480 BEGINNING OF PERIOD CASH 21,029
-----------
S1200T END OF PERIOD CASH $ 6,814
===========
- --------------------------------------------------------------------------------
See the accompanying notes to financial statements. Page 8
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
052-35464
- --------------------------------------------------------------------------------
STATEMENT OF CASH FLOWS
PAGE 2 OF 2
FOR THE YEAR ENDED DECEMBER 31, 1999
ACCOUNT AMOUNT
--------------------------
RECONCILIATION OF NET LOSS TO NET CASH
PROVIDED BY OPERATING ACTIVITIES
3250 Net loss $(139,461)
Adjustments to reconcile net loss to net cash
provided by operating activities:
6600 Depreciation 135,085
6610 Amortization 6,580
Change in assets and liabilities:
S1200-490 Increase in tenant accounts receivable (1,573)
S1200-500 Decrease in accounts receivable - other (5,824)
S1200-520 Decrease in prepaid expenses 1,724
S1200-530 Increase in cash restricted for tenant security deposits (270)
S1200-540 Increase in accounts payable 1,125
S1200-560 Decrease in accrued liabilities (394)
S1200-570 Decrease in accrued interest payable (70)
S1200-580 Decrease in tenant security deposits held in trust (17)
S1200-590 Increase in prepaid revenue 923
S1200-605 Increase in entity/construction liability accounts
S1200-606 Management fee expense S1200-607 19,800
-----------
S1200-610 NET CASH PROVIDED BY OPERATING ACTIVITIES $ 17,628
===========
- --------------------------------------------------------------------------------
See the accompanying notes to financial statements. Page 9
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
052-35464
- ------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(S3100-010)
The Partnership is organized as a limited partnership formed under
the laws of the State of Maryland on May 16, 1988 to acquire an interest
in .723 acres of land in Baltimore City, Maryland, and to construct and
operate thereon an apartment complex of 50 units under Section 221(d)(3)
of the National Housing Act. Such projects are regulated by the U.S.
Department of Housing and Urban Development (HUD) as to rent charges and
operating methods. The regulatory agreements limit annual distributions
of net operating receipts to "surplus cash" available at the end of each
year. There was no "surplus cash" as of December 31, 1999.
The following significant accounting policies have been followed in the
preparation of the financial statements:
Management uses estimates and assumptions in preparing financial
statements. Those estimates and assumptions affect the reported
amounts of assets and liabilities, the disclosure of contingent
assets and liabilities, and the reported revenues and expenses.
The Partnership provides an allowance for doubtful accounts equal
to the estimated collection losses that will be incurred in
collection of all receivables. The estimated losses are based
on a review of the current status of the existing receivables.
No allowance for doubtful accounts was provided for at December 31,
1999 as none was deemed necessary by management.
Depreciation is provided using primarily the straight-line method
over the estimated useful lives of the assets ranging from seven to
twenty-seven years.
The replacement reserve can only be used for improvements to
buildings upon prior approval of HUD.
- ------------------------------------------------------------------------------
Page 10
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
- ------------------------------------------------------------------------------
Notes To Financial Statements (Continued)
Deferred loan costs consist of fees for obtaining the HUD insured
mortgage loan and are being amortized using the straight-line
method over the life of the mortgage loan.
The low income credit application fee and the low income credit
compliance fee are being amortized over 15 years, the term of the
credit compliance period.
Income or loss of the Partnership is allocated 2% to the general
partners and 98% to the limited partners. No income tax provision has
been included in the financial statements since income or loss of the
Partnership is required to be reported by the partners on their
respective income tax returns.
2. MORTGAGES PAYABLE (S3100-050)
Permanent financing of the project has been provided by three mortgages.
The related notes are nonrecourse and are secured by the Partnership's
real estate.
The first mortgage is insured by the Federal Housing Administration
(FHA) and collateralized by a deed of trust on the rental property.
The mortgage bears interest at a rate of 10% and is payable in monthly
installments of $12,545 (including principal and interest) through
July 2029.
Under agreements with the mortgage lender and FHA, the Partnership
is required to make monthly escrow deposits for taxes, insurance and
replacement of project assets, and is subject to restrictions as to
operating policies, rental charges, operating expenditures and
distributions to partners.
The liability of the Partnership under the mortgage note is limited to
the underlying value of the real estate collateral plus other amounts
deposited with the lender.
SUBORDINATED MORTGAGE PAYABLE
The second mortgage, a variable interest loan through Community
Development Administration (CDA) of Maryland, is serviced by Bogman,
Inc. The note matures on July 1, 2029 and is payable as follows:
1. Beginning August 1, 1990, fifteen annual payments of $8,500 are
due, which includes interest at 1% annum.
- ------------------------------------------------------------------------------
Page 11
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
- ------------------------------------------------------------------------------
Notes To Financial Statements (Continued)
2. Beginning August 1, 2005, annual payments are due including interest
at 10%, in an amount sufficient to amortize the principal balance
over the remaining term of the loan.
SUBORDINATED PURCHASE MONEY MORTGAGE PAYABLE
This mortgage is with the Mayor and City Council of Baltimore and is
non-interest bearing. The full balance is due on September 1, 2029.
The scheduled maturities of the mortgages payable at December 31, 1999
are as follows: (S3100-x1x)
YEAR ACCOUNT AMOUNT
--------------------------------------------------------------
2000 S3100-060 $ 9,941
2001 S3100-070 10,851
2002 S3100-080 11,855
2003 S3100-090 12,963
2004 S3100-100 14,185
Thereafter S3100-110 2,115,668
--------------------------------------------------------------
$2,175,463
==============================================================
3. COMMITMENTS (S3100-X3X) (S3100-240)
The Partnership has entered into a regulatory agreement with HUD which
regulates, among other things, the rents which may be charged for
apartment units in the project, prohibits the sale of the Project
without HUD consent, limits the annual distribution of cash flow to
the partners and otherwise regulates the relationship between the
Partnership and HUD.
4. RELATED PARTY TRANSACTIONS (S3100-200)
ASSET AND SUPERVISORY MANAGEMENT FEE (S3100-200)
The Project has a management agreement with Century Pacific Realty
Corporation (CPRC), the supervising general partner, which requires
a fee of $19,800 annually. The first portion of the fee ($3,000) is
to be paid out of operations. The second portion ($5,000) is to be paid
out of surplus cash (as defined by HUD). The remaining balance and any
unpaid portions of the above may be paid out of capital transactions.
As of December 31, 1999, $186,454 of this fee remains unpaid.
- ------------------------------------------------------------------------------
Page 12
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
- ------------------------------------------------------------------------------
Notes To Financial Statements (Continued)
INCENTIVE MANAGEMENT FEE (S3100-200)
The Project has an incentive management agreement with the managing
general partner. The fee is to be equal to 60% of surplus cash (as
defined by HUD) net of the second portion ($5,000) of the asset and
supervisory management fee. There were no fees charged nor payments
made related to this fee in 1999.
S3100-210 COMPANY NAME Century Pacific Realty Corporation
S3100-220 AMOUNT RECEIVED $3,000
S3100-210 COMPANY NAME Mt. Washington Management Group, Inc.
S3100-220 AMOUNT RECEIVED $27,461
MANAGEMENT FEE (S3100-230)
Mt. Washington Management Group, Inc., an affiliate of the general
partners, is the exclusive agent for the management of the property.
The current management agreement provides for a management fee equal to
6.14% of gross collections. Total management fees incurred during 1999
were $21,943. In addition, Mt. Washington Management Group, Inc.
collects an accounting and bookkeeping fee which amounted to $4,925 in
1999. At December 31, 1999, $1,839 of these amounts are due and
payable.
5. LOW-INCOME HOUSING TAX CREDITS (S3100-240)
The Partnership expects to generate an aggregate of $2,545,410 of
low-income housing tax credits. Generally, such credits are expected
to become available for use by its partners pro rata over a ten-year
period beginning in 1989. In order to qualify for these credits, the
Property must comply with various federal and state requirements. These
requirements, include, but are not limited to, renting to low-income
tenants at rental rates, which do not exceed specified percentages of
area median gross income for the first 15 years of operation.
- ------------------------------------------------------------------------------
Page 13