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), 8 of which are still owned at March 31, 2006. Each of the properties qualifies for the Low-Income Housing Tax Credit, and one property, a historic structure, qualifies for the Rehabilitation Tax Credit. All of these properties receive one or more forms of assistance from federal, state or local governments. A summary of the Partnership’s objectives and a summary of the Tax Credits are provided in the Prospectus under “Investment Objectives and Policies” and “Federal Income Tax Aspects” on pages 45 and 79, respectively, and are incorporated herein by reference.
In order to stimulate private investment in low and moderate income housing of the types in which the Partnership has invested, the federal government has provided investors with significant ownership incentives intended to reduce the risks and provide investors/owners with certain tax benefits, limited cash distributions and the possibility of long-term capital gains. The ownership incentives include interest subsidies, rent subsidies, mortgage insurance and other measures. However, significant risks remain inherent in this type of housing. Long-term investments in real estate limit the ability of the Partnership to vary its portfolio in response to changing economic, financial and investment conditions, and such investments are subject to changes in economic circumstances and housing patterns, rising operating costs and vacancies, rent controls and collection difficulties, costs and availability of energy, as well as other factors which normally affect real estate values. In addition, these properties usually are rent restricted and are subject to government agency programs which may or may not require prior consent to transfer ownership.
The Partnership acquired the properties by investing as the limited partner in Operating Partnerships which own the properties. As a limited partner, the Partnership’s liability for obligations of the Operating Partnerships is limited to its investment. The Partnership made capital contributions to the Operating Partnerships in amounts sufficient to pay the Operating Partnerships’ expenses and to reimburse the general partners for their costs incurred in forming the Operating Partnerships, if any, and acquiring the properties. For each acquisition, this typically included a cash down payment (in one or more installments), acceptance of the property’s mortgage indebtedness, and execution of a Purchase Money Note in favor of the seller of the property. For a summary of the acquisition financing activities for each property, see the financial information contained under Item 2.
ITEM 2. PROPERTIES
As of March 31, 2006, 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.
(1)
This amount represents the development cost and not the purchase price.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
As of the date of this report, there were no pending legal proceedings against the Partnership or any Operating Partnership in which it has invested.
ITEM 4.
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, 2006.
PART II
ITEM 5.
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 March 7, 2007 was approximately 2,092, holding 22,315 units. As of March 7, 2007 there were no cash distributions.
ITEM 6.
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, 2006, and as of March 31, 2006 and 2005, 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, 2004, 2003 and 2002 and for the years ended March 31, 2003 and 2002 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.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Partnership raised $8,517,000 in equity capital during calendar year 1987 and raised an additional $13,798,000 through April 15, 1988. In late December 1987, the Partnership invested in eight Operating Partnerships, which own eight multi-family properties located in various states representing $45,507,000 of property value. During 1988, the Partnership invested in an additional 13 properties located in eight states representing $52,953,900 of property value.
As of March 31, 2006, the Partnership’s portfolio consists of 8 properties. The properties are located in 8 states and contain 1,194 residential units. One property with 197 units located in Memphis, Tennessee was sold at foreclosure sale in June 2006. One property located in Baltimore, Maryland with 50 units was sold in December 2006. One property with 206 units located in New Orleans, Louisiana remains vacant after sustaining damage from Hurricane Katrina in August 2005. Insurance proceeds have been received and the property is being rebuilt. The average occupancy level for all properties at December 31, 2005 was approximately 82% and most properties generated sufficient revenue to cover operating costs, debt service, and the funding of reserves. For a summary of the combined financial status of the Operating Partnerships and the properties, see the financial information contained under Item 15.
The government restricts rental rate increases. A substantial amount of the revenue generated by these properties comes from rental subsidy payments made by federal or state housing agencies. These features, which are characteristic of all low-income housing properties, limit the pool of potential buyers for these real estate assets. As a limited partner of the Operating Partnership, the Partnership does not control property disposition decisions. At the present time, management is aware of intentions of the general partners to sell the investment properties in the near future.
The Partnership is currently experiencing a liquidity problem. Under the
Partnership Agreement, the Partnership is entitled to receive distributions of surplus cash from the Operating Partnerships which is to provide the funds necessary for the Partnership to meet its operating costs. To date, the Operating Partnerships have not provided sufficient cash distributions to enable the Partnership to meet its current obligations. The Partnership has also incurred allocated losses from all of its Operating Partnerships to the extent of the Partnership’s cash contributions and has a negative working capital. As a result of the foregoing, the Partnership has been dependent upon its general partners and affiliates for continued financial support to meet its operating costs. Management maintains that the general partners and/or affiliates, though not required to do so, will continue to fund operations of the Partnership by continuing to fund operating costs and by deferring payment of allocated overhead expenses and repayment of operating cash advances. Allocated administrative expenses paid or accrued to affiliates and the General Partners represent reimbursement of the actual cost of goods and materials used for or by the Partnership, salaries, related payroll costs and other administrative items incurred or allocated, and direct expenses incurred in rendering legal, accounting/bookkeeping, computer, printing and public relations services. Items excluded from the overhead allocation include overhead expenses of the General Partners, including rent and salaries of employees not specifically performing the services described above.
Unpaid allocated administrative expenses and partnership management fees, an annual amount up to .5% of invested assets, will accrue for payment in future operating years.
Management believes the possibility exists that one or several Operating Partnerships may require additional capital, in addition to that previously contributed by the Partnership, to sustain operations. In such case, the source of the required capital needs may be from (i) limited reserves from the Partnership (which may include distributions received from the Operating Partnerships that would otherwise be available for distribution to partners), (ii) debt financing at the Operating Partnership level (which may not be available), or (iii) additional equity contributions from the general partner of the Operating Partnerships (which may not be available). There can be no assurance that any of these sources would be readily available to provide for possible additional capital requirements which may be necessary to sustain the operations of the Operating Partnerships. However, the Partnership is under no obligation to fund operating deficits of the Operating Partnerships in the form of additional contributions or loans.
Due to the uncertainty of the continuation of the Section 8 program, management has been forced to consider several options to prepare for the possible lack of subsidy income to the Operating Partnerships. The loss of subsidy income to the Operating Partnerships will make it more difficult for the Operating Partnerships to provide sufficient cash distributions to the Partnership. Management has identified the courses of action they will take as a result of the potential changes to the Section 8 program.
The plan that the Operating Partnerships follow will depend on the federal government’s decision to implement the decentralization or elimination of HUD. HUD’s proposed Mark-to-Market approach would create an atmosphere where the Projects would have to compete for residents in the conventional market. The following alternatives are listed as plans of action that management plans to pursue in response to 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 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, 2006 are summarized in the following table:
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
2006 Compared to 2005
For the fiscal year ended March 31, 2006, the Partnership recorded a $64,934 net loss compared to a $60,000 loss in 2005. Overhead expenses remained constant.
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, 2006.
Combined rental revenue of the Operating Partnerships decreased during the current year, due primarily to the sale of one property in Berkeley, California in 2005. Additionally, vacancies were created at a property located in New Orleans, Louisiana which suffered damage as a result of Hurricane Katrina. Insurance proceeds have been received and the property is being rebuilt. The combined total expenses of the Operating Partnerships decreased in the current year due primarily to the sale of the property during 2005.
The majority of the properties owned by the Operating Partnerships are in a position of functional obsolescence and need substantial rehabilitation. The Operating Partnerships do not have the funds to address the growing deferred maintenance. Infusion of capital is necessary to keep the projects viable and maintain them as decent, safe and quality housing. Refinancing is not an option due to the indebtedness on the properties surpassing their fair market value.
As a result of the above, in 2005, one Operating Partnership sold the following property:
2005 Compared to 2004
For the fiscal year ended March 31, 2005, the Partnership recorded a $60,000 net loss, consistent with the prior fiscal year. Overhead expenses remained constant.
In accordance with the equity method of accounting for limited partnership interests, the Partnership does not recognize losses from investment properties when losses exceed the Partnership’s equity method basis in these properties. All of the Partnership’s investments have an equity method basis of zero at March 31, 2005.
Combined rental revenue of the Operating Partnerships decreased by approximately $736,000 during the calendar year, due primarily to the sales of four properties during the year. Of the nine remaining properties, combined rental revenues increased approximately 2.2% from 2003 to 2004. The average occupancy level, in total, remained relatively constant in the Operating Partnerships. The combined total expenses of the Operating Partnerships decreased by approximately $1,029,000 in the current year again due primarily to the sales of four properties during 2004. However, expenses of the nine remaining properties increased approximately 5.5% due primarily to increases in interest expense, utilities, and repairs and maintenance.
The majority of the properties owned by the Operating Partnerships are in a position of functional obsolescence and need substantial rehabilitation. The Operating Partnerships do not have the funds to address the growing deferred maintenance. Infusion of capital is necessary to keep the projects viable and maintain them as decent, safe and quality housing. Refinancing is not an option due to the indebtedness on the properties surpassing their fair market value.
As a result of the above, in 2004, the Operating Partnerships sold the following properties:
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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements together with the report of the independent registered public accounting firm thereon are incorporated by reference from the Registrants Financial Statements on the pages indicated in ITEM 15.
ITEM 9.
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9a.
ITEM 9a. CONTROLS AND PROCEDURES
As of the end of the period reported in this report, an evaluation was carried out, under the supervision of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, pursuant to Rule 13a-15 of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, in all material respects, with respect to the recording, processing, summarizing and reporting of information required to be disclosed by us in the reports that we file or submit under the Exchange Act.
There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation described above.
ITEM 9b.
ITEM 9b. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership has no officers or directors. Management of the Partnership is vested in Irwin Jay Deutch and Century Pacific Capital Corporation (CPCC) (the general partners). The general partners will involve themselves in the day-to-day affairs of the Partnership as required to protect the limited partners’ investment and advance the Partnership’s tax investment objectives.
Mr. Deutch, the managing general partner, has the overall responsibility for the preparation and transmittal of periodic reports to the limited partners, preparation and filing of the Partnership’s tax returns with the IRS and the appropriate state tax authorities, and the preparation and filing of reports to HUD and other government agencies.
Following is biographical information on Mr. Deutch and the Executive Officer of CPCC:
IRWIN JAY DEUTCH
Irwin Jay Deutch, age 65, 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 has been the individual general partner in 83 private limited partnerships and two public limited partnerships investing in 236 properties, mostly affordable housing, consisting of 223 multi-family properties with 33,700 apartment units, 10 commercial projects, and 3 hotel properties. 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 was also a senior partner in a Michigan law firm specializing in real estate and tax law and in the early 1980’s served as counsel to the Los Angeles law firm of Manatt, Phelps, & Phillips. 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. From 1969 through 1975, Mr. Deutch was an adjunct Professor of Law, Federal Estate and Gift Tax Law at Wayne State University Law School. He is a member of the State Bars of Michigan and California, as well as the American, Federal, Los Angeles, and Beverly Hills Bar Associations.
KEY OFFICERS OF CPCC AND AFFILIATES
JAMES V. BLEILER
Mr. Bleiler is chief financial officer of Century Pacific Realty Corporation. He previously was a Senior Auditor for Arthur Anderson & Company, Controller for Atlantic Aviation Corporation and Assistant Controller for Provident National Bank. He has over 38 years of diversified experience in real estate accounting and commercial banking. Mr. Bleiler holds a Bachelor of Science degree in Accounting from Widener University, and is a Certified Public Accountant.
ITEM 11.
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, 2006, 2005, and 2004, CPCC, a general partner of the Partnership, and CPRC, a general partner of the Operating Partnerships, earned $73,725, $199,607, and $229,170, respectively, in compensation from the Operating Partnerships and $60,000 was accrued for each fiscal year for the reimbursement for overhead allocation from Century Pacific Equity Corporation (CPEC). During the fiscal year 2006, the general partners received no payments from the Operating Partnerships.
ITEM 12.
ITEM 12. PARTNERSHIP INTEREST OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Irwin J. Deutch, the managing general partner, holds a one-half percent general partnership interest. Century Pacific Capital Corporation, general partner, holds a .005% partnership interest. Westwood Associates, an affiliate, holds a one percent limited partnership interest. The remaining limited investors own shares with the largest individual percentage of ownership at 8.41%.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Irwin J. Deutch is the managing general partner of the Partnership, and CPCC is also a general partner. Irwin J. Deutch is the sole Director and President of CPCC, and the stock of CPCC is solely owned by the Deutch Family Trust. Mr. Deutch is also the President, sole Director and the Deutch Family Trust is the sole stockholder of Century Pacific Realty Corporation (CPRC), the general partner of the Operating Partnerships that own the properties in which the Partnership has invested. The general partners were allocated their proportionate share of the Partnership’s tax losses and allocated tax credits. CPCC and CPRC accrued certain fees for their services in managing and advising the Partnership and its business. Century Pacific Equity Corporation (CPEC), an affiliate, provides all the services and materials necessary for the operation of the Partnership and is reimbursed for actual costs. These transactions are more particularly set forth in the financial statements found under ITEM 15.
A third-party buyer had entered into a conditional contract to acquire CPEC, CPCC, CPRC, and their affiliated companies and partnerships from Deutch’s family trust. As of March 31, 2006, these acquisitions had not yet occurred, but are anticipated to occur in 2007.
ITEM 14
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES
a.
AUDIT FEES. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Partnership’s annual financial statements and review of the financial statements included in the Partnership’s Forms 10-Q, or services that are normally provided by the accountant in connection with the statutory and regulatory filings or engagements for such two fiscal years, amounted to $21,500 in 2006 and $12,000 in 2005.
b.
AUDIT RELATED FEES. There were no fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for assurance and related services by the principal accountant that were reasonably related to the performance of the audit or review of the Partnership’s financial statements.
c.
TAX FEES. There were no fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning services.
d.
ALL OTHER FEES. There were no fees billed in each of the last two fiscal years for products and services provided by the principal accountant other than the services reported in the three preceding paragraphs.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Exhibits and Financial Statement Schedules
(1) Financial Statements:
Report of Independent Registered Public Accounting Firm as of March 31, 2006 and 2005
Balance Sheets as of March 31, 2006 and 2005
Statements of Operations for the Years Ended March 31, 2006, 2005, and
Statements of Partners’ Deficit for the Years Ended March 31, 2006, 2005, and 2004
Statements of Cash Flows for the Years Ended March 31, 2006, 2005, and
Notes to Financial Statements
Financial Statement Schedules:
Schedule III - Real Estate and Accumulated Depreciation of Operating Partnerships in which CPHF-I has Limited Partnership interests
Notes to Schedule III - Real Estate and Accumulated Depreciation of Operating Partnerships in which CPHF-I has Limited Partnership Interests
Schedule IV - Mortgage Loans on Real Estate of Operating Partnerships in which CPHF-I has Limited Partnership Interests
Notes to Schedule IV - Mortgage Loans on Real Estate of Operating Partnerships in which CPHF-I has Limited Partnership Interests
31.1
Certification Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
Certification Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
(d)
Financial Statement Schedule
Not applicable
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Partners
Century Pacific Housing Fund - I
We have audited the accompanying balance sheets of Century Pacific Housing Fund - I as of March 31, 2006 and 2005, and the related statements of operations, partners’ deficit and cash flows for the three years ended March 31, 2006. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, 2006 and 2005, and the results of its operations and its cash flows for the three years ended March 31, 2006, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Note 3 to the financial statements, the Partnership has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Our 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 audit of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
Philadelphia, PA
March 7, 2007
F - 1
CENTURY PACIFIC HOUSING FUND-I
BALANCE SHEETS
ASSETS
See accompanying notes to financial statements.
F - 2
CENTURY PACIFIC HOUSING FUND-I
STATEMENTS OF OPERATIONS
See accompanying notes to financial statements.
F - 3
CENTURY PACIFIC HOUSING FUND-I
STATEMENTS OF PARTNERS’ DEFICIT
FOR THE YEARS ENDED MARCH 31, 2006, 2005, AND 2004
See accompanying notes to financial statements.
F - 4
CENTURY PACIFIC HOUSING FUND-I
STATEMENTS OF CASH FLOWS
See accompanying notes to financial statements.
F - 5
CENTURY PACIFIC HOUSING FUND-I
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2006, 2005 AND 2004
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Partnership maintains its financial records on the tax basis. Memorandum entries, while not recorded in the records of the Partnership, have been made in order to prepare the financial statements in accordance with accounting principles generally accepted in the United States of America.
The Partnership fiscal year end is March 31 for financial reporting purposes. Accordingly, the Partnership’s quarterly periods end June 30, September 30 and December 31. The Operating Partnerships, for financial reporting purposes, have a calendar year. The Partnership, as well as the Operating Partnerships, has a calendar year for income tax purposes.
ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
RECEIVABLES
The Partnership reviews the collectibility of receivables and adjusts its allowance for doubtful accounts accordingly.
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. For income tax purposes, a number of the Partnership’s investments in the Operating Partnerships have negative capital accounts amounting to approximately $(38,808,798) as of December 31, 2005. For financial statement purposes, such investments were zero at March 31, 2006.
F - 6
CENTURY PACIFIC HOUSING FUND-I
Notes to Financial Statements (Continued)
SYNDICATION COSTS
Public offering costs have been recorded as a direct reduction to the capital accounts of the Limited Partners.
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.
NEW ACCOUNTING PRONOUNCEMENTS
In September 2006, the SEC issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements” (”SAB 108”). SAB 108 was issued to provide consistency in quantifying financial statements. The Partnership does not expect SAB 108 to have an impact on its financial position, statements of operation, partners’ deficit, cash flows, or net loss per unit.
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes the framework for measuring fair value, and expands disclosures required for fair value measurements. The Partnership does not expect SFAS 157 to have an impact on its financial position, statements of operations, partners’ deficit, cash flows, or net loss per unit.
In July 2006, FASB issued FASB Interpretation 46, “Accounting for Uncertainty in Income Taxes: An Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies Statement 109, “Accounting for Income Taxes”, to indicate the criteria that an individual tax position would have to meet for some or all of the benefit of that position to be recognized in an entity’s financial statements. The Partnership does not expect FIN 48 to have an impact on its financial position, statements of operations, partners’ deficit, cash flows, or loss per unit.
2.
OPERATIONS
Century Pacific Housing Fund-I, a California limited partnership, (the Partnership), was formed on October 6, 1986 for the purpose of raising capital by offering and selling limited partnership interests and then acquiring limited partnership interests in 21 limited partnerships (the Operating Partnerships), which acquired and operated 21 multi-family residential apartment properties (the properties). As of March 31, 2006, the Operating Partnerships still own 8 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).
F - 7
CENTURY PACIFIC HOUSING FUND-I
Notes to Financial Statements (Continued)
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.
3.
GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Partnership as a going concern. The Partnership’s Operating Partnerships have not achieved the operating results required to provide the Partnership with sufficient cash distributions to fund the Partnership’s administrative costs. Additionally, as of March 31, 2006, 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 four of the Operating Partnerships’ financial statements contained an explanatory paragraph relating to going concern issues. One concerned the maturity of a purchase note for which the Operating Partnership will not be able to satisfy the obligation. The second concerned a default on a HUD insured mortgage as well as maturity of a purchase note in 2003. A third issue concerned significant operating losses incurred by the Operating Partnership in recent years. The fourth going concern issue related to a mortgage default by the Operating Partnership after major damage to the property was sustained by Hurricane Katrina and the property was subsequently vacated.
Management maintains that the general partners and affiliates, though not required to do so, will continue to fund current operations by deferring payment to related parties of allocated overhead expenses, and by funding any Partnership operating costs. Unpaid allocated overhead expenses will accrue and become payable when the Operating Partnerships either generate sufficient cash distributions to the Partnership to cover such expenses or when the Operating Partnerships are sold. At the present time, the general partners are making a conscious effort to sell these properties. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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CENTURY PACIFIC HOUSING FUND-I
Notes to Financial Statements (Continued)
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 six of the remaining 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 four of the Operating Partnerships and a two percent interest in two of the Operating Partnerships.
The general partners and affiliates receive compensation and reimbursement of expenses from the Partnership, as set forth in the limited partnership agreement, for their services in managing the 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, 2006, 2005 and 2004 as follows:
At March 31, 2006 and 2005, payable to related parties totaling $1,324,072 and $1,264,072, respectively, consists of fees and certain general and administrative costs accrued as an unsecured non-interest bearing payable by the Partnership to the general partners and affiliates. Such fees and allocated costs have been deferred until the Partnership has sufficient cash to pay them.
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CENTURY PACIFIC HOUSING FUND-I
Notes to Financial Statements (Continued)
CENTURY PACIFIC HOUSING FUND I
COMBINED BALANCE SHEETS
ASSETS
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CENTURY PACIFIC HOUSING FUND-I
Notes to Financial Statements (Continued)
COMBINED STATEMENTS OF OPERATIONS
In 2005, the Operating Partnerships sold the following property:
This property was sold at its fair market value, which was less than the existing debt on the Owning Partnership.
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CENTURY PACIFIC HOUSING FUND-I
Notes to Financial Statements (Continued)
In 2004, the Operating Partnerships sold the following properties:
These properties were sold at fair market value, which was less than the existing debt on the books of the partnership.
6.
COMMITMENTS AND CONTINGENCIES
The rents of the Operating Partnerships, all of which receive rental subsidy payments, including payments under Section 8 of Title II of the Housing and Community Development Act of 1974 (“Section 8”) are subject to specific laws, regulations, and agreements with federal and state agencies. The subsidy agreements expire at various times during and after the 15-year compliance period of the Operating Partnerships. The United States Department of Housing and Urban Development (“HUD”) has issued a notice implementing provisions to renew Section 8 contracts expiring during HUD’s fiscal year 2005, where requested by an owner, for an additional one-year term at current rent levels.
It is management’s intent to maintain the Operating Partnerships as affordable housing and to negotiate and renew the Section 8 contracts when they expire. At the present time, the Partnership cannot reasonably predict legislative initiatives and governmental budget negotiations, the outcome of which could result in a reduction in funds available for the various federal and state administered housing programs including the Section 8 program. Such changes could adversely affect the future net operating income and debt structure of any or all Operating Partnerships receiving such subsidy or similar subsidies.
7.
FAIR VALUE OF FINANCIAL INSTRUMENTS
It is not possible to estimate the fair value of related party receivables, advance from affiliate or payable to related parties since such amounts result from related party transactions, the terms of which may not be available from other sources.
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CENTURY PACIFIC HOUSING FUND-I
Notes to Financial Statements (Continued)
8.
QUARTERLY FINANCIAL DATA (UNAUDITED)
The Partnership’s unaudited quarterly financial information is as follows:
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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, 2005
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Schedule III
Page 2 Of 2
CENTURY PACIFIC HOUSING FUND-I
REAL ESTATE AND ACCUMULATED DEPRECIATION OF OPERATING PARTNERSHIPS
IN WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS, continued
DECEMBER 31, 2005
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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, 2005
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
NOTE 3 - RECONCILIATION OF REAL ESTATE AND ACCUMULATED DEPRECIATION
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CENTURY PACIFIC HOUSING FUND-I
MORTGAGE LOANS ON REAL ESTATE OF OPERATING
PARTNERSHIPS IN WHICH CPHF-I HAS
LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 2005
Schedule IV
Page 1 of 2
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CENTURY PACIFIC HOUSING FUND-I
MORTGAGE LOANS ON REAL ESTATE OF OPERATING
PARTNERSHIPS IN WHICH CPHF-I HAS
LIMITED PARTNERSHIP INTERESTS, continued
DECEMBER 31, 2005
Schedule IV
Page 2 Of 2
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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, 2005
NOTE 1 - DESCRIPTION
Each Operating Partnership has invested in a Property. The Operating Partnerships assumed mortgage loan obligations from the sellers of the properties, and with the exception of two mortgages, all mortgage loan obligations are insured by the United States Department of Housing and Urban Development. All mortgages are secured by the land and buildings of the properties.
In addition, the Operating Partnerships issued residual notes to the sellers of the properties as partial consideration. The notes bear interest at the minimum long-term federal rate as announced from time-to-time pursuant to Section 1274 of the Internal Revenue Code, provided that such rate shall not be less than 7% or greater than 15%. The notes are secured by the interests of the partners in the Owning Partnership. 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
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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: March 7, 2007
/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: March 7, 2007
/s/ IRWIN JAY DEUTCH
By: Irwin Jay Deutch, President
EXHIBITS
* Filed herewith