UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 2003
COMMISSION FILE NUMBER 33-11194
CENTURY PACIFIC HOUSING FUND-I
A CALIFORNIA LIMITED PARTNERSHIP
I.R.S. EMPLOYER IDENTIFICATION NO. 95-3938971
1925 CENTURY PARK EAST, SUITE 1900, LOS ANGELES, CA 90067
REGISTRANT'S TELEPHONE NUMBER: (310) 208-1888
Securities Registered Pursuant to Section 12(b) or 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed with the Commission by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding twelve months (or such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference to Part III of this Form 10-K
or any amendment to this Form 10-K (X)
:
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes [ ] No [X]
No market exists for the limited partnership interests of the registrant, and
therefore, no aggregate market value can be determined.
No documents are incorporated into the text by reference.
Registrant's Prospectus dated April 15, 1987, as amended (the Prospectus) and
the Registrant's Supplement No. 3 dated December 21, 1988 to Prospectus dated
April 15, 1987 (Supplement No. 3) but only to the extent expressly incorporated
by reference in Parts I through IV hereof. Capitalized terms, which are not
defined herein, have the same meaning as in the Prospectus.
TABLE OF CONTENTS
<Table>
PART 1
ITEM 1 BUSINESS 3
ITEM 2 PROPERTIES 4
ITEM 3 LEGAL PROCEEDINGS 7
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 7
PART II
ITEM 5 MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS 8
ITEM 6 SELECTED FINANCIAL DATA 8
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS 9
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 12
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 12
ITEM 9 CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 13
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 14
ITEM 11 EXECUTIVE COMPENSATION 15
ITEM 12 PARTNERSHIP INTEREST OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT 15
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 15
ITEM 14 CONTROLS AND PROCEDURES 17
PART IV
ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K 18
SIGNATURES 19
</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), 14 of which are still owned at March 31, 2003. Each of the
properties qualifies for the Low-Income Housing Tax Credit, and one property, a
historic structure, qualifies for the Rehabilitation Tax Credit. All of these
properties receive one or more forms of assistance from federal, state or local
governments. A summary of the Partnership's objectives and a summary of the Tax
Credits are provided in the Prospectus under "Investment Objectives and
Policies" and "Federal Income Tax Aspects" on pages 45 and 79, respectively, and
are incorporated herein by reference.
In order to stimulate private investment in low and moderate income housing of
the types in which the Partnership has invested, the federal government has
provided investors with significant ownership incentives intended to reduce the
risks and provide investors/owners with certain tax benefits, limited cash
distributions and the possibility of long-term capital gains. The ownership
incentives include interest subsidies, rent subsidies, mortgage insurance and
other measures. However, there remains significant risks inherent in this type
of housing. Long-term investments in real estate limit the ability of the
Partnership to vary its portfolio in response to changing economic, financial
and investment conditions, and such investments are subject to changes in
economic circumstances and housing patterns, rising operating costs and
vacancies, rent controls and collection difficulties, costs and availability of
energy, as well as other factors which normally affect real estate values. In
addition, these properties usually are rent restricted and are subject to
government agency programs which may or may not require prior consent to
transfer ownership.
The Partnership acquired the properties by investing as the limited partner in
Operating Partnerships which own the properties. As a limited partner, the
Partnership's liability for obligations of the Operating Partnerships is limited
to its investment. The Partnership made capital contributions to the Operating
Partnerships in amounts sufficient to pay the Operating Partnerships' expenses
and to reimburse the general partners for their costs incurred in forming the
Operating Partnerships, if any, and acquiring the properties. For each
acquisition, this typically included a cash down payment (in one or more
installments), acceptance of the property's mortgage indebtedness, and execution
of a Purchase Money Note in favor of the seller of the property. For a summary
of the acquisition financing activities for each property, see the financial
information contained under Item 2.
3
The Partnership's primary objective is to provide Low-Income Housing Tax Credits
to limited partners generally over a 10-year period. Each of the Partnership's
Operating Partnerships has been allocated by the relevant state tax credit
agency an amount of the Low-Income Housing Tax Credit for 10 years from the date
the property is placed-in-service. The required holding period of the properties
is 15 years (the Compliance Period). The properties must satisfy rent
restrictions, tenant income limitations and other requirements (the Low-Income
Housing Tax Credit Requirements) in order to maintain eligibility for
recognition of the Low-Income Housing Tax Credit at all times during the
Compliance Period. Once an Operating Partnership has become eligible for the
Low-Income Housing Tax Credit, it may lose such eligibility and suffer an event
of recapture of previously taken tax credits if its property fails to remain in
compliance with the Low-Income Housing Tax Credit Requirements. During 2002,
five of the Operating Partnerships have suffered an event of recapture of the
Low-Income Housing Tax Credits since they were sold before the end of the
15-year compliance period and a bond was not posted. Therefore the partners may
be required to recapture a portion of the tax credits reported to them in their
K-1 depending on the amount utilized on their personal tax returns. The
Partnership expects to receive approximately $8,000 in tax credits in 2003, the
final year of credits.
Nineteen of the twenty-one Operating Partnerships receive rental subsidy
payments, including payments under Section 8 of Title II of the Housing and
Community Development Act of 1974 ("Section 8"). The subsidy agreements expire
at various times during and after the 15-year compliance period of the Operating
Partnerships. The United States Department of Housing and Urban Development
("HUD") has issued a notice implementing provisions to renew expiring Section 8
contracts as requested by an owner, for an additional one year term at current
rent levels. As of June 20, 2003, six of the Operating Partnerships' Section 8
contracts are due to expire during 2003. The Operating Partnerships have not yet
received HUD's approval of their extension requests. At the present time, the
Partnership cannot reasonably predict legislative initiatives and government
budget negotiations, the outcome of which could result in a reduction in funds
available for the various federal and state administered housing programs
including the Section 8 program. Such changes could adversely affect the future
net operating income and debt structure of any or all Operating Partnerships
receiving such subsidy or similar subsidies.
Employees
The Partnership does not employ any persons. Alternatively, the Partnership
reimburses an affiliate for overhead allocation consisting primarily of payroll
costs.
ITEM 2. PROPERTIES
As of March 31, 2003, the Partnership had acquired equity interests in the
Operating Partnerships set forth in the table below. Each of the properties
acquired by the Operating Partnerships receives benefits under government
assistance programs. The table set forth below summarizes the properties
acquired, and the purchase price, encumbrances and the government assistance
programs benefiting each property. Further information concerning these
Properties may be found in Supplement No. 3 to the Prospectus, pages 4 through
66, which information is incorporated herein by reference and is summarized
below.
4
<Table>
<Caption>
INITIAL
PROPERTY NAME, AVERAGE INITIAL CASH GOVERNMENT
LOCATION AND OCCUPANCY PURCHASE DOWN MORTGAGE RESIDUAL OTHER ASSISTANCE
RENTAL UNITS 2003 PRICE PAYMENT ASSUMED NOTE NOTES PROGRAM
--------- ------------ ---------- ------------ ------------ --------- ----------
Century Pacific Housing
Partnership V
(CPHP-V) - Jaycee Towers
Dayton, OH Section 236
204 residential units 95% $ 5,700,000 $ 400,196 $ 1,944,679 $ 6,942,573 $ 264,703 Section 8
CPHP - VIII - Sunset
Townhomes
Newton, KS
50 residential units 64% 1,225,000 138,000 481,884 1,077,927 20,108 Section 236
CPHP - XIII - Atlantis
Virginia Beach, VA Section 236
208 residential units 98% 6,032,000 801,000 1,670,172 8,060,338 52,522 Section 8
CPHP - XVI -
Rockwell Villa
Oklahoma City, OK Section 236
60 residential units 92% 1,235,400 129,564 400,433 1,245,430 62,638 Section 8
CPHP - XVII -
London Square Village
Oklahoma City, OK Section 236
200 residential units 89% 4,214,000 414,097 1,706,241 3,094,896 291,829 Section 8
CPHP - XVIII
Ascension Towers
Memphis, TN
197 residential units 86% 6,727,500 409,094 2,637,852 7,553,606 506,205 Section 236
Coleman Manor
Associates Limited
Partnership Section
Baltimore, MD 221(d)(4)
50 residential units 98% 3,990,000 (1) 1,625,000 2,102,803 -- 40,000 Section 8
CPHP - XX
Holiday Heights
Fort Worth, TX Section 236
100 residential units 98% $ 2,200,000 191,000 729,505 2,819,383 -- Section 8
CPHP - XXII
Harriet Tubman Terrace
Berkeley, CA Section 236
91 residential units 99% 4,732,000 593,000 1,186,721 6,277,004(2) 221,500 Section 8
CPHP - I - Charter
House
Dothan, AL
100 residential units 100% $ 2,146,000 $ 196,000 $ 721,685 $ 1,770,999 $ -- Section 236
</Table>
5
<Table>
<Caption>
INITIAL
PROPERTY NAME, AVERAGE INITIAL CASH GOVERNMENT
LOCATION AND OCCUPANCY PURCHASE DOWN MORTGAGE RESIDUAL OTHER ASSISTANCE
RENTAL UNITS 2003 PRICE PAYMENT ASSUMED NOTE NOTES PROGRAM
- ------------- --------- ------------ ----------- ------------ ------------ ---------- -------------
CPHP II - VOA - Section 236
Sunset Park Section 8
Denver, CO Flexible
242 residential units 98% $ 6,500,000 $ 956,000 $ 2,055,704 $ 8,196,607 $ 345,751 Subsidy Loan
CPHP - VII - Gulfway
Terrace
New Orleans, LA Section 236
206 residential units 92% 5,700,000 683,000 2,245,141 4,463,642 287,805 Section 8
Section 236
CPHP - IX - Wind Ridge Section 8
Wichita, KS Flexible
136 residential units 89% 3,500,000 382,000 3,012,512 905,532 64,165 Subsidy Loan
CPHP - X - Bergen Circle
Springfield, MA Section 236
201 residential units 95% 12,261,000 1,768,000 5,225,192 11,776,818 860,742 Section 8
------------ ----------- ------------ ------------ ----------
$ 66,162,900 $ 8,684,951 $ 26,120,524 $ 64,184,755 $3,017,968
============ =========== ============ ============ ==========
</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 July 31, 2003, there were no pending legal proceedings against the
Partnership or any Operating Partnership in which it has invested.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no submissions of matters to a vote of security holders during the
year ended March 31, 2003.
7
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS
There is presently no public market for the Units of limited partnership
interests (the Units), and it is unlikely that any public market for the Units
will develop. See the Prospectus under "Transferability of Interests" on pages
29 and 72 of the Prospectus, which information is incorporated herein by
reference. The number of owners of Units as of May 31, 2003 was approximately
2,121, holding 22,315 units.
As of July 31, 2003, there were no cash distributions.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data set forth below, insofar as they relate to each of
the three years ended March 31, 2003, and as of March 31, 2003 and 2002, are
derived from, and are qualified by reference to, our audited financial
statements included herein and should be read in conjunction with those
financial statements and the notes thereto. The selected financial data as of
March 31, 2001, 2000 and 1999 and for the years ended March 31, 2000 and 1999
are derived from audited financial statements not included herein. Results for
past periods are not necessarily indicative of results that may be expected for
future periods.
<Table>
<Caption>
YEAR ENDED MARCH 31,
---------------------------------------------------------------------
OPERATIONS 2003 2002 2001 2000 1999
--------- --------- --------- --------- ---------
Revenues $ -- $ 400 $ 800 $ 1,000 $ 3,715
Operating Expenses (65,623) (80,379) (69,421) (87,407) (74,653)
Equity in Net Losses of
Operating Partnerships -- -- (15,633) (122,245) (122,202)
--------- --------- --------- --------- ---------
Net Loss $ (65,623) $ (79,979) $ (84,254) $(208,652) $(193,140)
========= ========= ========= ========= =========
Net Loss per Unit of
Limited Partnership
Interest $ (3) $ (4) $ (4) $ (9) $ (9)
========= ========= ========= ========= =========
</Table>
<Table>
<Caption>
MARCH 31,
---------------------------------------------------------------------
2003 2002 2001 2000 1999
--------- --------- --------- --------- ---------
FINANCIAL POSITION
Total Assets $ 4,934 $ 5,503 $ 9,619 $ 26,456 $ 171,816
========= ========= ========= ========= =========
</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, 2003, the Partnership's portfolio consists of 14 properties. The
properties are located in 11 states and contain 1,973 residential units. The
average occupancy level for all properties during calendar year 2002 was
approximately 87% and most properties generated sufficient revenue to cover
operating costs, debt service, and the funding of reserves. For a summary of the
combined financial status of the Operating Partnerships and the properties, see
the financial information contained under Item 15.
Liquidity and Capital Resources
The Partnership is currently experiencing a liquidity problem. Under the
Partnership Agreement, the Partnership is entitled to receive distributions of
surplus cash from the Operating Partnerships which is to provide the funds
necessary for the Partnership to meet its operating costs. To date, the
Operating Partnerships have not provided sufficient cash distributions to enable
the Partnership to meet its current obligations. The Partnership has also
incurred allocated losses from all of its Operating Partnerships to the extent
of the Partnership's cash contributions and has a negative working capital. As a
result of the foregoing, the Partnership has been dependent upon its general
partners and affiliates for continued financial support to meet its operating
costs. Management maintains that the general partners and/or affiliates, though
not required to do so, will continue to fund operations of the Partnership by
continuing to fund operating costs and by deferring payment of allocated
overhead expenses and repayment of operating cash advances.
Management believes the possibility exists that one or several Operating
Partnerships may require additional capital, in addition to that previously
contributed by the Partnership, to sustain operations. In such case, the source
of the required capital needs may be from (i) limited reserves from the
Partnership (which may include distributions received from the Operating
Partnerships that would otherwise be available for distribution to partners),
(ii) debt financing at the Operating Partnership level (which may not be
available), or (iii) additional equity contributions from the general partner of
the Operating Partnerships (which may not be available). There can be no
assurance that any of these sources would be readily available to provide for
possible additional capital requirements which may be necessary to sustain the
operations of the Operating Partnerships. However, the Partnership is under no
obligation to fund operating deficits of the Operating Partnerships in the form
of additional contributions or loans.
Due to the uncertainty of the continuation of the Section 8 program, management
has been forced to consider several options to prepare for the possible lack of
subsidy income to the Operating Partnerships. The loss of subsidy income to the
Operating Partnerships will make it more difficult for the Operating
Partnerships to provide sufficient cash distributions to the Partnership.
Management has identified the courses of action they will take as a result of
the potential changes to the Section 8 program.
9
The plan that the Operating Partnerships follow will depend on the federal
government's decision to implement the decentralization or elimination of HUD.
HUD's proposed Mark-to-Market approach would create an atmosphere where the
Projects would have to compete for residents in the conventional market. The
following alternatives are listed as plans of action that management plans to
pursue in response the HUD's actions:
1) HUD may transfer project control to a local Housing Authority in the form
of block grants. The Housing Authority would determine the market rents
based on the area market. The projects will respond to the local Housing
Authority and follow their procedures and guidelines.
2) The current tenants may receive a housing voucher administered by the
local Housing Authority. The projects will accept vouchers and actively
seek applicants who have vouchers. The projects will also accept
nonvoucher residents who will pay rent amounts not to exceed the maximum
rents for persons at 60% of the median income level as in compliance with
Section 42 of the Internal Revenue Code (IRC).
3) If no subsidies or vouchers are given to the projects or the tenants, all
rents will be raised not to exceed the maximum rents for persons at 60% of
the median income level and in compliance with Section 42 of the IRC. With
rental rate increases, many of the current residents will be unable to pay
the higher rents, thus forcing them to move from the projects and to seek
housing elsewhere. An increase in the move out rate will cause a severe
cash flow strain to the project. To compensate for the loss of income and
increased vacancy turnover costs, the projects will require effective
marketing, competitive rental rates and possible upgrading to units and/or
common areas to attract qualified applicants and maintain a low vacancy
rate.
4) HUD may restructure loans in order to minimize the monthly costs to the
project and reduce the chances for default. Even with reduced or
eliminated payments, the project will be forced to increase rents in order
to operate.
5) The final option is to buy off the HUD insured loan making the complex
free from HUD's or the local Housing Authority's regulations.
Contractual Obligations
The Operating Partnerships' contractual cash obligations and other commercial
commitments at March 31, 2003 are summarized in the following table:
<Table>
<Caption>
LESS THAN
TOTAL 1 YEAR 1-3 YEARS 4-5 YEARS AFTER 5 YEARS
------------ ----------- ----------- ----------- -------------
Mortgage payable $ 26,120,524 $ 1,192,395 $ 2,688,773 $ 3,125,541 $ 19,113,815
============ =========== =========== =========== ============
</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.
10
The Partnership is organized as a limited partnership and is a "pass through"
tax entity which does not, itself, pay federal income tax. However, the partners
of the Partnership, who are subject to federal income tax, may be affected by
the Tax Reform Act of 1986, the Omnibus Budget Reconciliation Act of 1987, the
Technical and Miscellaneous Revenue Act of 1988, the Omnibus Budget
Reconciliation Act of 1989, the Omnibus Budget Reconciliation Act of 1990 and
all subsequent tax acts (collectively the Tax Acts). The Partnership will
consider the effect of certain aspects of the Tax Acts on the partners when
making investment decisions. The Partnership does not anticipate that the Tax
Acts will have a material adverse impact on the Partnership's business
operations, capital resources, plans or liquidity.
Results of Operations
2003 Compared to 2002
For the fiscal year ended March 31, 2003, the Partnership recorded a net loss of
approximately $66,000, as compared to a net loss of approximately $80,000 for
the prior fiscal year. The decrease in net loss is the result of a decrease in
the Partnership's general and administrative expenses.
In accordance with the equity method of accounting for limited partnership
interests, the Partnership does not recognize losses from investment properties
when losses exceed the Partnership's equity method basis in these properties.
All of the Partnership's investments have an equity method basis of zero at
March 31, 2003.
In the aggregate, combined rental revenue of the Operating Partnerships
decreased by approximately $215,000 during the calendar year. The average
occupancy level, in total, remained relatively constant in the Operating
Partnerships. The combined total expenses decreased by approximately $2,700,000
in the current year primarily due to decreases in utilities, repairs and
maintenance, depreciation and amortization, partially offset by increases in
management fees and other operating expenses.
The majority of the properties owned by the Operating Partnerships are in a
position of functional obsolescence and need substantial rehabilitation. The
Operating Partnerships do not have the funds to address the growing deferred
maintenance. Infusion of capital is necessary to keep the projects viable and
maintain them as decent, safe and quality housing. Refinancing is not an option
in view of the indebtedness on the properties surpassing their fair market
value.
As a result of the above, in 2002, the Operating Partnerships sold the following
seven properties:
<Table>
<Caption>
CANCELLATION
DATE SELLING BASIS OF OF DEBT
OPERATING PARTNERSHIP PROJECT NAME LOCATION SOLD PRICE ASSET SOLD GAIN INCOME
- ----------------------- ------------------- -------------- --------- ----------- ---------- ----------- ------------
Century Pacific Housing
Partnership III Highland Park Topeka, KS 5/31/2002 $ 2,789,246 $ 1,809,898 $ 979,348 $ 8,384,681
Century Pacific Housing
Partnership IV Forest Glen Estates Kansas City, KS 6/28/2002 3,357,924 2,748,071 609,853 3,623,096
Century Pacific Housing
Partnership VI Green Meadows Danville, IL 9/12/2002 1,695,397 727,967 967,430 374,049
Century Pacific Housing
Partnership XV Castle Gardens Lubbock, TX 12/16/2002 3,158,401 1,652,038 1,506,363 1,550,087
Century Pacific Housing
Partnership XI Continental Terrace Fort Worth, TX 12/16/2002 3,794,136 3,000,975 793,161 2,960,814
Century Pacific Housing
Partnership XIV Kings Row Houston, TX 12/16/2002 5,288,658 1,596,609 3,692,049 --
Century Pacific Housing
Partnership XII Yale Village Houston, TX 12/16/2002 6,463,274 2,645,102 3,818,172 1,523,590
----------- ----------- ----------- -----------
$26,547,036 $14,180,660 $12,366,376 $18,416,317
=========== =========== =========== ===========
</Table>
11
These properties were sold at their fair market values, which in each case was
less than the existing debt on those properties. As more fully described in Item
13, the sales transaction involving the last four properties involved a two-step
process whereby the properties were sold to a new related partnership, following
by a sale of 100% of the partnership interests in the new partnership to the
buyer. The sale of the partnership interests occurred subsequent to March 31,
2003. This process was used in order to accommodate the buyer's need to comply
with rules associated with its receipt of a new allocation of tax credits to
preserve these low-income properties. The sales prices of these properties were
established based upon an independent market valuation performed by the
accounting firm of Novogradac & Company.
2002 Compared to 2001
For the fiscal year ended March 31, 2002, the Partnership recorded a net loss of
approximately $80,000, as compared to a net loss of approximately $84,000 for
the prior fiscal year. The decrease in net loss is the result of a decrease in
the Partnership's equity in net losses of the Operating Partnerships, partially
offset by an increase in the Partnership's general and administrative expenses.
In accordance with the equity method of accounting for limited partnership
interests, the Partnership does not recognize losses from investment properties
when losses exceed the Partnership's equity method basis in these properties.
All of the Partnership's investments had an equity method basis of zero at March
31, 2002.
In the aggregate, combined rental revenue of the Operating Partnerships
decreased by approximately $69,000 in 2002. The average occupancy level, in
total, remained relatively constant in the Operating Partnerships. The combined
total expenses increased by approximately $1,400,000 in 2002 primarily due to an
increase in utilities, other operating expenses, and interest expense, partially
offset by a decrease in repairs and maintenance.
Inflation
Inflation is not expected to have a material adverse impact on the Partnership's
operations during its period of ownership of the Properties.
Other
The Partnership's operations are not subject to any significant seasonal
fluctuations. The Partnership believes it is in compliance with environmental
regulations and does not anticipate material effects of continued compliance.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements together with the report of the independent auditors
thereon are incorporated by reference from the Registrants Financial Statements
on the pages indicated in ITEM 15.
12
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
13
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership has no officers or directors. Management of the Partnership is
vested in Irwin Jay Deutch and Century Pacific Capital Corporation (CPCC) (the
general partners). The general partners will involve themselves in the
day-to-day affairs of the Partnership as required to protect the limited
partners' investment and advance the Partnership's tax investment objectives.
Mr. Deutch, the managing general partner, has the overall responsibility for the
preparation and transmittal of periodic reports to the limited partners,
preparation and filing of the Partnership's tax returns with the IRS and the
appropriate state tax authorities, and the preparation and filing of reports to
HUD and other government agencies.
Following is biographical information on Mr. Deutch and the Executive Officers
of CPCC:
IRWIN JAY DEUTCH
Irwin Jay Deutch, age 62, is Chairman of the Board, President, and Chief
Executive Officer of Century Pacific Realty Corporation (CPRC), a general
partner of the Operating Partnerships that own the Properties in which CPHF-I
has invested, and its Affiliates. Mr. Deutch has been involved with low-income
housing investments since 1968. He is the individual general partner in 62
private limited partnerships and two public limited partnerships investing in
209 properties, including 196 multifamily properties with 33,700 apartment
units, 10 commercial projects, and 3 hotel properties. Fifty-eight of the 62
private limited partnerships have invested in affordable housing. In his
capacity as general partner and officer of CPRC, he oversees the management of
these partnerships and assumes overall responsibility for the development,
direction, and operation of all affiliated CPRC companies. Mr. Deutch is
recognized as an expert in the field of affordable housing and frequently
addresses professional groups on topics of real estate investment, syndication,
tax law, and the Low-Income Housing Tax Credit program.
Mr. Deutch received a B.B.A. with distinction from the University of Michigan
School of Business Administration in 1962 and a Juris Doctor degree with honors
from the University of Michigan Law School in 1965. He is a member of the Order
of the Coif. Mr. Deutch served in the Honors Program in the Office of the Chief
Counsel of the Internal Revenue Service from 1965 to 1967, where he was assigned
to the Interpretative Division in Washington, D.C. He attended Georgetown Law
Center and received his Master of Laws degree in taxation in 1967. Mr. Deutch is
a member of the State Bars of Michigan and California, as well as the American,
Federal, Los Angeles, and Beverly Hills Bar Associations.
KEY OFFICERS OF CPCC AND AFFILIATES
ESSIE SAFAIE, age 53, is Chief Financial Officer and Chief Operating Officer of
CPRC. Prior to joining CPRC in 1988, from 1985-88, he was Vice President and
Chief Financial Officer of Sunrise Investments, Inc., a real estate syndication
firm with $450 million of real estate under management. During this period, Mr.
Safaie was also President of an affiliated property management firm, S&L
Property Management, Inc., with over 12,000 residential units and 800,000 square
feet of commercial office space under direct management. From 1982 to 1985, Mr.
Safaie was assistant controller of Standard Management Company, builders and
managers of luxury hotels, commercial offices and residential units. From
1980-1982, he served as financial officer of Diamond "M" Drilling Company. Mr.
Safaie received a BA degree in Business Administration from California State
University with a major in accounting.
14
CHARLES L. SCHWENNESEN, age 57, is Executive Vice President for CPEC and is
responsible for real estate acquisition and real estate financing activities.
Prior to joining CPEC in 1987, he analyzed investment opportunities and was Vice
President of a municipal bond underwriter. From 1977 to 1984, Mr. Schwennesen
was a manager with the accounting firm of Price Waterhouse. Mr. Schwennesen is a
Certified Public Accountant, holds a Juris Doctor degree, Class Rank - Top 20%,
from Loyola Marymount University School of Law (May 1999), a Masters Degree in
Business Administration from the UCLA Graduate School of Management (June 1976)
and a B.A. degree, with honors, in mathematics from UCLA (June 1974), and is a
registered NASD Principal. Mr. Schwennesen is a candidate for admission to the
State Bar of California.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no officers or directors. However, in connection with the
operations of the Partnership and the Operating Partnerships, the general
partners and their affiliates will or may receive certain fees, compensation,
income and other payments which are described in the Prospectus under
"Compensation, Fees and Reimbursements" on page 17, the terms of which are
incorporated herein by reference.
During the fiscal years ended March 31, 2003, 2002, and 2001, CPCC, a general
partner of the Partnership, and CPRC, a general partner of the Operating
Partnerships, earned $497,467, $529,329, and $526,524, respectively, in
compensation from the Operating Partnerships and $60,000 was accrued for each
fiscal year for the reimbursement for overhead allocation from Century Pacific
Equity Corporation (CPEC). During fiscal year 2003, the general partners
received no payments from the Operating Partnerships.
ITEM 12. PARTNERSHIP INTEREST OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
No partner in the Partnership owns more than 5% of the total number of
partnership interests outstanding. Irwin J. Deutch, the managing general
partner, holds a one-half percent general partnership interest and C.P. Westwood
Associates holds a one percent limited partnership interest.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Irwin J. Deutch is the managing general partner of the Partnership, and CPCC is
also a general partner. Irwin J. Deutch is the sole Director and President of
CPCC, and the stock of CPCC is solely owned by the Deutch Family Trust. Mr.
Deutch is also the President, sole Director and the Deutch Family Trust is the
sole stockholder of Century Pacific Realty Corporation (CPRC), the general
partner of the Operating Partnerships that own the properties in which the
Partnership has invested. The general partners were allocated their
proportionate share of the Partnership's tax losses and allocated tax credits.
CPCC and CPRC accrued certain fees for their services in managing and advising
the Partnership and its business. Century Pacific Equity Corporation (CPEC), an
affiliate, provides all the services and materials necessary for the operation
of the Partnership and is reimbursed for actual costs. These transactions are
more particularly set forth in the financial statements found under ITEM 15.
15
Four of the properties sold out of the Operating Partnerships in 2002 were sold
through a two-step process which involved a sale to a related partnership, and
then a sale of the partnership interests to a third party. The four properties
are Castle Gardens, Continental Terrace, Kings Row and Yale Village (the "Texas
Properties"). Specifically, each of the Texas Properties were sold to Century
Pacific-formed partnerships ("interim buyers") which held title to those
properties as of March 31, 2003. Subsequently, the partnership interests in the
newly formed partnerships were sold to a third-party buyer. The sales prices of
these properties were established based upon an independent market valuation
performed by the accounting firm of Novogradac & Company.
The details concerning the nature of the relationship between the interim buyers
and sellers of the Texas Properties are as follows: The sellers of each of the
Texas Properties were Operating Partnerships. In each cash, its general partner
was Century Pacific Realty Corporation ("CP Realty"), and its limited partner
was the Partnership. The Partnership's general partners are Irwin J. Deutch
("Deutch") and Century Pacific Capital Corporation ("CP Capital"). CP Realty and
CP Capital are both wholly owned by Deutch's family trust, and Deutch services
as their president and sole director.
The interim purchasers of the Texas Properties were, in each case, a partnership
formed for the purpose of acquiring its respective property in conjunction with
receiving a new allocation of low-income housing tax credits. The general
partner of each partnership was Century Pacific Equity Corporation ("CP
Equity"). CP Equity is also wholly owned by Deutch's family trust, and Deutch
serves as its president and sole director. Because the new partnerships had not
yet placed the investor limited partner/tax credit position, the initial limited
partner was Deutch. Subsequent to the interim buyer's acquisition, all of the
partnership interests in the partnerships were sold to the ultimate third-party
buyer.
In addition, as of March 31, 2003, the third-party buyer had entered into a
conditional contract to acquire CP Equity, CP Capital, CP Realty, and their
affiliated companies and partnerships from Deutch's family trust. As of March
31, 2003, these acquisitions had not yet occurred, but are anticipated to occur
in 2003.
The four properties sold are as follows:
<Table>
<Caption>
CANCELLATION
DATE SELLING BASIS OF GAIN OF DEBT
OPERATING PARTNERSHIP PROJECT NAME LOCATION SOLD PRICE ASSET SOLD (LOSS) INCOME
- ----------------------- ------------------- -------------- --------- ----------- ---------- ----------- ------------
Century Pacific Housing
Partnership XV Castle Gardens Lubbock, TX 12/16/2002 $ 3,158,401 $ 1,652,038 $1,506,363 $ 1,550,087
Century Pacific Housing
Partnership XI Continental Terrace Fort Worth, TX 12/16/2002 3,794,136 3,000,975 793,161 2,960,814
Century Pacific Housing
Partnership XIV Kings Row Houston, TX 12/16/2002 5,288,658 1,596,609 3,692,049 --
Century Pacific Housing
Partnership XII Yale Village Houston, TX 12/16/2002 6,463,274 2,645,102 3,818,172 1,523,590
----------- ----------- ----------- -----------
$18,704,469 $ 8,894,724 $ 9,809,745 $ 6,034,491
=========== =========== =========== ===========
</Table>
16
ITEM 14 CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
The Partnership's Chief Executive Officer and Chief Financial
Officer have reviewed and evaluated the effectiveness of the
Partnership's disclosure controls and procedures (as defined in
Exchange Act Rules 240.13a-14(c) and 15d-14(c) as of a date within
ninety days before the filing date of this report. Based on that
evaluation, they have concluded that the Partnership's current
disclosure controls and procedures are effective in timely providing
them with material information relating to the Partnership required to
be disclosed in the reports the Partnership files or submits under the
Exchange Act.
(b) Changes in Internal Controls
There have not been any significant changes in the
Partnership's internal controls or in other factors that could
significantly affect these controls subsequent to June 30, 2003, the
date of evaluation. There were no significant deficiencies or material
weaknesses, and, therefore, no corrective actions were taken.
17
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
<Table>
(a) (1) Financial Statements:
Independent Auditors' Report F-1
Balance Sheet as of March 31, 2003 and 2002 F-2
Statement of Operations for the Years Ended March 31,
2003, 2002 and 2001 F-3
Statement Of Partners' Equity (Deficit) for the
Years Ended March 31, 2003, 2002 and 2001 F-4
Statement of Cash Flows for the Years Ended March 31,
2003, 2002 and 2001 F-5
Notes to Financial Statements F-6
(2) Financial Statement Schedules:
Schedule III - Real Estate and Accumulated Depreciation of
Operating Partnerships in which CPHF-I has
Limited Partnership Interests F-13 and F-14
Notes to Schedule III - Real Estate and Accumulated
Depreciation of Operating Partnerships in which
CPHF-I has Limited Partnership Interests F-15 and F-16
Schedule IV - Mortgage Loans on Real Estate of Operating
Partnerships in which CPHF-I has Limited
Partnership Interests F-17 thru F-20
Notes to Schedule IV - Mortgage Loans on Real Estate of
Operating Partnerships in which CPHF-I has
Limited Partnership Interests F-21
All other schedules are omitted because they are not applicable or
the required information is shown in the financial statements or
notes thereto.
(b) Reports on Form 8-K
Not applicable
(c) Exhibits
31.1 Certification Pursuant to 15 U.S.C. Section 7241, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2 Certification Pursuant to 15 U.S.C. Section 7241, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1 Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002*
32.2 Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002*
* Filed herewith
(d) Financial Statement Schedule
Not applicable
</Table>
18
INDEPENDENT AUDITORS' REPORT
Partners
Century Pacific Housing Fund - I
We have audited the accompanying balance sheet of Century Pacific Housing Fund -
I as of March 31, 2003 and 2002, and the related statements of operations,
partners' equity (deficit) and cash flows for each of the three years in the
period ended March 31, 2003. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Century Pacific Housing Fund -
I as of March 31, 2003 and 2002, and the results of its operations and its cash
flows for each of the three years in the period ended March 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Notes 2, 3, 4 and
5 to the financial statements, the Partnership has suffered recurring losses
from operations and has a net capital deficiency that raises substantial doubt
about its ability to continue as a going concern. Management's plans regarding
these matters also are described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed under Item 15 are
presented for purposes of complying with the Securities and Exchange
Commission's rules and are not a part of the basic financial statements. These
schedules have been subjected to the auditing procedures applied in our audits
of the basic financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/ RUBIN, BROWN, GORNSTEIN & CO. LLP
St. Louis, Missouri
June 20, 2003
F-1
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
BALANCE SHEET
<Table>
<Caption>
ASSETS
MARCH 31,
--------------------------
2003 2002
----------- -----------
Cash $ -- $ 569
Receivable from related parties (Note 4) 4,934 4,934
Investments in Operating Partnerships (Notes 1 and 5) -- --
----------- -----------
$ 4,934 $ 5,503
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Accounts payable and accrued expenses $ 10,800 $ 9,285
Advance from affiliate (Note 4) 62,455 62,455
Payable to related parties (Note 4) 1,144,072 1,080,533
----------- -----------
TOTAL LIABILITIES 1,217,327 1,152,273
----------- -----------
COMMITMENTS AND CONTINGENCIES (NOTE 6) -- --
----------- -----------
PARTNERS' EQUITY (DEFICIT)
General partners (402,970) (401,658)
Limited partners, $1,000 stated value per unit,
50,000 units authorized, 22,315 units issued
and outstanding (Note 2) (809,423) (745,112)
----------- -----------
TOTAL PARTNERS' EQUITY (DEFICIT) (1,212,393) (1,146,770)
----------- -----------
$ 4,934 $ 5,503
=========== ===========
</Table>
F-2
- --------------------------------------------------------------------------------
See the accompanying report letter and notes to financial statements.
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS
<Table>
<Caption>
FOR THE YEARS ENDED MARCH 31,
--------------------------------------------
2003 2002 2001
------------ ------------ ------------
REVENUES
Transfer fees $ -- $ 400 $ 800
------------ ------------ ------------
EXPENSES
Allocated overhead expenses - affiliate (Note 4) 60,000 60,000 60,000
Other general and administrative 5,623 20,379 9,421
------------ ------------ ------------
TOTAL EXPENSES 65,623 80,379 69,421
------------ ------------ ------------
LOSS BEFORE EQUITY IN NET LOSSES OF
OPERATING PARTNERSHIPS (65,623) (79,979) (68,621)
EQUITY IN NET LOSSES OF OPERATING
PARTNERSHIPS (NOTE 5) -- -- (15,633)
------------ ------------ ------------
NET LOSS $ (65,623) $ (79,979) $ (84,254)
============ ============ ============
ALLOCATION OF NET LOSS
General partners $ (1,312) $ (1,600) $ (1,685)
Limited partners (64,311) (78,379) (82,569)
------------ ------------ ------------
$ (65,623) $ (79,979) $ (84,254)
============ ============ ============
NET LOSS PER UNIT OF LIMITED PARTNERSHIP
INTEREST (NOTE 1) $ (3) $ (4) $ (4)
============ ============ ============
AVERAGE NUMBER OF OUTSTANDING UNITS 22,315 22,315 22,315
============ ============ ============
</Table>
F-3
- --------------------------------------------------------------------------------
See the accompanying report letter and notes to financial statements.
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2003, 2002, AND 2001
<Table>
<Caption>
GENERAL LIMITED
PARTNERS PARTNERS TOTAL
------------ ------------ ------------
PARTNERS' EQUITY (DEFICIT) - MARCH 31, 2000 $ (398,373) $ (584,164) $ (982,537)
NET LOSS (1,685) (82,569) (84,254)
------------ ------------ ------------
PARTNERS' EQUITY (DEFICIT) - MARCH 31, 2001 (400,058) (666,733) (1,066,791)
NET LOSS (1,600) (78,379) (79,979)
------------ ------------ ------------
PARTNERS' EQUITY (DEFICIT) - MARCH 31, 2002 (401,658) (745,112) (1,146,770)
NET LOSS (1,312) (64,311) (65,623)
------------ ------------ ------------
PARTNERS' EQUITY (DEFICIT) - MARCH 31, 2003 $ (402,970) $ (809,423) $ (1,212,393)
============ ============ ============
PERCENTAGE INTEREST - MARCH 31, 2003 2% 98% 100%
============ ============ ============
</Table>
F-4
- --------------------------------------------------------------------------------
See the accompanying report letter and notes to financial statements.
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
STATEMENTS OF CASH FLOWS
<Table>
<Caption>
FOR THE YEARS ENDED MARCH 31,
2003 2002 2001
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (65,623) $ (79,979) $ (84,254)
Adjustments to reconcile net loss to net cash
used in operating activities:
Equity in net losses of Operating Partnerships -- -- 15,633
Increase (decrease) in accounts payable and
accrued expenses 1,515 1,667 (6,151)
Increase in payable to related parties 63,539 74,196 73,568
------------ ------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (569) (4,116) (1,204)
------------ ------------ ------------
NET DECREASE IN CASH (569) (4,116) (1,204)
CASH - BEGINNING OF PERIOD 569 4,685 5,889
------------ ------------ ------------
CASH - END OF PERIOD $ -- $ 569 $ 4,685
============ ============ ============
</Table>
F-5
- --------------------------------------------------------------------------------
See the accompanying report letter and notes to financial statements.
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003, 2002 AND 2001
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Partnership maintains its financial records on the tax basis.
Memorandum entries, while not recorded in the records of the
Partnership, have been made in order to prepare the financial
statements in accordance with accounting principles generally accepted
in the United States of America.
On August 7, 1991, management of the Partnership changed from a
calendar year end to a fiscal year end of March 31 for financial
reporting purposes. Accordingly, the Partnership's quarterly periods
end June 30, September 30 and December 31. The Operating Partnerships,
for financial reporting purposes, have a calendar year. The
Partnership, as well as the Operating Partnerships, have a calendar
year for income tax purposes.
ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
INVESTMENTS IN OPERATING PARTNERSHIPS
The Partnership uses the equity method to account for its investment in
the Operating Partnerships in which it has invested (Note 5). Under the
equity method of accounting, the investment is carried at cost and
adjusted for the Partnership's share of the Operating Partnerships'
results of operations and by cash distributions received. Equity in the
loss of each Operating Partnership allocated to the Partnership is not
recognized to the extent that the investment balance would become
negative. Costs paid by the Partnership for organization of the
Operating Partnership as well as direct costs of acquiring properties,
including acquisition fees and reimbursable acquisition expenses paid
to the general partner, have been capitalized as investments in
Operating Partnerships.
INCOME TAXES
No provision has been made for income taxes in the accompanying
financial statements since such taxes and/or the recapture of the
Low-Income Housing Tax Credit benefits received, if any, are the
liability of the individual partners. The Partnership uses the accrual
method of accounting for tax purposes.
F-6
- --------------------------------------------------------------------------------
See the accompanying report letter.
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
NET LOSS PER UNIT OF LIMITED PARTNERSHIP INTEREST
Net loss per unit of limited partnership interest is calculated based
upon the weighted average number of units of limited partnership
interest (units) outstanding.
2. OPERATIONS
Century Pacific Housing Fund-I, a California limited partnership, (the
Partnership), was formed on October 6, 1986 for the purpose of raising
capital by offering and selling limited partnership interests and then
acquiring limited partnership interests in 21 limited partnerships (the
Operating Partnerships), which acquired and operate 21 multi-family
residential apartment properties (the properties). As of March 31,
2003, the Operating Partnerships still own 14 of these properties.
The general partners of the Partnership are Century Pacific Capital
Corporation, a California corporation (CPCC), and Irwin Jay Deutch, an
individual (collectively, the general partners). The general partners
and affiliates of the general partners (the general partners and
affiliates) have interests in the Partnership and receive compensation
from the Partnership and the Operating Partnerships (Note 4).
The Properties qualify for the Low-Income Housing Tax Credit
established by Section 42 of the Tax Reform Act of 1986 (the Low-Income
Housing Tax Credit) and one property qualifies for Historic
Rehabilitation Tax Credits (collectively the Tax Credits). These
properties are leveraged low-income multi-family residential complexes
and receive one or more forms of assistance from federal, state or
local government agencies (the Government Agencies).
In July 1987, the Partnership began raising capital from sales of
limited partnership interests, at $1,000 per unit, to limited partners.
The Partnership authorized the issuance of a maximum of 50,000
partnership units of which 22,315 were subscribed and issued. The
limited partnership interest offering closed in April 1988.
The Partnership has acquired limited partnership interests ranging from
97% to 99% in the Operating Partnerships, which have invested in rental
property.
F-7
- --------------------------------------------------------------------------------
See the accompanying report letter.
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
3. REALIZATION OF ASSETS
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Partnership as a going
concern. The Partnership's Operating Partnerships have not achieved the
operating results required to provide the Partnership with sufficient
cash distributions to fund the Partnership's administrative costs.
Additionally, as of March 31, 2003, the Partnership has incurred
allocated losses from all of its Operating Partnerships to the extent
of the Partnership's cash contributions. As a result of the foregoing,
the Partnership is dependent upon the general partners and affiliates
for continued financial support.
The auditors' reports on five of the Operating Partnerships' financial
statements contained an explanatory paragraph relating to a going
concern issue, all of which concerned the expiration of the Housing
Assistance Payment Contract. These Operating Partnerships have Housing
Assistance Payment Contracts with the U.S. Department of Housing and
Urban Development (HUD) that are due to expire during 2003. Management
has requested one year extensions for these Operating Partnerships;
however, as of June 20, 2003, these extensions have not been granted.
Management maintains that the general partners and affiliates, though
not required to do so, will continue to fund operations by deferring
payment to related parties of allocated overhead expenses, and by
funding any Partnership operating costs. Unpaid allocated overhead
expenses will accrue and become payable when the Operating Partnerships
generate sufficient cash distributions to the Partnership to cover such
expenses. The financial statements do no include any adjustments that
might result from the outcome of this uncertainty.
4. TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES OF THE GENERAL
PARTNERS
The general partners of the Partnership are CPCC and Irwin Jay Deutch.
The original limited partner of the Partnership is Westwood Associates,
whose partners are Irwin Jay Deutch and key employees of CPCC. Century
Pacific Placement Corporation (CPPC), an affiliate of the general
partners, served as the broker-dealer-manager for sales of the limited
partnership interests in the Partnership. Century Pacific Realty
Corporation (CPRC), an affiliate of CPCC, is a general partner in each
of the Operating Partnerships.
The general partners have an aggregate one percent interest in the
Partnership, as does the original limited partner. CPRC has a one
percent interest in each of the Operating Partnerships, except for one
Operating Partnership in which it has a one-half percent interest.
F-8
- --------------------------------------------------------------------------------
See the accompanying report letter.
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
As more fully described in Note 5, four of the properties sold out of
the Operating Partnerships in 2002 were sold through a two-step process
which involved a sale to a related partnership, and then a sale of the
partnership interests to a third party.
The general partners and affiliates receive compensation and
reimbursement of expenses from the Partnership, as set forth in the
limited partnership agreement, for their services in managing the
Partnership and its business. The general partners and affiliates also
receive compensation and reimbursement of expenses from the Operating
Partnerships. This compensation and reimbursement includes services
provided to the Partnership during its offering stage, acquisition
stage, operational stage, and termination of refinancing stage.
The general partners and affiliates earned the following fees for
services provided to the Partnership and were entitled to reimbursement
for costs incurred by the general partners and affiliates on behalf of
the Partnership and the Operating Partnerships for the years ended
March 31, 2003, 2002 and 2001 as follows:
<Table>
<Caption>
2003 2002 2001
-------- -------- --------
Fees and reimbursement from the Partnership:
Reimbursement for overhead allocated from
Century Pacific Equity Corporation
(CPEC) $ 60,000 $ 60,000 $ 60,000
-------- -------- --------
Fees and reimbursement from the Operating
Partnerships
Supervisory management fee (CPCC and
CPRC) 142,220 152,115 152,115
Partnership management fee (CPCC and
CPRC) 355,247 377,214 374,409
-------- -------- --------
497,467 529,329 526,524
-------- -------- --------
$557,467 $589,329 $586,524
======== ======== ========
</Table>
At March 31, 2003 and 2002, payable to related parties totaling
$1,144,072 and $1,080,533, respectively, consists of fees and certain
general and administrative costs accrued as a noninterest bearing
payable by the Partnership to the general partners and affiliates. Such
fees and allocated costs have been deferred until the Partnership has
sufficient cash to pay them.
Receivable from related parties of $4,934 at March 31, 2003 and 2002
represents cash advances to several of the Operating Partnerships.
At March 31, 2003 and 2002, CPRC was owed $62,455 for noninterest
bearing, demand cash advances to the Partnership.
F-9
- --------------------------------------------------------------------------------
See the accompanying report letter.
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
The general partners may advance funds to the Partnership to fund
operating deficits, but are not obligated to do so. Such advances shall
be evidenced by a promissory note of a term no more than 12 months in
length and at a rate of interest no lower than the prime rate. All such
loans shall be repaid prior to any distributions of net cash flow. At
March 31, 2003 and 2002, the Partnership had no outstanding advances
due to the general partners.
5. INVESTMENTS IN OPERATING PARTNERSHIPS
At March 31, 2003 and 2002, the Partnership owned limited partnership
interests in 21 Operating Partnerships. At March 31, 2003 and 2002, the
Operating Partnerships had investments in 14 and 21 multi-family rental
properties, respectively.
Investments in Operating Partnerships consist of the following:
<Table>
<Caption>
2003 2002
------------ ------------
Cash contributions to Operating Partnerships
to fund purchase of beneficial interests in
properties $ 15,497,467 $ 15,497,467
Cash contributions to Operating Partnerships
to fund operations 6,150 6,150
Cash distribution from Operating Partnership (6,326) (6,326)
Acquisition and organization costs 3,342,778 3,342,778
Equity in net losses of Operating Partnerships (18,840,069) (18,840,069)
------------ ------------
$ -- $ --
============ ============
</Table>
A summarized combined balance sheet as of December 31, 2002 and 2001
and statement of operations for the three years ended December 31, 2002
of the aforementioned Operating Partnerships follows:
COMBINED BALANCE SHEET
ASSETS
<Table>
<Caption>
2002 2001
------------ ------------
Cash $ 742,230 $ 610,401
Reserve for replacements 2,643,123 3,539,469
Land and buildings 34,457,232 52,563,444
Other assets 1,951,462 4,844,577
------------ ------------
$ 39,794,047 $ 61,557,891
============ ============
</Table>
LIABILITIES AND PARTNERS' DEFICIT
<Table>
Notes payable $ 93,323,247 $141,056,387
Other liabilities 5,037,073 8,124,369
Partners' deficit (58,566,273) (87,622,865)
------------ ------------
$ 39,794,047 $ 61,557,891
============ ============
</Table>
F-10
- --------------------------------------------------------------------------------
See the accompanying report letter.
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
Notes To Financial Statements (Continued)
COMBINED STATEMENT OF OPERATIONS
<Table>
<Caption>
2002 2001 2000
------------ ------------ ------------
REVENUES
Rental income $ 16,439,759 $ 16,654,299 $ 16,585,661
Cancellation of debt income 18,416,317 -- --
Other income 505,106 724,174 653,813
Net gain on sales of assets 12,366,376 -- --
------------ ------------ ------------
TOTAL REVENUES 47,727,558 17,378,473 17,239,474
------------ ------------ ------------
EXPENSES
Utilities 2,589,173 3,406,782 2,869,732
Repairs and maintenance 4,088,639 4,497,750 4,601,575
Management fees 1,754,513 1,297,349 1,313,219
Other operating expenses 6,334,058 6,077,221 5,402,602
Interest 6,488,810 7,992,056 7,625,813
Depreciation and amortization 3,656,439 4,328,143 4,346,112
------------ ------------ ------------
TOTAL EXPENSES 24,911,632 27,599,301 26,159,053
------------ ------------ ------------
NET INCOME (LOSS) $ 22,815,926 $(10,220,828) $ (8,919,579)
============ ============ ============
ALLOCATION OF INCOME (LOSS)
Century Pacific Housing Fund - I $ 22,359,607 $(10,016,411) $ (8,741,187)
General partners and other limited partners 456,319 (204,417) (178,392)
------------ ------------ ------------
$ 22,815,926 $(10,220,828) $ (8,919,579)
============ ============ ============
</Table>
F-11
- --------------------------------------------------------------------------------
See the accompanying report letter.
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
Notes To Financial Statements (Continued)
In 2002, the Operating Partnerships sold the following seven properties:
<Table>
<Caption>
CANCELLATION
DATE SELLING BASIS OF OF DEBT
OPERATING PARTNERSHIP PROJECT NAME LOCATION SOLD PRICE ASSET SOLD GAIN INCOME
- --------------------- ------------------- -------------- --------- ------------ ------------ ------------ ------------
Century Pacific Housing
Partnership III Highland Park Topeka, KS 5/31/2002 $ 2,789 246 $ 1,809,898 $ 979,348 $ 8,384,681
Century Pacific Housing
Partnership IV Forest Glen Estates Kansas City, KS 6/28/2002 3,357,924 2,748,071 609,853 3,623,096
Century Pacific Housing
Partnership VI Green Meadows Danville, IL 9/12/2002 1,695,397 727,967 967,430 374,049
Century Pacific Housing
Partnership XV Castle Gardens Lubbock, TX 12/16/2002 3,158,401 1,652,038 1,506,363 1,550,087
Century Pacific Housing
Partnership XI Continental Terrace Fort Worth, TX 12/16/2002 3,794,136 3,000,975 793,161 2,960 814
Century Pacific Housing
Partnership XIV Kings Row Houston, TX 12/16/2002 5,288,658 1,596,609 3,692,049 --
Century Pacific Housing
Partnership XII Yale Village Houston, TX 12/16/2002 6,463,274 2,645,102 3,818,172 1,523,590
------------ ------------ ------------ ------------
$ 26,547,036 $ 14,180,660 $ 12,366,376 $ 18,416,317
============ ============ ============ ============
</Table>
These properties were sold at their fair market values, which in each case was
less than the existing debt on those properties. The sales transaction involving
the last four properties involved a two-step process whereby the properties were
sold to a new related partnership, following by a sale of 100% of the
partnership interests in the new partnership to the buyer. The sale of the
partnership interests occurred subsequent to March 31, 2003. This process was
used in order to accommodate the buyer's need to comply with rules associated
with its receipt of a new allocation of tax credits to preserve these low-income
properties. The sales prices of these properties were established based upon an
independent market valuation performed by the accounting firm of Novogradac &
Company.
F-12
- --------------------------------------------------------------------------------
See the accompanying report letter.
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
Notes To Financial Statements (Continued)
6. COMMITMENTS AND CONTINGENCIES
The rents of the Operating Partnerships, all of which receive rental
subsidy payments, including payments under Section 8 of Title II of the
Housing and Community Development Act of 1974 ("Section 8") are subject
to specific laws, regulations, and agreements with federal and state
agencies. The subsidy agreements expire at various times during and
after the 15-year compliance period of the Operating Partnerships. The
United States Department of Housing and Urban Development ("HUD") has
issued a notice implementing provisions to renew Section 8 contracts
expiring during HUD's fiscal year 2003, where requested by an owner,
for an additional one-year term at current rent levels. As of June 20,
2003, six of the Operating Partnerships' Section 8 contracts are due to
expire during 2003. The Operating Partnerships have not yet received
HUD's approval of their extension requests. At the present time, the
Partnership cannot reasonably predict legislative initiatives and
governmental budget negotiations, the outcome of which could result in
a reduction in funds available for the various federal and state
administered housing programs including the Section 8 program. Such
changes could adversely affect the future net operating income and debt
structure of any or all Operating Partnerships receiving such subsidy
or similar subsidies.
7. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair
value of each class of financial instruments:
CASH
The carrying amount approximates fair value because of the short
maturity of those instruments.
RELATED PARTY RECEIVABLES
The carrying amount approximates fair value because of the short-term
nature of the receivables.
ADVANCE FROM AFFILIATE
The carrying amount approximates fair value because of the short-term
nature of the advance.
PAYABLE TO RELATED PARTIES
The carrying amount approximates fair value because the terms of the
payable are similar to currently available terms and conditions for
similar instruments.
F-13
- --------------------------------------------------------------------------------
See the accompanying report letter.
Schedule III
Page 1 Of 2
CENTURY PACIFIC HOUSING FUND-I
REAL ESTATE AND ACCUMULATED DEPRECIATION OF OPERATING
PARTNERSHIPS IN WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 2002
<Table>
<Caption>
INITIAL COST TO COST CAPITALIZED (DISPOSED OF)
OPERATING PARTNERSHIP SUBSEQUENT TO ACQUISITION
--------------------------------- ------------------------------
BUILDINGS AND BUILDINGS AND
DESCRIPTION(1) ENCUMBRANCES(2) LAND IMPROVEMENTS LAND IMPROVEMENTS
- -------------- --------------- ---------- ------------------- ------------- --------------
Century Pacific Housing
Partnership I (CPHP-I) -
Charter House
Dothan, Alabama $ 2,492,684 $ 179,578 $ 1,918,124 $ -- $ 190,112
CPHP-II VOA/Sunset Park, Ltd. -
Sunset Park
Denver, Colorado 10,598,062 803,595 5,696,405 7,305 1,308,985
CPHP-III - Highland Park
Topeka, Kansas -- 434,475 6,465,525 (434,475) (6,465,525)
CPHP-IV Forest Glen Estates
Kansas City, Missouri -- 427,519 4,469,134 (427,519) (4,469,134)
CPHP-VI - Edgewood
Danville, Illinois -- 223,418 3,316,582 (223,418) (3,316,582)
CPHP-VII - Gulfway Terrace
New Orleans, Louisiana 6,496,588 270,343 5,429,657 237 405,274
CPHP-IX - Wind Ridge
Wichita, Kansas 3,982,209 169,514 3,330,486 828 841,941
CPHP-X Bergen Circle
Springfield, Massachusetts 17,862,752 901,206 11,359,794 -- 1,571,269
CPHP-V - Jaycee Towers
Dayton, Ohio 9,151,955 599,719 5,096,481 -- 483,568
CPHP-VIII - Sunset Townhouses
Newton, Kansas 1,579,919 50,259 1,174,741 138 148,101
------------ ---------- ------------ ------------ ------------
Balance Carried
Forward $ 52,164,169 4,059,626 48,256,929 (1,076,904) (9,301,991)
------------ ---------- ------------ ------------ ------------
<Caption>
LIFE UPON
WHICH
GROSS AMOUNT AT WHICH ACCUMULATED DEPRECIATION
CARRIED AT CLOSE OF YEAR DEPRECIATION IN LATEST
----------------------------------------- ------------- INCOME
BUILDINGS AND BUILDINGS AND DATE OF DATE STATEMENT IS
DESCRIPTION(1) LAND IMPROVEMENTS TOTAL IMPROVEMENTS CONSTRUCTION ACQUIRED COMPUTED
- -------------- ------------ ------------- ------------ ------------- ------------ -------- -------------
Century Pacific Housing
Partnership I (CPHP-I) -
Charter House
Dothan, Alabama $ 179,578 $ 2,108,236 $ 2,287,814 $ 1,176,817 1972 Dec-87 27.5 years
CPHP-II VOA/Sunset Park, Ltd. -
Sunset Park
Denver, Colorado 810,900 7,005,390 7,816,290 3,744,415 1971 Dec-87 10 - 50 years
CPHP-III - Highland Park
Topeka, Kansas -- -- -- -- 1967 Dec-87 10 - 40 years
CPHP-IV Forest Glen Estates
Kansas City, Missouri -- -- -- -- 1971 Dec-87 40 years
CPHP-VI - Edgewood
Danville, Illinois -- -- -- -- 1970 Dec-87 27.5 years
CPHP-VII - Gulfway Terrace
New Orleans, Louisiana 270,580 5,834,931 6,105,511 3,517,252 1970 Dec-87 10 - 40 years
CPHP-IX - Wind Ridge
Wichita, Kansas 170,342 4,172,427 4,342,769 2,488,456 1969 Dec-87 10 - 40 years
CPHP-X Bergen Circle
Springfield, Massachusetts 901,206 12,931,063 13,832,269 7,216,352 1976 Dec-87 10 - 40 years
CPHP-V - Jaycee Towers
Dayton, Ohio 599,719 5,580,049 6,179,768 2,894,307 1970 Dec-88 27.5 years
CPHP-VIII - Sunset Townhouses
Newton, Kansas 50,397 1,322,842 1,373,239 836,339 1971 Aug-88 10 - 40 years
----------- ------------ ------------ ------------ ---- ------ -------------
Balance Carried
Forward 2,982,722 38,954,938 41,937,660 21,873,938
----------- ------------ ------------ ------------
</Table>
F-14
- --------------------------------------------------------------------------------
See notes to schedule.
<Table>
<Caption>
INITIAL COST TO COST CAPITALIZED (DISPOSED OF)
OPERATING PARTNERSHIP SUBSEQUENT TO ACQUISITION
---------------------------- ------------------------------
BUILDINGS AND BUILDINGS AND
DESCRIPTION(1) ENCUMBRANCES(2) LAND IMPROVEMENTS LAND IMPROVEMENTS
- -------------- --------------- ------------ ------------- ------------- --------------
BALANCE CARRIED FORWARD $ 52,664,169 $ 4,059,626 $ 48,256,929 $ (1,076,904) $ (9,301,991)
CPHP-XI Continental Terrace
Fort Worth, Texas -- 231,946 4,368,054 (231,946) (4,368,054)
CPHP-XII - Yale Village
Houston, Texas -- 299,925 4,950,075 (299,925) (4,950,075)
CPHP-XIII - Atlantis
Virginia Beach, Virginia 9,783,032 520,607 5,382,387 2,861 1,057,236
CPHP-XIV - Kings Row
Houston, Texas -- 193,458 3,586,542 (193,458) (3,586,542)
CPHP-XV - Castle Gardens
Lubbock, Texas -- 161,989 3,106,011 (161,989) (3,106,011)
CPHP-XVI - Rockwell Villa
Oklahoma City, Oklahoma 1,708,501 75,255 1,160,145 1,168 280,455
CPHP-XVII - London Square Village
Oklahoma City, Oklahoma 5,092,966 203,978 4,009,000 -- 762,695
CPHP-XVIII - Ascension Towers
Memphis, Tennessee 10,697,663 176,341 6,551,159 -- 937,800
Coleman Manor Associates Limited
Partnership - Coleman Manor
Baltimore, Maryland 2,142,803 61,281 3,384,621 -- 184,710
CPHP-XX - Holiday Heights
Fort Worth, Texas 3,548,888 202,445 1,942,864 43,132 158,237
CPHP-XXII - Harriet Tubman
Terrace - Berkeley,
California 7,685,225 361,275 3,807,339 5,097 485,198
------------ ------------ ------------ ------------ ------------
$ 93,323,247 $ 6,548,126 $ 90,505,126 $ (1,911,964) $(21,446,342)
============ ============ ============ ============ ============
<Caption>
LIFE UPON
WHICH
GROSS AMOUNT AT WHICH ACCUMULATED DEPRECIATION
CARRIED AT CLOSE OF YEAR DEPRECIATION IN LATEST
----------------------------------------- ------------- INCOME
BUILDINGS AND BUILDINGS AND DATE OF DATE STATEMENT IS
DESCRIPTION(1) LAND IMPROVEMENTS TOTAL IMPROVEMENTS CONSTRUCTION ACQUIRED COMPUTED
- -------------- ------------ ------------- ------------ ------------- ------------ -------- -------------
BALANCE CARRIED FORWARD $ 2,982,722 $ 38,954,938 $ 41,937,660 $ 21,873,938
CPHP-XI Continental Terrace
Fort Worth, Texas -- -- -- -- 1971 Oct-88 20 - 40 years
CPHP-XII - Yale Village
Houston, Texas -- -- -- -- 1970 Aug-88 20 - 40 years
CPHP-XIII - Atlantis
Virginia Beach, Virginia 523,468 6,439,623 6,963,091 3,948,751 1970 Jul-88 20 - 40 years
CPHP-XIV - Kings Row
Houston, Texas -- -- -- -- 1968 Aug-88 20 - 40 years
CPHP-XV - Castle Gardens
Lubbock, Texas -- -- -- -- 1971 Jul-85 15 - 40 years
CPHP-XVI - Rockwell Villa
Oklahoma City, Oklahoma 76,423 1,440,600 1,517,023 780,298 1970 Jul-88 27.5 years
CPHP-XVII - London Square Village
Oklahoma City, Oklahoma 203,978 4,771,695 4,975,673 3,071,989 1975 Aug-88 27.5 years
CPHP-XVIII - Ascension Towers
Memphis, Tennessee 176,341 7,488,959 7,665,300 4,043,727 1979 Aug-88 27.5 years
Coleman Manor Associates Limited
Partnership - Coleman Manor
Baltimore, Maryland 61,281 3,569,331 3,630,612 1,870,349 1903 Aug-88 27.5 years
CPHP-XX - Holiday Heights
Fort Worth, Texas 245,577 2,101,101 2,346,678 1,338,107 1972 Oct-88 32 years
CPHP-XXII - Harriet Tubman
Terrace - Berkeley,
California 366,372 4,292,537 4,658,909 2,310,555 1975 Aug-88 27.5 years
------------ ------------ ------------ ------------ ----- ------- -------------
$ 4,636,162 $ 69,058,784 $ 73,694,946 $ 39,237,714
============ ============ ============ ============
</Table>
F-15
- --------------------------------------------------------------------------------
See notes to schedule.
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
DEPRECIATION OF OPERATING PARTNERSHIPS IN WHICH
CPHF-I HAS LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 2002
NOTE 1 - DESCRIPTION OF PROPERTIES
The Properties held by the Operating Partnerships in which the Partnership has
invested are housing projects, primarily for families and elderly or handicapped
individuals of low and moderate income.
NOTE 2 - SCHEDULE OF ENCUMBRANCES
<Table>
<Caption>
Operating Partnership Mortgage Residual Purchase Other
Name and Property Name Notes Note Note Notes Total
- ---------------------- ------------ ------------ ------------ ------------ ------------
CPHP-I Charter House $ 721,685 $ 1,770,999 $ -- $ -- $ 2,492,684
CPHP-II VOA/Sunset Park,
Ltd. Sunset Park 2,055,704 8,196,607 -- 345,751 10,598,062
CPHP-III Highland Park -- -- -- -- --
CPHP-IV Forest Glen
Estates -- -- -- -- --
CPHP-V Jaycee Towers 1,944,679 6,942,573 -- 264,703 9,151,955
CPHP-VI Edgewood -- -- -- -- --
CPHP-VII Gulfway Terrace 2,245,141 4,463,642 -- 287,805 6,996,588
CPHP-VIII
Sunset Townhouses 481,884 1,077,927 -- 20,108 1,579,919
CPHP-IX Wind Ridge 3,012,512 905,532 -- 64,165 3,982,209
CPHP-X Bergen Circle 5,225,192 11,776,818 -- 860,742 17,862,752
CPHP-XI Continental Terrace -- -- -- -- --
CPHP-XII Yale Village -- -- -- -- --
CPHP-XIII Atlantis 1,670,172 8,060,338 -- 52,522 9,783,032
CPHP-XIV Kings Row -- -- -- -- --
CPHP-XV Castle Gardens -- -- -- -- --
CPHP-XVI Rockwell Villa 400,433 1,245,430 -- 62,638 1,708,501
CPHP-XVII London Square
Village 1,706,241 3,094,896 -- 291,829 5,092,966
CPHP-XVIII Ascension Towers 2,637,852 7,553,606 -- 506,205 10,697,663
Coleman Manor Associates
Limited Partnership
Coleman Manor 2,102,803 -- -- 40,000 2,142,803
CPHP-XX Holiday Heights 729,505 2,819,383 -- -- 3,548,888
CPHP-XXII Harriet Tubman
Terrace 1,186,721 6,277,004 221,500 -- 7,685,225
------------ ------------ ------------ ------------ ------------
$ 26,120,524 $ 64,184,755 $ 221,500 $ 2,796,468 $ 93,323,247
============ ============ ============ ============ ============
</Table>
- --------------------------------------------------------------------------------
See notes to schedule. F-16
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
NOTES TO SCHEDULE III - REAL ESTATE AND
ACCUMULATED DEPRECIATION OF OPERATING PARTNERSHIPS IN
WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 2002
NOTE 3 - RECONCILIATION OF REAL ESTATE AND ACCUMULATED DEPRECIATION
<Table>
<Caption>
ACCUMULATED
COST DEPRECIATION
-------------- --------------
Balance at December 31, 1999 $ 108,915,961 $ 49,049,371
Additions during year:
Improvements 580,382 --
Depreciation -- 4,290,578
-------------- --------------
Balance at December 31, 2000 109,496,343 53,339,949
Additions during year:
Improvements 674,897 --
Depreciation -- 4,267,847
-------------- --------------
Balance at December 31, 2001 110,171,240 57,607,796
Additions during year:
Improvements 439,129 --
Depreciation -- 2,696,180
Deductions during year:
Cost of real estate sold (36,915,423) --
Accumulated depreciation of real estate sold -- (21,066,262)
-------------- --------------
$ 73,694,946 $ 39,237,714
============== ==============
</Table>
F-17
Schedule IV
Page 1 of 4
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
MORTGAGE LOANS ON REAL ESTATE OF OPERATING
PARTNERSHIPS IN WHICH CPHF-I HAS
LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 2002
<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 $ 721,685
CPHP-II
VOA/Sunset Park, Ltd.
Sunset Park November
Denver, Colorado 7% 2014 8,825 4,859,300 2,055,704
CPHP-III
Highland Park December
Topeka, Kansas 3% 2008 10,835 2,914,500 --
CPHP-IV
Forest Glen Estates
Kansas City, Kansas 7.5% April 2013 6,703 2,787,000 --
CPHP-VI 3% plus
Edgewood treasury January
Danville, Illinois bill rate 2013 18,928 2,360,000 --
CPHP-VII
Gulfway Terrace
New Orleans, Louisiana 7% June 2015 8,320 3,616,200 2,245,141
CPHP-IX
Wind Ridge
Wichita, Kansas 8.625% July 2010 23,800 3,060,000 3,012,512
CPHP-X
Bergen Circle
Springfield, Massachusetts 6.92% March 2018 4,818 7,381,100 5,225,192
CPHP-V
Jaycee Towers September
Dayton, Ohio 8.5% 2012 7,701 3,361,200 1,944,679
CPHP-VIII
Sunset Townhouses September
Newton, Kansas 8.5% 2012 1,864 828,300 481,884
------------ ------------ ------------ ------------ ------------
Balance Brought Forward 100,032 32,493,300 15,686,797
------------ ------------ ------------
</Table>
- --------------------------------------------------------------------------------
See notes to schedule. F-18
Schedule IV
Page 2 Of 4
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
MORTGAGE LOANS ON REAL ESTATE OF OPERATING
PARTNERSHIPS IN WHICH CPHF-I HAS
LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 2002
<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 $ 15,686,797
CPHP-XI
Continental Terrace
Fort Worth, Texas 7% March 2013 8,636 3,002,600 --
CPHP-XII
Yale Village December
Houston, Texas 8.5% 2011 9,655 3,363,300 --
CPHP-XIII
Atlantis
Virginia Beach, Virginia 8.5% March 2012 7,336 2,946,500 1,670,172
CPHP-XIV
Kings Row
Houston, Texas 7% June 2015 22,595 4,000,000 --
CPHP-XV
Castle Gardens
Lubbock, Texas 8.5% June 2015 4,808 1,949,900 --
CPHP-XVI
Rockwell Villa September
Oklahoma City, Oklahoma 7% 2013 1,968 812,700 400,433
CPHP-XVII
London Square Village
Oklahoma City, Oklahoma 7.5% June 2012 8,020 3,153,900 1,706,241
CPHP-XVIII
Ascension Towers
Memphis, Tennessee 7% May 2015 9,671 4,290,000 2,637,852
Coleman Manor Associates
Limited Partnership
Coleman Manor
Baltimore, Maryland 10% July 2029 12,545 2,365,000 2,102,803
CPHP-XX
Holiday Heights
Fort Worth, Texas 7% April 2014 3,272 1,252,700 729,505
CPHP-XXII
Harriet Tubman Terrace
Berkeley, California 7% October 2015 4,233 1,882,700 1,186,721
------------ ------------ ------------
$ 192,771 $ 61,512,600 $ 26,120,524
============ ============ ============
</Table>
- --------------------------------------------------------------------------------
See notes to schedule. F-19
Schedule IV
Page 3 Of 4
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
MORTGAGE LOANS ON REAL ESTATE OF OPERATING
PARTNERSHIPS IN WHICH CPHF-I HAS
LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 2002
<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 $ 1,770,999
CPHP-II
VOA/Sunset Park, Ltd. December
Denver, Colorado (1) 2002 (1) 2,462,936 8,196,607
CPHP-III
Highland Park December
Topeka, Kansas (1) 2002 (1) 3,936,695 --
CPHP-IV
Forest Glen Estates December
Kansas City, Kansas (1) 2002 (1) 1,733,923 --
CPHP-VI
Edgewood December
Danville, Illinois (1) 2002 (1) 415,192 --
CPHP-VII
Gulfway Terrace December
New Orleans, Louisiana (1) 2002 (1) 1,255,000 4,463,642
CPHP-IX
Wind Ridge December
Wichita, Kansas (1) 2003 (1) 1,053,084 905,532
CPHP-X
Bergen Circle
Springfield, Massachusetts (1) July 2013 (1) 3,547,072 11,776,818
CPHP-V
Jaycee Towers
Dayton, Ohio (1) October 2005 (1) 2,245,673 6,942,573
CPHP-VIII
Sunset Townhouses
Newton, Kansas (1) August 2003 (1) 341,229 1,077,927
------------ ------------
BALANCE BROUGHT FORWARD 17,772,385 35,134,098
------------ ------------
</Table>
- --------------------------------------------------------------------------------
See notes to schedule. F-20
Schedule IV
Page 4 Of 4
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
MORTGAGE LOANS ON REAL ESTATE OF OPERATING
PARTNERSHIPS IN WHICH CPHF-I HAS
LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 2002
<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 $ 35,134,098
CPHP-XI
Continental Terrace
Fort Worth, Texas (1) October 2003 (1) 1,595,364 --
CPHP-XII
Yale Village
Houston, Texas (1) August 2003 (1) 1,255,000 --
CPHP-XIII
Atlantis
Virginia Beach, Virginia (1) July 2003 (1) 2,552,584 8,060,338
CPHP-XIV
Kings Row
Houston, Texas (1) August 2003 (1) 1,537,518 --
CPHP-XV
Castle Gardens
Lubbock, Texas (1) July 2003 (1) 1,160,247 --
CPHP-XVI
Rockwell Villa
Oklahoma City, Oklahoma (1) July 2003 (1) 398,629 1,245,430
CPHP-XVII
London Square Village
Oklahoma City, Oklahoma (1) July 2003 (1) 979,071 3,094,896
CPHP-XVIII
Ascension Towers
Memphis, Tennessee (1) August 2003 (1) 2,404,667 7,553,606
CPHP-XX
Holiday Heights
Fort Worth, Texas (1) October 2004 (1) 909,472 2,819,383
CPHP-XXII
Harriet Tubman Terrace December
Berkeley, California (1) 2003 (1) 2,036,000 6,277,004
------------ ------------
$ 32,600,937 $ 64,184,755
============ ============
</Table>
- --------------------------------------------------------------------------------
See notes to schedule. F-21
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
NOTES TO SCHEDULE IV - MORTGAGE LOANS ON REAL
ESTATE OF OPERATING PARTNERSHIPS IN WHICH
CPHF-I HAS LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 2002
NOTE 1 - DESCRIPTION
Each Operating Partnership has invested in a Property. The Operating
Partnerships assumed mortgage loan obligations from the sellers of the
properties, and with the exception of two mortgages, all mortgage loan
obligations are insured by the United States Department of Housing and Urban
Development. All mortgages are secured by the land and buildings of the
properties.
In addition, the Operating Partnerships issued residual notes to the sellers of
the properties as partial consideration. The notes bear interest at the minimum
long-term federal rate as announced from time-to-time pursuant to Section 1274
of the Internal Revenue Code, provided that such rate shall not be less than 7%
nor greater than 15%. The notes are secured by the land and buildings of the
properties. The notes are repayable out of future cash available for
distribution and unpaid principal and interest are due at maturity.
NOTE 2 - RECONCILIATION OF MORTGAGES AND RESIDUAL NOTES
<Table>
<Caption>
MORTGAGE RESIDUAL
LOANS NOTES
------------ ------------
Balance at December 31, 1999 $ 38,994,066 $ 84,264,754
Additions during year:
Accrued interest -- 7,119,427
New mortgage loan 3,060,000 --
Deductions during year:
Payments (2,806,929) (2,044,850)
------------ ------------
Balance at December 31, 2000 39,247,137 89,339,331
Additions during year:
Accrued interest -- 7,417,773
New mortgage loan 4,000,000 --
Deductions during year:
Payments (2,814,149) (2,633,149)
------------ ------------
Balance at December 31, 2001 40,432,988 94,123,955
Additions during year:
Accrued interest -- 6,839,025
Deductions during year:
Forgiveness of note -- (18,416,317)
Note assumed in sale (8,670,437) (10,350,167)
Payments (5,642,047) (8,011,741)
------------ ------------
$ 26,120,524 $ 64,184,755
============ ============
</Table>
- --------------------------------------------------------------------------------
F-22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CENTURY PACIFIC HOUSING FUND - I
Date: 8/15/03 /s/ IRWIN JAY DEUTCH
----------------- -------------------------------------------------
By: Irwin Jay Deutch, as Managing General Partner
and
Century Pacific Capital I Corporation, as
Corporate General Partner and as Attorney-in-Fact
for all Investor Limited Partners
Date: 8/15/03 /s/ IRWIN JAY DEUTCH
----------------- -------------------------------------------------
By: Irwin Jay Deutch, President
19
EXHIBITS
Exhibit
Number Description
- ------ -----------
31.1 Certification Pursuant to 15 U.S.C. Section 7241, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2 Certification Pursuant to 15 U.S.C. Section 7241, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
* Filed herewith