<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------------------------
FOR THE FISCAL YEAR ENDED MARCH 31, 1997
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 1760, 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)
No documents are incorporated into the text by reference.
Yes No X
--------- ---------
Exhibit Index is located on Page 18
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.
<PAGE> 2
<TABLE>
TABLE OF CONTENTS
<S> <C>
PART 1
ITEM 1 BUSINESS 3
ITEM 2 PROPERTIES 5
ITEM 3 LEGAL PROCEEDINGS 8
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 8
PART II
ITEM 5 MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS 9
ITEM 6 SELECTED FINANCIAL DATA 9
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS 10
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 16
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 16
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K 17
EXHIBIT INDEX 18
SIGNATURES 19
</TABLE>
<PAGE> 3
PART I
ITEM 1. BUSINESS
--------
Century Pacific Housing Fund-I (the Partnership) was formed on October 6, 1986
as a limited partnership under the laws of the State of California to invest
in multi-family housing developments. The Partnership's business is to invest
primarily in other limited partnerships (Operating Partnerships) that are
organized for the purpose of either constructing or acquiring and operating
existing affordable multi-family rental apartments that are eligible for the
Low-Income Housing Tax Credit, or to a lesser extent, the Rehabilitation Tax
Credit, both enacted by the Tax Reform Act of 1986 (sometimes referred to as
Credits or Tax Credits). The Partnership invested in 21 properties (the
properties). Each of the properties qualifies for the Low-Income Housing Tax
Credit, and one property, a historic structure, qualifies for the
Rehabilitation Tax Credit. All of these properties receive one or more forms
of assistance from federal, state or local governments. A summary of the
Partnership's objectives and a summary of the Tax Credits are provided in the
Prospectus under "Investment Objectives and Policies" and "Federal Income Tax
Aspects" on pages 45 and 79, respectively, and are incorporated herein by
reference.
In order to stimulate private investment in low and moderate income housing of
the types in which the Partnership has invested, the federal government has
provided investors with significant ownership incentives intended to reduce
the risks and provide investors/owners with certain tax benefits, limited cash
distributions and the possibility of long-term capital gains. The ownership
incentives include interest subsidies, rent subsidies, mortgage insurance and
other measures. However, there remains significant risks inherent in this
type of housing. Long-term investments in real estate limit the ability of
the Partnership to vary its portfolio in response to changing economic,
financial and investment conditions, and such investments are subject to
changes in economic circumstances and housing patterns, rising operating costs
and vacancies, rent controls and collection difficulties, costs and
availability of energy, as well as other factors which normally affect real
estate values. In addition, these properties usually are rent restricted and
are subject to government agency programs which may or may not require prior
consent to transfer ownership.
The Partnership acquired the properties by investing as the limited partner in
Operating Partnerships which own the properties. As a limited partner, the
Partnership's liability for obligations of the Operating Partnerships is
limited to its investment. The Partnership made capital contributions to the
Operating Partnerships in amounts sufficient to pay the Operating
Partnerships' expenses and to reimburse the general partners for their costs
incurred in forming the Operating Partnerships, if any, and acquiring the
properties. For each acquisition, this typically included a cash down
3
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payment (in one or more installments), acceptance of the property's mortgage
indebtedness, and execution of a Purchase Money Note in favor of the seller of
the property. For a summary of the acquisition financing activities for each
property, see the financial information contained under Item 2.
The Partnership's primary objective is to provide Low-Income Housing Tax
Credits to limited partners generally over a 10-year period. Each of the
Partnership's Operating Partnerships has been allocated by the relevant state
tax credit agency an amount of the Low-Income Housing Tax Credit for 10 years
from the date the property is placed-in-service. The required holding period
of the properties is 15 years (the Compliance Period). The properties must
satisfy rent restrictions, tenant income limitations and other requirements
(the Low-Income Housing Tax Credit Requirements) in order to maintain
eligibility for recognition of the Low-Income Housing Tax Credit at all times
during the Compliance Period. Once an Operating Partnership has become
eligible for the Low-Income Housing Tax Credit, it may lose such eligibility
and suffer an event of recapture if its property fails to remain in compliance
with the Low-Income Housing Tax Credit Requirements. To date, none of the
Operating Partnerships have suffered an event of recapture of the Low-Income
Housing Tax Credit.
All of the 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 Section 8 contracts expiring
during HUD's fiscal year 1997, where requested by an owner, for an additional
one year term at current rent levels. As of June 16, 1997, ten of the
Operating Partnerships' Section 8 contracts are due to expire during 1997, one
year contract extensions have been granted for five of the Operating
Partnerships. The remaining five 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.
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ITEM 2. PROPERTIES
----------
As of March 31, 1997, the Partnership had acquired equity interests in the
Operating Partnerships set forth in the table below. Each of the properties
acquired by the Operating Partnerships receives benefits under government
assistance programs. The table set forth below summarizes the properties
acquired, and the purchase price, original indebtedness assumed and the
government assistance programs benefitting each property. Further information
concerning these Properties may be found in Supplement No. 3 to the
Prospectus, pages 4 through 66, which information is incorporated herein by
reference and is summarized below.
5
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<TABLE>
<CAPTION>
PROPERTY NAME, AVERAGE CASH GOVERNMENT
LOCATION AND OCCUPANCY PURCHASE DOWN PURCHASE MORTGAGE RESIDUAL ASSISTANCE
RENTAL UNITS 1996 PRICE PAYMENT NOTE ASSUMED NOTE PROGRAM
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Century Pacific Housing
Partnership V
(CPHP-V) - Jaycee Towers
Dayton, OH Section 236
204 residential units 97% $ 5,700,000 $ 400,196 $16,500 $ 3,000,123 $ 2,283,181 Section 8
CPHP - VIII - Sunset
Townhomes
Newton, KS
50 residential units 90% 1,225,000 138,000 -- 751,905 335,095 Section 236
CPHP - XI - Continental
Terrace
Fort Worth, TX Section 236
200 residential units 96% 4,600,000 482,883 -- 2,609,991 1,507,126 Section 8
CPHP - XII Yale
Village
Houston, TX Section 236
180 residential units 82% 5,250,000 530,894 -- 3,075,000 1,644,106 Section 8
CPHP - XIII - Atlantis
Virginia Beach, VA Section 236
208 residential units 100% 6,032,000 801,000 -- 2,678,416 2,552,584 Section 8
CPHP - XIV - Kings Row
Houston, Tx Section 236
180 residential units 97% 3,780,000 394,213 -- 1,848,269 1,537,518 Section 8
CPHP - XV - Castle
Gardens
Lubbock, TX Section 236
152 residential units 92% 3,268,000 320,140 -- 1,787,613 1,160,247 Section 8
CPHP - XVI -
Rockwell Villa
Oklahoma City, OK Section 236
60 residential units 89% 1,235,400 129,564 -- 707,207 398,629 Section 8
CPHP - XVII -
London Square Village
Oklahoma City, OK Section 236
200 residential units 94% 4,214,000 414,097 -- 2,820,832 979,071 Section 8
CPHP - XVIII
Ascension Towers
Memphis, TN
197 residential units 100% 6,727,500 409,094 50,000 3,863,739 2,404,667 Section 236
Coleman Manor
Associates Limited
Partnership Section
Baltimore, MD 221(d)(4)
50 residential units 99% 3,990,000<F1> 1,625,000 -- 2,365,000 -- Section 8
6
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<CAPTION>
PROPERTY NAME, AVERAGE CASH GOVERNMENT
LOCATION AND OCCUPANCY PURCHASE DOWN PURCHASE MORTGAGE RESIDUAL ASSISTANCE
RENTAL UNITS 1996 PRICE PAYMENT NOTE ASSUMED NOTE PROGRAM
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CPHP - XX
Holiday Heights
Fort Worth, TX
100 residential units 96% 2,200,000 191,000 -- 1,120,000 889,000 Section 236
Section 8
CPHP - XXII
Harriet Tubman Terrace
Berkeley, CA Section 236
91 residential units 100% 4,732,000 593,000 -- 1,718,171 2,420,829<F2> Section 8
CPHP - I - Charter
House
Dothan, AL
100 residential units 97% 2,146,000 195,000 -- 1,169,000 782,000 Section 236
CPHP II - VOA - Section 236
Sunset Park Section 8
Denver, CO Flexible
242 residential units 91% 6,500,000 956,000 -- 3,081,144 2,462,856 Subsidy Loan
CPHP - III - Highland Section 221(d)(3)
Park Section 8
Topeka, KS Flexible
200 residential units 95% 6,900,000 939,000 -- 2,024,000 3,937,000 Subsidy Loan
CPHP - IV - Forest Section 236
Glen Estates Section 8
Kansas City, KS Flexible
160 residential units 98% 4,960,000 738,000 -- 2,488,000 1,734,000 Subsidy Loan
CPHP - VI - Edgewood
Danville, IL
150 residential units 86% 3,540,000 680,000 -- 2,359,950 500,050 Section 8
CPHP - VII - Gulfway
Terrace
New Orleans, LA Section 236
206 residential units 79% 5,700,000 683,000 -- 3,301,974 1,715,026 Section 8
Section 236
CPHP - IX - Wind Ridge Section 8
Wichita, KS Flexible
136 residential units 93% 3,500,000 382,000 -- 1,791,936 1,326,064 Subsidy Loan
CPHP - X - Bergen Circle
Springfield, MA Section 236
201 residential units 95% 12,261,000 1,768,000 -- 6,946,158 3,546,842 Section 8
- --------------------------------------------------------------------------------------------------------------------------------
$98,460,900 $12,770,081 $66,500 $51,508,428 $34,115,891
================================================================================================================================
<FN>
<F1> This amount represents the development cost and not the purchase price.
<F2> 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.
</TABLE>
7
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ITEM 3. LEGAL PROCEEDINGS
-----------------
As of June 16, 1997, 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, 1997.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS
-------------------------------------------------
There is at present no public market for the Units of limited partnership
interests (the Units), and it is unlikely that any public market for the Units
will develop. See the Prospectus under "Transferability of Interests" on
pages 29 and 72 of the Prospectus, which information is incorporated herein by
reference. The number of owners of Units as of June 16, 1997 was
approximately 2,093, holding 22,315 units.
As of June 16, 1997, there were no cash distributions.
ITEM 6. SELECTED FINANCIAL DATA
-----------------------
The following summary of selected financial data should be read in conjunction
with ITEM 14, herein, which also includes a summary of the Partnership's
significant accounting policies.
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
---------------------------------------------------------------------------------
OPERATIONS 1997 1996 1995 1994 1993
- ----------------------------- --------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Revenues $ 2,100 $ 3,900 $ 5,000 $ 4,200 $ 5,000
Operating Expenses (73,359) (75,053) (72,069) (106,432) (141,671)
Equity in Net Losses of
Operating Partnerships (136,010) (176,789) (241,098) (256,914) (291,967)
--------- --------- --------- --------- ----------
Net Loss $(207,269) $(247,942) $(308,167) $(359,146) $ (428,638)
========= ========= ========= ========= ==========
Net Loss per Unit of
Limited Partnership
Interest $ (9) $ (11) $ (14) $ (16) $ (19)
========= ========= ========= ========= ==========
<CAPTION>
March 31,
---------------------------------------------------------------------------------
FINANCIAL POSITION 1997 1996 1995 1994 1993
- ----------------------------- --------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Total Assets $ 410,633 $ 547,704 $ 722,045 $ 961,812 $1,253,235
========= ========= ========= ========= ==========
</TABLE>
9
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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, 1997, the Partnership's portfolio consists of 21 properties.
The properties are located in 13 states and contain 3,267 residential units.
The average occupancy level for each property during calendar year 1996 was
approximately 94% and most properties generated sufficient revenue to cover
operating costs, debt service, and the funding of reserves. For a summary of
the combined financial status of the Operating Partnerships and the
properties, see the financial information contained under Item 14.
Liquidity and Capital Resources
- -------------------------------
The Partnership is currently experiencing a liquidity problem. Under the
Partnership Agreement, the Partnership is entitled to receive distributions of
surplus cash from the Operating Partnerships which is to provide the funds
necessary for the Partnership to meet its operating costs. To date, the
Operating Partnerships have not provided sufficient cash distributions to
enable the Partnership to meet its current obligations. The Partnership has
also incurred allocated losses from all but one 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
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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 look at 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 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 complete 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
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 changes 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.
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Tax Reform Act of 1986, Omnibus Budget Reconciliation Act of 1987, Technical
- ----------------------------------------------------------------------------
and Miscellaneous Revenue Act of 1988, Omnibus Budget Reconciliation Act of
- ---------------------------------------------------------------------------
1989 and Omnibus Budget Reconciliation Act of 1990
- --------------------------------------------------
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 and the Omnibus Budget Reconciliation Act of
1990 (collectively the Tax Acts). The Partnership will consider the effect of
certain aspects of the Tax Acts on the partners when making investment
decisions. The Partnership does not anticipate that the Tax Acts will have a
material adverse impact on the Partnership's business operations, capital
resources, plans or liquidity.
Results of Operations
- ---------------------
The Partnership generated revenue of $2,100, $3,900 and $5,000, in the fiscal
years ended March 31, 1997, 1996 and 1995 respectively, which principally
represents transfer fees charged to limited partners to cover administrative
costs incurred by the Partnership upon the private transfer of their
interests. There were $2,875,495 in tax losses generated during the
Partnership's calendar tax year ended December 31, 1996, arising primarily
from Operating Partnership losses allocated to the Partnership and the
Partnership's general and administrative costs. The Partnership received
$3,343,231 in tax credits allocated directly from the Operating Partnerships
for the calendar year ended December 31, 1996.
Inflation
- ---------
Inflation is not expected to have a material adverse impact on the
Partnership's operations during its period of ownership of the Properties.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The financial statements at March 31, 1997 and 1996 together with the report
of the independent auditors thereon are incorporated by reference from the
Registrants Financial Statements on the pages indicated in ITEM 14.
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ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON
---------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
On October 28, 1996, the prior auditors, Reznick, Fedder & Silverman, were
dismissed as auditors for the Partnership. The decision to change accountants
was approved by the Partnership's Board of Directors. Reznick, Fedder &
Silverman's report on the Partnership's financial statements for the years
ended March 31, 1996 and 1995, contained a modification as to uncertainty of
the Partnerships to continue as a going concern. Reznick, Fedder &
Silverman's report on the above mentioned financial statements contained no
adverse opinions or disclaimer of opinions, and was not qualified as to
uncertainty, audit scope or accounting principles, other than those previously
discussed.
Effective October 28, 1996, the Partnership engaged Rubin, Brown, Gornstein &
Co., LLP to perform the audit of the Partnership's financial statements as of
and for the year ending March 31, 1997.
There are no known disagreements on any matter of accounting principles or
practices or financial statement disclosure with current or predecessor
auditors.
13
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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 56, 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.
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KEY OFFICERS OF CPCC AND AFFILIATES
ESSIE SAFAIE, age 48, is Chief Financial Officer and Chief Operating Officer
of CPRC. Prior to joining CPRC in 1988, from 1985-88, he was Vice President
and Chief Financial Officer of Sunrise Investments, Inc., a real estate
syndication firm with $450 million of real estate under management. During
this period, Mr. Safaie was also President of an affiliated property
management firm, S&L Property Management, Inc., with over 12,000 residential
units and 800,000 square feet of commercial office space under direct
management. From 1982 to 1985, Mr. Safaie was assistant controller of
Standard Management Company, builders and managers of luxury hotels,
commercial offices and residential units. From 1980-1982, he served as
financial officer of Diamond "M" Drilling Company. Mr. Safaie received a BA
degree in Business Administration from California State University with a
major in accounting.
CHARLES L. SCHWENNESEN, age 51, is Vice President of Acquisition Finance
for CPRC and is responsible for financial analysis and "due diligence" reviews
of all properties acquired by CPRC. Prior to joining CPRC in 1987, he was a
consultant to companies which provided investment opportunities through
private placements. From 1984 to 1985, Mr. Schwennesen was Vice President of
Cranston Securities Company and was responsible for the structuring of more
than $30 million of mortgage revenue bond financing for affordable housing
projects. From 1977 to 1984, Mr. Schwennesen was a manager with the
accounting firm of Price Waterhouse where he specialized in providing auditing
and consulting services to publicly held California real estate development
companies involved in the affordable housing industry. Mr. Schwennesen is a
Certified Public Accountant and holds a Masters degree in Business
Administration from the UCLA Graduate School of Management and a B.A. degree
in Mathematics from UCLA.
ITEM 11. EXECUTIVE COMPENSATION
----------------------
The Partnership has no officers or directors. However, in connection with the
operations of the Partnership and the Operating Partnerships, the general
partners and their affiliates will or may receive certain fees, compensation,
income and other payments which are described in the Prospectus under
"Compensation, Fees and Reimbursements" on page 17, the terms of which are
incorporated herein by reference.
During the fiscal years ended March 31, 1997, 1996, and 1995, CPCC, a general
partner of the Partnership, and CPRC, an general partner of the Operating
Partnerships, earned $507,804, $505,381 and $503,607, 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
Investment Corporation (CPIC). During fiscal year 1997, the general partners
received no payments from the Operating Partnerships.
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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 Investment Corporation
(CPIC), an affiliate, provides all the services and materials necessary for
the operation of the Partnership and is reimbursed for actual costs. These
transactions are more particularly set forth in the financial statements found
under ITEM 14.
16
<PAGE> 17
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(a) Exhibits - See the Exhibit Index at page 18 of this report.
<TABLE>
<S> <C>
(b) (1) Financial Statements:
Independent Auditors' Reports F-1
Balance Sheet as of March 31, 1997 and 1996 F-11
Statement of Operations for the Years Ended March 31,
1997, 1996 and 1995 F-12
Statement Of Partners' Equity (Deficit) for the
Years Ended March 31, 1997, 1996 and 1995 F-13
Statement of Cash Flows for the Years Ended March 31,
1997, 1996 and 1995 F-14
Notes to Financial Statements F-15
(2) Financial Statement Schedules:
Schedule III - Real Estate and Accumulated Depreciation of
Operating Partnerships in which CPHF-I has
Limited Partnership Interests F-22
Notes to Schedule III - Real Estate and Accumulated
Depreciation of Operating Partnerships in which
CPHF-I has Limited Partnership Interests F-24
Schedule IV - Mortgage Loans on Real Estate of Operating
Partnerships in which CPHF-I has Limited
Partnership Interests F-26
Notes to Schedule IV - Mortgage Loans on Real Estate of
Operating Partnerships in which CPHF-I has
Limited Partnership Interests F-30
All other schedules are omitted because they are not applicable
or the required information is shown in the financial
statements or notes thereto.
</TABLE>
(b) Reports on Form 8-K
Registrant did file with the Securities and Exchange Commission a
Current Report on Form 8-K during the year ending March 31, 1997.
17
<PAGE> 18
EXHIBIT INDEX
These exhibits are numbered in accordance with the exhibit table of Item 601
of Regulation S-K.
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -------------------------------------
<C> <S>
11 Omitted - inapplicable
12 Omitted - inapplicable
13 Omitted - inapplicable
16 Omitted - inapplicable
18 Omitted - inapplicable
21 Omitted - inapplicable
23 Omitted - inapplicable
27 Financial Data Schedule
Financial Statements of Coleman Manor
(Equity Investment)
</TABLE>
18
<PAGE> 19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CENTURY PACIFIC HOUSING FUND - I
By: Irwin Jay Deutch, as Managing General Partner
Date: June 27, 1997 /s/ Irwin Jay Deutch
----------------------------------------------
and
Century Pacific Capital I Corporation, as Corporate
General Partner and as Attorney-in-Fact for all
Investor Limited Partners
Date: June 27, 1997 /s/ Irwin Jay Deutch
----------------------------------------------
By: Irwin Jay Deutch, President
19
<PAGE> 20
[letterhead of RBG & Co.]
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, 1997 and the related statements of operations,
partners' equity and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of Century Pacific Housing Fund-I for the
year ended March 31, 1996 and 1995 were audited by other auditors, whose report
dated June 13, 1996, included an explanatory paragraph describing conditions
that raised substantial doubt about the Company's ability to continue as a going
concern.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Century Pacific Housing
Fund - I as of March 31, 1997 and the results of its operations and its cash
flows for the year then ended, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Notes 2, 3, 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.
We have also prepared, from information audited by us, the related financial
statement schedules listed in Item 14(b)(2) as of December 31, 1996. In our
opinion the financial statement schedules present fairly, in all material
respects, the information required to be set forth therein.
/s/ Rubin, Brown, Gornstein & Co. LLP
St. Louis, Missouri
June 16, 1997
F-1
<PAGE> 21
[letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Century Pacific Housing Fund-I
We have audited the accompanying balance sheets of Century Pacific
Housing Fund-I as of March 31, 1996 and 1995, and the related statements of
operations, partners' equity (deficit) and cash flows for each of the three
years in the period ended March 31, 1996. 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 did
not audit the financial statements of certain operating limited partnerships
for the years ended December 31, 1995 and 1994, in which the Partnership owns
a limited partnership interest. The investment in such partnerships comprises
38% and 42% of the assets as of March 31, 1996 and 1995, respectively, and 40%
and 42% of the Partnership's loss for the years ended March 31, 1996 and 1995,
respectively. The financial statements of these operating partnerships were
audited by other auditors, whose report has been furnished to us, and our
opinion, insofar as it relates to information relating to these partnerships,
is based solely on the reports of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the reports
of the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of the other auditors,
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, 1996 and 1995, and the results of its operations, the changes in
its partners' equity (deficit) and its cash flows for each of the three years
in the period ended March 31, 1996, in conformity with generally accepted
accounting principles.
F-2
<PAGE> 22
The accompanying financial statements have been prepared assuming that
the Partnership will continue as a going concern. As discussed in Note 2 to
the financial statements, 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, the Partnership has incurred allocated losses from all but one 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' report on seven of the Operating Partnerships' financial
statements contained an explanatory paragraph relating to a going concern issue
concerning the expiration of the Housing Assistance Payment Contract. As
discussed in Note 2 to the financial statements, these Operating Partnerships
had Housing Assistance Payment Contracts with the U.S. Department of Housing
and Urban Development which are due to expire during 1996. These factors raise
substantial doubt about the Partnership's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
We have also prepared, from information audited by us and other auditors,
the related financial statement schedules listed in Item 14 (a)(2) as of
December 31, 1995. In our opinion, the financial statement schedules present
fairly, in all material respects, the information required to be set forth
therein.
/s/ Reznick Fedder & Silverman
Baltimore, Maryland
June 13, 1996
F-3
<PAGE> 23
[letterhead of Rhea & Ivy, P.L.C.]
Independent Auditor's Report
To the Partners of Century Pacific Housing Partnership I
We have audited the accompanying balance sheet of Century Pacific Housing
Partnership I (a limited partnership), FHA Project No. 062-44024-LD, as of
December 31, 1995 and the related statements of profit and loss (HUD Form
92410), changes in partners' deficit, and cash flows for the year then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards and the standards for financial audits contained in Government
Auditing Standards, issued by the Comptroller General of the United States.
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Century Pacific Housing
Partnership I (a limited partnership), FHA Project No. 062-44024-LD at
December 31, 1995, and the results of its operations, changes in partners'
deficit, and cash flow for the year then ended in conformity with generally
accepted accounting principles.
/s/ Rhea & Ivy, P.L.C.
Memphis, Tennessee
January 22, 1996
F-4
<PAGE> 24
[letterhead of Maddox & Associates, APC]
REPORT OF INDEPENDENT AUDITORS
To the Partners
Century Pacific Housing Partnership VII
(Gulfway Terrace Apartments)
We have audited the accompanying balance sheet of Century Pacific Housing
Partnership VII, (Gulfway Terrace Apartments), HUD Project No. 064-44112 as
of December 31, 1995, and the related statements of profit and loss, partners'
deficit, and cash flows for the year then ended. These financial statements
are the responsibility of the Project's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We have conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller General
of the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Century Pacific Housing
Partnership VII, (Gulfway Terrace Apartments), HUD Project No. 064-44112 as
of December 31, 1995, and the results of its operations, changes in partners'
deficit, and cash flows for the year then ended in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that
Century Pacific Housing Partnership VII (Gulfway Terrace Apartments) will
continue as a going concern. As discussed in Note 7 to the financial
statements, Century Pacific Housing Partnership VII's Section 8 Housing
Assistance Payment (HAP) Contract for 86 units may not be renewed by HUD when
it expires September 30, 1996 which raises substantial doubt about its ability
to continue as a going concern. Management's plan in regard to this matter
is also described in Note 7. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Maddox & Associates, APC
January 22, 1996
F-5
<PAGE> 25
[letterhead of Isaac Goldstein & Company]
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Century Pacific Housing Partnership X
Gentlemen:
We have audited the accompanying balance sheet of Century Pacific
Housing Partnership X, MHFA Project No. 71-083-N (a Massachusetts limited
partnership), as of December 31, 1995, and the related statements of income,
changes in partners' deficiency and cash flows for the year then ended. These
financial statements are the responsibility of the project's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Century Pacific
Housing Partnership X as of December 31, 1995, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/ Isaac Goldstein
ISAAC GOLDSTEIN & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
Brooklyn, NY
March 20, 1996
F-6
<PAGE> 26
[letterhead of Maddox & Associates, APC]
REPORT OF INDEPENDENT AUDITORS
To the Partners
Century Pacific Housing Partnership XI
(Continental Terrace)
We have audited the accompanying balance sheet of Century Pacific Housing
Partnership XI, (Continental Terrace), HUD Project No. 113-44032-NP as of
December 31, 1995, and the related statements of profit and loss, partners'
deficit, and cash flows for the year then ended. These financial statements
are the responsibility of the Project's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We have conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller General
of the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Century Pacific Housing
Partnership XI, (Continental Terrace), HUD Project No. 113-44032-NP as of
December 31, 1995, and the results of its operations, changes in partners'
deficit, and cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/ Maddox & Associates, APC
January 22, 1996
F-7
<PAGE> 27
[letterhead of Maddox & Associates, APC]
REPORT OF INDEPENDENT AUDITORS
To the Partners
Century Pacific Housing Partnership XII
(Yale Village)
We have audited the accompanying balance sheet of Century Pacific Housing
Partnership XII, (Yale Village), HUD Project No. 114-44007-NP-SUP as of
December 31, 1995, and the related statements of profit and loss, partners'
deficit, and cash flows for the year then ended. These financial statements
are the responsibility of the Project's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We have conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller General
of the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Century Pacific Housing
Partnership XII, (Yale Village), HUD Project No. 114-44007-NP-SUP as of
December 31, 1995, and the results of its operations, changes in partners'
deficit, and cash flows for the year then ended in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that
Century Pacific Housing Partnership XII (Yale Village) will continue as a
going concern. As discussed in Note 9 to the financial statements, Century
Pacific Housing Partnership XII's Section 8 Housing Assistance Payment (HAP)
Contract may not be renewed by HUD when it expires August 31, 1996 which
raises substantial doubt about its ability to continue as a going concern.
Management's plan in regard to this matter is also described in Note 9. The
financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ Maddox & Associates, APC
January 22, 1996
F-8
<PAGE> 28
[letterhead of Maddox & Associates, APC]
REPORT OF INDEPENDENT AUDITORS
To the Partners
Century Pacific Housing Partnership XIV
(Kings Row Apartments)
We have audited the accompanying balance sheet of Century Pacific Housing
Partnership XIV, (Kings Row Apartments), HUD Project No. 114-35037-NP-SUP
as of December 31, 1995 and the related statements of profit and loss, partners'
deficit, and cash flows for the year then ended. These financial statements
are the responsibility of the Project's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We have conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller General
of the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Century Pacific Housing
Partnership XIV, (Kings Row Apartments), HUD Project No. 114-35037-NP-SUP as
of December 31, 1995 and the results of its operations, changes in partners'
deficit, and cash flows for the year then ended in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that
Century Pacific Housing Partnership XIV (Kings Row Apartments) will continue as
a going concern. As discussed in Note 6 to the financial statements, Century
Pacific Housing Partnership XIV's Section 8 Housing Assistance Payment (HAP)
Contract may not be renewed by HUD when it expires October 31, 1996 which
raises substantial doubt about its ability to continue as a going concern.
Management's plan in regard to this matter is also described in Note 6. The
financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ Maddox & Associates, APC
January 22, 1996
F-9
<PAGE> 29
[letterhead of Maddox & Associates, APC]
REPORT OF INDEPENDENT AUDITORS
To the Partners
Century Pacific Housing Partnership XV
(Castle Gardens)
We have audited the accompanying balance sheet of Century Pacific Housing
Partnership XV, (Castle Gardens), HUD Project No. 133-44007-NP as of December
31, 1995, and the related statements of profit and loss, partners' deficit,
and cash flows for the year then ended. These financial statements are the
responsibility of the Project's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We have conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller General
of the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Century Pacific Housing
Partnership XV, (Castle Gardens), HUD Project No. 133-44007-NP as of December
31, 1995, and the results of its operations, changes in partners' deficit, and
cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/ Maddox & Associates, APC
January 22, 1996
F-10
<PAGE> 30
<TABLE>
CENTURY PACIFIC HOUSING FUND-I
- -----------------------------------------------------------------------------------------------------------------------
BALANCE SHEET
<CAPTION>
ASSETS
MARCH 31,
--------------------------------------
1997 1996
--------------------------------------
<S> <C> <C>
Cash $ 693 $ 1,754
Receivable from related party (Note 4) 15,549 15,549
Investments in Operating Partnerships (Notes 1 and 5) 394,391 530,401
- -----------------------------------------------------------------------------------------------------------------------
$ 410,633 $ 547,704
=======================================================================================================================
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Accounts payable and accrued expenses $ 11,600 $ 20,840
Advance from affiliate (Note 4) 62,455 59,755
Payable to related parties (Note 4) 712,141 635,403
- -----------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 786,196 715,998
- -----------------------------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 6) -- --
- -----------------------------------------------------------------------------------------------------------------------
PARTNERS' EQUITY (DEFICIT)
General partners (386,233) (382,088)
Limited partners, $1,000 stated value per unit,
50,000 units authorized, 22,315 units issued
and outstanding (Note 4) 10,670 213,794
- -----------------------------------------------------------------------------------------------------------------------
TOTAL PARTNERS' EQUITY (DEFICIT) (375,563) (168,294)
- -----------------------------------------------------------------------------------------------------------------------
$ 410,633 $ 547,704
=======================================================================================================================
</TABLE>
F-11
- --------------------------------------------------------------------------------
See the accompanying notes to financial statements. Page 21
<PAGE> 31
<TABLE>
CENTURY PACIFIC HOUSING FUND-I
- ------------------------------------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
<CAPTION>
FOR THE YEARS ENDED MARCH 31,
---------------------------------------------------
1997 1996 1995
---------------------------------------------------
<S> <C> <C> <C>
REVENUES
Transfer fees $ 2,100 $ 3,900 $ 5,000
- ------------------------------------------------------------------------------------------------------------------------
EXPENSES
Allocated overhead expenses - affiliate (Note 4) 60,000 60,000 60,000
Other general and administrative 13,359 15,053 12,069
- ------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES 73,359 75,053 72,069
- ------------------------------------------------------------------------------------------------------------------------
LOSS BEFORE EQUITY IN NET LOSSES OF
OPERATING PARTNERSHIPS (71,259) (71,153) (67,069)
EQUITY IN NET LOSSES OF OPERATING
PARTNERSHIPS (NOTE 5) (136,010) (176,789) (241,098)
- ------------------------------------------------------------------------------------------------------------------------
NET LOSS $(207,269) $(247,942) $(308,167)
========================================================================================================================
ALLOCATION OF NET LOSS
General partners $ (4,145) (4,959) $ (6,163)
Limited partners (203,124) (242,983) (302,004)
- ------------------------------------------------------------------------------------------------------------------------
$(207,269) $(247,942) $(308,167)
========================================================================================================================
NET LOSS PER UNIT OF LIMITED PARTNERSHIP
INTEREST (NOTE 1) $ (9) $ (11) $ (14)
========================================================================================================================
AVERAGE NUMBER OF OUTSTANDING UNITS 22,315 22,315 22,315
========================================================================================================================
</TABLE>
F-12
- --------------------------------------------------------------------------------
See the accompanying notes to financial statements. Page 22
<PAGE> 32
<TABLE>
CENTURY PACIFIC HOUSING FUND-I
- ---------------------------------------------------------------------------------------------------------------
STATEMENT OF PARTNERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995
<CAPTION>
ORIGINAL
GENERAL LIMITED LIMITED
PARTNERS PARTNER PARTNERS TOTAL
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
PARTNERS' EQUITY (DEFICIT) - MARCH 31, 1994 $(370,966) $ -- $ 758,781 $ 387,815
NET LOSS (6,163) -- (302,004) (308,167)
- ---------------------------------------------------------------------------------------------------------------
PARTNERS' EQUITY (DEFICIT) - MARCH 31, 1995 (377,129) -- 456,777 79,648
NET LOSS (4,959) -- (242,983) (247,942)
- ---------------------------------------------------------------------------------------------------------------
PARTNERS' EQUITY (DEFICIT) - MARCH 31, 1996 (382,088) -- 213,794 (168,294)
NET LOSS (4,145) -- (203,124) (207,269)
- ---------------------------------------------------------------------------------------------------------------
PARTNERS' EQUITY (DEFICIT) - MARCH 31, 1997 $(386,233) $ -- $ 10,670 $(375,563)
===============================================================================================================
PERCENTAGE INTEREST - MARCH 31, 1997 1% 1% 98% 100%
===============================================================================================================
</TABLE>
F-13
- --------------------------------------------------------------------------------
See the accompanying notes to financial statements. Page 23
<PAGE> 33
<TABLE>
CENTURY PACIFIC HOUSING FUND-I
- ----------------------------------------------------------------------------------------------------------------
STATEMENT OF CASH FLOWS
<CAPTION>
FOR THE YEARS ENDED MARCH 31,
----------------------------------------------
1997 1996 1995
----------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(207,269) $(247,942) $(308,167)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Equity in net losses of Operating Partnerships 136,010 176,789 241,098
Decrease in accounts payable and accrued
expenses (9,240) (1,460) --
Increase in payable to related parties 76,738 75,061 68,400
- ----------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES (3,761) 2,448 1,331
CASH FLOWS FROM INVESTING ACTIVITIES
Advance to affiliate 2,700 (1,824) (1,534)
- ----------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH (1,061) 624 (203)
CASH - BEGINNING OF PERIOD 1,754 1,130 1,333
- ----------------------------------------------------------------------------------------------------------------
CASH - END OF PERIOD $ 693 $ 1,754 $ 1,130
================================================================================================================
</TABLE>
F-14
- --------------------------------------------------------------------------------
See the accompanying notes to financial statements. Page 24
<PAGE> 34
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997, 1996 AND 1995
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Partnership maintains its financial records on the tax basis.
Memorandum entries, while not recorded in the records of the
Partnership, have been made in order to prepare the financial statements
in accordance with generally accepted accounting principles.
On August 7, 1991, management of the Partnership changed from a calendar
year end to a fiscal year end of March 31 for financial reporting
purposes. Accordingly, the Partnership's quarterly periods end June 30,
September 30 and December 31. The Operating Partnerships, for financial
reporting purposes, have a calendar year. The Partnership, as well as
the Operating Partnerships, have a calendar year for income tax
purposes.
ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the 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-15
- --------------------------------------------------------------------------------
Page 25
<PAGE> 35
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, which is 22,315 for the years ending March
31, 1997, 1996, and 1995.
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 and then acquiring limited
partnership interests in 21 limited partnerships (the Operating
Partnerships), which acquired and operate 21 multi-family residential
apartment properties (the properties).
The general partners of the Partnership are Century Pacific Capital
Corporation, a California corporation (CPCC), and Irwin Jay Deutch, an
individual (collectively, the general partners). The general partners
and affiliates of the general partners (the general partners and
affiliates) have interests in the Partnership and receive compensation
from the Partnership and the Operating Partnerships (Note 3).
The Properties qualify for the Low-Income Housing Tax Credit established
by Section 42 of the Tax Reform Act of 1986 (the Low-Income Housing Tax
Credit) 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-16
- --------------------------------------------------------------------------------
Page 26
<PAGE> 36
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
Notes To Financial Statements (Continued)
3. REALIZATION OF ASSETS
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplates
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, the Partnership
has incurred allocated losses from all but one 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' report on ten of the Operating Partnerships' financial
statements contained an explanatory paragraph relating to a going
concern issue concerning 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 1997. As of June 16,
1997, five of the Operating Partnerships have been granted one year
extensions. Management has requested one year extensions for the
remaining five Operating Partnerships, however, as of June 16, 1997,
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 not include any adjustments that
might result from the outcome of this uncertainty.
4. TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES OF
THE GENERAL PARTNERS
The general partners of the Partnership are CPCC and Irwin Jay Deutch.
The original limited partner of the Partnership is Westwood Associates
which partners are Irwin Jay Deutch and key employees of CPCC. Century
Pacific Placement Corporation (CPPC), an affiliate of the general
partners, served as the broker-dealer-manager for sales of the limited
partnership interests in the Partnership. Century Pacific Realty
Corporation (CPRC), an affiliate of CPCC, is a general partner in each
of the Operating Partnerships.
F-17
- --------------------------------------------------------------------------------
Page 27
<PAGE> 37
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
Notes To Financial Statements (Continued)
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.
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, 1997, 1996 and 1995 as follows:
<TABLE>
<CAPTION>
1997 1996 1995
--------------------------------------------------
<S> <C> <C> <C>
Fees and reimbursement from the Partnership:
Reimbursement for overhead allocated from
Century Pacific Investment Corporation
(CPIC) $ 60,000 $ 60,000 $ 60,000
Fees and reimbursement from the Operating
Partnerships
Supervisory management fee (CPCC and
CPRC) 152,115 152,115 152,115
Partnership management fee (CPCC and
CPRC) 355,688 353,266 351,492
------------------------------------------------------------------------------------------------------
507,803 505,381 503,607
------------------------------------------------------------------------------------------------------
$567,803 $565,381 $563,607
======================================================================================================
</TABLE>
At March 31, 1997 and 1996, payable to related parties consists of fees
and certain general and administrative costs accrued as payable by the
Partnership to the general partners and affiliates relating to the above
and prior year's amounts totalling $712,141 and $635,403, respectively.
Such fees and allocated costs have been deferred until the Partnership
has sufficient cash to pay them.
Receivable from related party of $15,549 at March 31, 1997 and 1996,
represents cash advances to several of the Operating Partnerships, and
the payment of state franchise taxes for CPHP III, IV, V, VIII, IX,
XVIII, XX, and XXII.
At March 31, 1997 and 1996, CPRC owed $62,455 and $59,755, respectively,
for non-interest bearing, demand cash advances to the Partnership.
F-18
- --------------------------------------------------------------------------------
Page 28
<PAGE> 38
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, 1997 and 1996, the Partnership had no outstanding advances due
to the general partners.
5. INVESTMENTS IN OPERATING PARTNERSHIPS
At March 31, 1997 and 1996, the Partnership owned limited partnership
interests in 21 Operating Partnerships, each of which has invested in a
multi-family rental property.
Investments in Operating Partnerships consist of the following:
<TABLE>
<CAPTION>
1997 1996
------------------------------------------
<S> <C> <C>
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 (18,445,678) (18,309,668)
-----------------------------------------------------------------------------------------------------
$ 394,391 $ 530,401
=====================================================================================================
</TABLE>
F-19
- --------------------------------------------------------------------------------
Page 29
<PAGE> 39
CENTURY PACIFIC HOUSING FUND-I
- --------------------------------------------------------------------------------
Notes To Financial Statements (Continued)
A summary of the combined balance sheet as of December 31, 1996 and 1995
and statements of operations of the aforementioned Operating
Partnerships for the years then ended follows:
<TABLE>
COMBINED BALANCE SHEET
<CAPTION>
ASSETS
1996 1995
--------------------------------------
<S> <C> <C>
Cash $ 696,441 $ 507,155
Reserve for replacements 2,404,825 2,697,845
Land and buildings 70,285,050 73,486,874
Other assets 3,158,994 $ 3,412,642
--------------------------------------------------------------------------------------------------------
$ 76,545,310 $ 80,104,516
========================================================================================================
<CAPTION>
LIABILITIES AND PARTNERS' DEFICIT
1996 1995
--------------------------------------
<S> <C> <C>
Notes payable $117,461,408 $112,793,239
Other liabilities 3,465,252 3,922,513
--------------------------------------------------------------------------------------------------------
120,926,660 116,715,752
Partners' deficit (44,381,350) (36,611,236)
--------------------------------------------------------------------------------------------------------
$ 76,545,310 $ 80,104,516
========================================================================================================
<CAPTION>
COMBINED STATEMENT OF OPERATIONS
1996 1995
--------------------------------------
<S> <C> <C>
REVENUES
Rental income $ 15,782,773 $ 15,021,821
Other income 484,683 322,854
--------------------------------------------------------------------------------------------------------
TOTAL REVENUES 16,267,456 15,344,675
--------------------------------------------------------------------------------------------------------
EXPENSES
Utilities 2,631,303 2,629,381
Repairs and maintenance 4,393,997 4,210,570
Management fees 1,228,089 1,194,622
Other operating expenses 5,466,104 1,371,859
Interest 5,860,931 9,348,495
Depreciation and amortization 4,370,272 4,199,930
--------------------------------------------------------------------------------------------------------
TOTAL EXPENSES 23,950,696 22,954,857
--------------------------------------------------------------------------------------------------------
NET LOSS $ (7,683,240) $ (7,610,182)
========================================================================================================
ALLOCATION OF LOSS
General partners and other limited partners $ (7,547,230) $ (7,433,393)
CPHF-I (136,010) (176,789)
--------------------------------------------------------------------------------------------------------
$ (7,683,240) $ (7,610,182)
========================================================================================================
</TABLE>
F-20
- --------------------------------------------------------------------------------
Page 30
<PAGE> 40
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 1997, where requested by an owner, for
an additional one year term at current rent levels. As of June 16,
1997, ten of the Operating Partnerships' Section 8 contracts are due to
expire during 1996, one year contract extensions have been granted for
five of the Operating Partnerships. The remaining five 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.
F-21
- --------------------------------------------------------------------------------
Page 31
<PAGE> 41
<TABLE>
Schedule III
------------
Page 1 of 2
CENTURY PACIFIC TAX CREDIT HOUSING FUND-I
- --------------------------------------------------------------------------------------------------------------------------
REAL ESTATE AND ACCUMULATED DEPRECIATION OF OPERATING
PARTNERSHIPS IN WHICH CPHF-I HAS LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 1996
<CAPTION>
INITIAL COST TO COST CAPITALIZED
OPERATING PARTNERSHIP SUBSEQUENT TO ACQUISITION
--------------------------------- -----------------------------
BUILDINGS AND BUILDINGS AND
DESCRIPTION<F1> ENCUMBRANCES<F2> LAND IMPROVEMENTS LAND IMPROVEMENTS
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Century Pacific Housing
Partnership I (CPHP-I) -
Charter House
Dothan, Alabama $ 2,359,400 $ 179,578 $ 1,918,124 $ -- $ 81,490
CPHP-II VOA/Sunset Park, Ltd. -
Sunset Park
Denver, Colorado 8,380,904 803,595 5,696,405 7,305 756,972
CPHP-III - Highland Park
Topeka, Kansas 9,992,890 434,475 6,465,525 251 519,452
CPHP-IV Forest Glen Estates
Kansas City, Missouri 5,947,495 427,519 4,469,134 292 254,403
CPHP-VI - Edgewood
Danville, Illinois 2,895,303 223,418 3,316,582 -- 250,555
CPHP-VII - Gulfway Terrace
New Orleans, Louisiana 6,124,648 270,343 5,429,657 237 300,741
CPHP-IX - Wind Ridge
Wichita, Kansas 3,889,026 169,514 3,330,486 146 571,424
CPHP-X Bergen Circle
Springfield, Massachusetts 14,032,329 925,439 11,335,561 767 1,077,704
CPHP-V - Jaycee Towers
Dayton, Ohio 7,435,974 599,719 5,096,481 -- 286,286
CPHP-VIII - Sunset Townhouses
Newton, Kansas 1,365,959 50,259 1,174,741 138 120,059
- --------------------------------------------------------------------------------------------------------------------------
BALANCE CARRIED
FORWARD 62,423,928 4,083,859 48,232,696 9,136 4,219,086
- --------------------------------------------------------------------------------------------------------------------------
<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<F1> LAND IMPROVEMENTS TOTAL IMPROVEMENTS CONSTRUCTION ACQUIRED COMPUTED
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Century Pacific Housing
Partnership I (CPHP-I) -
Charter House
Dothan, Alabama $ 179,577 $ 1,999,614 $ 2,179,191 $ 673,914 1972 12/87 27.5 years
CPHP-II VOA/Sunset Park, Ltd. -
Sunset Park
Denver, Colorado 810,900 6,453,377 7,264,277 2,221,728 1971 12/87 10 - 50 years
CPHP-III - Highland Park
Topeka, Kansas 434,726 6,984,977 7,419,703 3,047,143 1967 12/87 10 - 40 years
CPHP-IV Forest Glen Estates
Kansas City, Missouri 427,811 4,723,537 5,151,348 1,790,250 1971 12/87 40 years
CPHP-VI - Edgewood
Danville, Illinois 223,418 3,567,137 3,790,555 1,183,401 1970 12/87 27.5 years
CPHP-VII - Gulfway Terrace
New Orleans, Louisiana 270,580 5,730,398 6,000,978 2,179,168 1970 12/87 10 - 40 years
CPHP-IX - Wind Ridge
Wichita, Kansas 169,660 3,901,910 4,071,570 1,552,983 1969 12/87 10 - 40 years
CPHP-X Bergen Circle
Springfield, Massachusetts 926,206 12,413,265 13,339,471 4,209,093 1976 12/87 27.5 years
CPHP-V - Jaycee Towers
Dayton, Ohio 599,719 5,382,767 5,982,486 1,605,986 1970 10/98 27.5 years
CPHP-VIII - Sunset Townhouses
Newton, Kansas 50,397 1,291,010 1,345,197 480,972 1971 08/88 40 years
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE CARRIED
FORWARD 4,092,994 52,447,992 56,544,776 18,944,638
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to schedule
F-22
<PAGE> 42
<TABLE>
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
DECEMBER 31, 1996
<CAPTION>
INITIAL COST TO COST CAPITALIZED
OPERATING PARTNERSHIP SUBSEQUENT TO ACQUISITION
--------------------------------- -----------------------------
BUILDINGS AND BUILDINGS AND
DESCRIPTION<F1> ENCUMBRANCES<F2> LAND IMPROVEMENTS LAND IMPROVEMENTS
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE CARRIED
FORWARD $ 62,423,928 $4,083,859 $48,232,696 $ 9,136 $4,219,086
CPHP-XI Continental Terrace
Fort Worth, Texas 5,408,584 231,946 4,368,054 1,049 553,826
CPHP-XII - Yale Village
Houston, Texas 7,814,949 299,925 4,950,075 1,364 510,142
CPHP-XIII - Atlantis
Virginia Beach, Virginia 7,464,476 520,607 5,382,387 2,861 580,705
CPHP-XIV - Kings Row
Houston, Texas 4,949,930 193,458 3,586,542 947 704,376
CPHP-XV - Castle Gardens
Lubbock, Texas 4,051,377 161,989 3,106,011 821 568,946
CPHP-XVI - Rockwell Villa
Oklahoma City, Oklahoma 1,453,092 75,255 1,160,145 1,168 198,373
CPHP-XVII - London Square Village
Oklahoma City, Oklahoma 4,723,448 203,978 4,009,000 -- 669,706
CPHP-XVIII - Ascension Towers
Memphis, Tennessee 8,288,985 176,341 6,551,159 -- 606,214
Coleman Manor Associates Limited
Partnership - Coleman Manor
Baltimore, Maryland 2,337,050 61,281 3,384,621 -- 169,658
CPHP-XX - Holiday Heights
Fort Worth, Texas 2,792,366 202,445 1,942,864 -- 186,300
CPHP-XXII - Harriet Tubman
Terrace - Berkeley,
California 5,753,250 361,275 3,807,339 5,096 420,334
- --------------------------------------------------------------------------------------------------------------------------
$117,461,435 $6,572,359 $90,480,893 $22,442 $9,387,666
- --------------------------------------------------------------------------------------------------------------------------
<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<F1> LAND IMPROVEMENTS TOTAL IMPROVEMENTS CONSTRUCTION ACQUIRED COMPUTED
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE CARRIED
FORWARD $4,092,994 $52,447,992 $ 56,544,776 $18,944,638
CPHP-XI Continental Terrace
Fort Worth, Texas 232,995 4,921,880 5,154,875 1,907,625 1971 10/88 20 - 40 years
CPHP-XII - Yale Village
Houston, Texas 301,289 5,460,217 5,761,506 2,308,130 1970 08/88 20 - 40 yearw
CPHP-XIII - Atlantis
Virginia Beach, Virginia 523,468 5,963,092 6,486,560 2,225,201 1970 07/88 20 - 40 years
CPHP-XIV - Kings Row
Houston, Texas 194,405 4,290,918 4,485,323 1,666,678 1968 08/88 20 - 40 years
CPHP-XV - Castle Gardens
Lubbock, Texas 162,810 3,674,957 3,837,767 1,284,481 1971 07/88 15 - 40 years
CPHP-XVI - Rockwell Villa
Oklahoma City, Oklahoma 76,423 1,358,518 1,434,941 463,986 1970 07/88 27.5 years
CPHP-XVII - London Square Village
Oklahoma City, Oklahoma 203,978 4,678,706 4,882,684 1,819,582 1975 08/88 27.5 years
CPHP-XVIII - Ascension Towers
Memphis, Tennessee 176,341 7,157,373 7,333,714 2,361,832 1975 08/88 27.5 years
Coleman Manor Associates Limited
Partnership - Coleman Manor
Baltimore, Maryland 61,281 3,554,279 3,615,560 1,057,940 1903 05/88 27.5 years
CPHP-XX - Holiday Heights
Fort Worth, Texas 202,445 2,129,164 2,331,609 753,405 1972 10/88 32 years
CPHP-XXII - Harriet Tubman
Terrace - Berkeley,
California 366,372 4,227,673 4,594,045 1,384,812 1975 08/88 27.5 years
- ------------------------------------------------------------------------------------------------------------------------------------
$6,594,801 $99,864,769 $106,463,360 $36,178,310
====================================================================================================================================
</TABLE>
See notes to schedule
F-23
<PAGE> 43
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, 1996
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
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CPHP-I Charter House $ 957,975 $ 1,401,425 $ -- $ -- $ 2,359,400
CPHP-II VOA/Sunset Park,
Ltd. Sunset Park 2,597,872 5,105,400 -- 677,632 8,380,904
CPHP-III Highland Park 1,309,024 8,149,865 -- 534,001 9,992,890
CPHP-IV Forest Glen
Estates 2,064,790 3,589,605 -- 293,100 5,947,495
CPHP-V Jaycee Towers 2,562,358 4,324,303 -- 549,313 7,435,974
CPHP-VI Edgewood 2,042,829 771,409 -- 81,065 2,895,303
CPHP-VII Gulfway Terrace 2,802,234 2,780,257 -- 542,157 6,124,648
CPHP-VIII
Sunset Townhouses 631,441 671,406 -- 63,112 1,365,959
CPHP-IX Wind Ridge 1,448,551 2,263,595 -- 176,880 3,889,026
CPHP-X Bergen Circle 6,211,139 7,335,395 -- 485,795 14,032,329
CPHP-XI Continental Terrace 2,169,738 2,899,330 -- 339,516 5,408,584
CPHP-XII Yale Village 2,544,817 3,283,048 -- 1,987,084 7,814,949
CPHP-XIII Atlantis 2,229,942 5,020,522 -- 214,012 7,464,476
CPHP-XIV Kings Row 1,483,793 3,040,713 -- 425,397 4,949,903
CPHP-XV Castle Gardens 1,514,701 2,307,240 -- 229,436 4,051,377
CPHP-XVI Rockwell Villa 560,912 775,738 -- 116,442 1,453,092
CPHP-XVII London Square
Village 2,302,652 1,927,710 -- 493,086 4,723,448
CPHP-XVIII Ascension Towers 3,299,001 4,704,895 -- 285,089 8,288,985
Coleman Manor Associates
Limited Partnership
Coleman Manor 2,160,646 -- -- 176,404 2,337,050
CPHP-XX Holiday Heights 936,489 1,756,102 -- 99,775 2,792,366
CPHP-XXII Harriet Tubman
Terrace 1,466,922 3,909,741 221,500 155,087 5,753,250
- --------------------------------------------------------------------------------------------------------------------------
$43,297,826 $66,017,699 $221,500 $7,924,383 $117,461,408
==========================================================================================================================
</TABLE>
F-24
<PAGE> 44
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 - CONTINUED
DECEMBER 31, 1996
NOTE 3 - RECONCILIATION OF REAL ESTATE AND ACCUMULATED DEPRECIATION
- -------------------------------------------------------------------
<TABLE>
<CAPTION>
ACCUMULATED
COST DEPRECIATION
----------------------------------------
<S> <C> <C>
Balance at December 31, 1993 $104,311,398 $23,604,896
Additions during year:
Improvements 354,837 --
Depreciation -- 4,200,321
---------------- ---------------
Balance at December 31, 1994 104,666,235 27,805,217
Additions during year:
Improvements 825,786 --
Depreciation -- 4,199,930
Disposals (99,272) (99,272)
---------------- ---------------
Balance at December 31, 1995 105,392,749 31,905,875
Additions during year:
Improvements 1,168,448 --
Depreciation -- 4,370,272
Disposals (97,837) (97,837)
---------------- ---------------
$106,463,360 $36,178,310
================ ===============
</TABLE>
F-25
<PAGE> 45
<TABLE>
CENTURY PACIFIC HOUSING FUND-I
- ----------------------------------------------------------------------------------------------------------------------------
MORTGAGE LOANS ON REAL ESTATE OF OPERATING
PARTNERSHIPS IN WHICH CPHF-I HAS
LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 1996
<CAPTION>
Schedule IV
-----------
MONTHLY
PAYMENTS ORIGINAL
FINAL TO MATURITY FACE CARRYING
INTEREST MATURITY (NET OF HUD AMOUNT OF AMOUNT OF
DESCRIPTION<F1> RATE DATE SUBSIDY) MORTGAGE MORTGAGE<F2>
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
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 $ 957,975
CPHP-II
VOA/Sunset Park, Ltd.
Sunset Park November
Denver, Colorado 7% 2014 8,592 4,859,300 2,597,872
CPHP-III
Highland Park December
Topeka, Kansas 3% 2008 10,835 2,914,500 1,309,024
CPHP-IV
Forest Glen Estates
Kansas City, Kansas 7.5% April 2013 6,582 2,787,000 2,064,790
CPHP-VI 3% plus
Edgewood treasury
Danville, Illinois bill rate March 2013 18,155 2,360,000 2,042,829
CPHP-VII
Gulfway Terrace
New Orleans, Louisiana 7% June 2015 13,576 3,616,200 2,802,234
CPHP-IX
Wind Ridge November
Wichita, Kansas 8.5% 2010 4,544 2,010,900 1,448,551
CPHP-X
Bergen Circle
Springfield, Massachusetts 6.92% March 2018 24,646 7,381,100 6,211,139
CPHP-V
Jaycee Towers September
Dayton, Ohio 8.5% 2012 7,387 3,361,200 2,562,358
CPHP-VIII
Sunset Townhouses September
Newton, Kansas 8.5% 2012 1,819 828,300 631,441
- ----------------------------------------------------------------------------------------------------------------------------
BALANCE BROUGHT FORWARD 104,374 31,444,200 22,628,213
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
F-26
<PAGE> 46
<TABLE>
CENTURY PACIFIC HOUSING FUND-I
- ----------------------------------------------------------------------------------------------------------------------------
MORTGAGE LOANS ON REAL ESTATE OF OPERATING
PARTNERSHIPS IN WHICH CPHF-I HAS
LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 1996
<CAPTION>
Schedule IV
-----------
MONTHLY
PAYMENTS ORIGINAL
FINAL TO MATURITY FACE CARRYING
INTEREST MATURITY (NET OF HUD AMOUNT OF AMOUNT OF
DESCRIPTION<F1> RATE DATE SUBSIDY) MORTGAGE MORTGAGE<F2>
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE BROUGHT FORWARD $104,374 $31,444,200 $22,628,213
CPHP-XI
Continental Terrace
Fort Worth, Texas 7% March 2013 18,659 3,002,600 2,169,738
CPHP-XII
Yale Village
Houston, Texas 7% June 2015 12,400 3,363,300 2,544,817
CPHP-XIII
Atlantis
Virginia Beach, Virginia 8.5% March 2012 7,200 2,946,500 2,229,942
CPHP-XIV
Kings Row
Houston, Texas 7.05% August 2011 13,925 2,116,000 1,483,793
CPHP-XV
Castle Gardens
Lubbock, Texas 8.5% June 2015 14,353 1,949,900 1,514,701
CPHP-XVI
Rockwell Villa September
Oklahoma City, Oklahoma 7% 2013 1,922 812,700 560,912
CPHP-XVII
London Square Village
Oklahoma City, Oklahoma 7.5% June 2012 7,787 3,153,900 2,302,652
CPHP-XVIII
Ascension Towers
Memphis, Tennessee 7% May 2015 9,506 4,290,000 3,299,001
Coleman Manor Associates
Limited Partnership
Coleman Manor
Baltimore, Maryland 10.0% July 2029 12,545 2,365,000 2,160,646
CPHP-XX
Holiday Heights
Fort Worth, Texas 7% April 2014 2,787 1,252,700 936,489
CPHP-XXII
Harriet Tubman Terrace
Berkeley, California 7% October 2015 4,155 1,882,700 1,466,922
- ----------------------------------------------------------------------------------------------------------------------------
$209,613 $58,579,500 $43,297,826
============================================================================================================================
</TABLE>
See notes to schedule
F-27
<PAGE> 47
<TABLE>
CENTURY PACIFIC HOUSING FUND-I
- ----------------------------------------------------------------------------------------------------------------------------
MORTGAGE LOANS ON REAL ESTATE OF OPERATING
PARTNERSHIPS IN WHICH CPHF-I HAS
LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 1996
<CAPTION>
Schedule IV
-----------
MONTHLY
PAYMENTS ORIGINAL
FINAL TO MATURITY FACE CARRYING
INTEREST MATURITY (NET OF HUD AMOUNT OF AMOUNT OF
DESCRIPTION<F1> RATE DATE SUBSIDY) MORTGAGE MORTGAGE<F2>
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Residual notes (second mortgages):
Century Pacific Housing
Partnership-I (CPHP-I)
Charter House December
Dothan, Alabama <F1> 2002 <F1> $ 781,581 $ 1,401,425
CPHP-II
VOA/Sunset Park, Ltd.
Sunset Park December
Denver, Colorado <F1> 2002 <F1> 2,462,936 5,105,400
CPHP-III
Highland Park December
Topeka, Kansas <F1> 2002 <F1> 3,936,695 8,149,865
CPHP-IV
Forest Glen Estates December
Kansas City, Kansas <F1> 2002 <F1> 1,733,923 3,589,605
CPHP-VI
Edgewood December
Danville, Illinois <F1> 2002 <F1> 415,192 771,409
CPHP-VII
Gulfway Terrace December
New Orleans, Louisiana <F1> 2002 <F1> 1,255,000 2,780,257
CPHP-IX
Wind Ridge December
Wichita, Kansas <F1> 2003 <F1> 1,053,084 2,263,595
CPHP-X
Bergen Circle
Springfield, Massachusetts <F1> July 2013 <F1> 3,547,072 7,335,395
CPHP-V
Jaycee Towers
Dayton, Ohio <F1> October 2005 <F1> 2,245,673 4,324,303
CPHP-VIII
Sunset Townhouses
Newton, Kansas <F1> August 2003 <F1> 341,229 671,406
- ----------------------------------------------------------------------------------------------------------------------------
BALANCE BROUGHT FORWARD 17,772,385 36,392,660
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
F-28
<PAGE> 48
<TABLE>
CENTURY PACIFIC HOUSING FUND-I
- ----------------------------------------------------------------------------------------------------------------------------
MORTGAGE LOANS ON REAL ESTATE OF OPERATING
PARTNERSHIPS IN WHICH CPHF-I HAS
LIMITED PARTNERSHIP INTERESTS
DECEMBER 31, 1996
<CAPTION>
Schedule IV
-----------
MONTHLY
PAYMENTS ORIGINAL
FINAL TO MATURITY FACE CARRYING
INTEREST MATURITY (NET OF HUD AMOUNT OF AMOUNT OF
DESCRIPTION<F1> RATE DATE SUBSIDY) MORTGAGE MORTGAGE<F2>
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE BROUGHT
FORWARD $17,772,385 $36,392,660
CPHP-XI
Continental Terrace
Fort Worth, Texas <F1> October 2003 <F1> 1,595,364 2,899,330
CPHP-XII
Yale Village
Houston, Texas <F1> August 2003 <F1> 1,255,000 3,283,048
CPHP-XIII
Atlantis
Virginia Beach, Virginia <F1> July 2003 <F1> 2,552,584 5,020,522
CPHP-XIV
Kings Row
Houston, Texas <F1> August 2003 <F1> 1,537,518 3,040,713
CPHP-XV
Castle Gardens
Lubbock, Texas <F1> July 2003 <F1> 1,160,247 2,307,240
CPHP-XVI
Rockwell Villa
Oklahoma City, Oklahoma <F1> July 2003 <F1> 398,629 775,738
CPHP-XVII
London Square Village
Oklahoma City, Oklahoma <F1> July 2003 <F1> 979,071 1,927,710
CPHP-XVIII
Ascension Towers
Memphis, Tennessee <F1> August 2003 <F1> 2,404,667 4,704,895
CPHP-XX
Holiday Heights
Fort Worth, Texas <F1> October 2004 <F1> 909,472 1,756,102
CPHP-XXII
Harriet Tubman Terrace December
Berkeley, California <F1> 2003 <F1> 2,036,000 3,909,741
- ----------------------------------------------------------------------------------------------------------------------------
$32,600,937 $66,017,699
============================================================================================================================
</TABLE>
See notes to schedule
F-29
<PAGE> 49
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, 1996
NOTE 1 - DESCRIPTION
-----------
Each Operating Partnership has invested in a Property. The Operating
Partnerships assumed mortgage loan obligations from the sellers of the
properties, and with the exception of two mortgages, all mortgage loan
obligations are insured by the United States Department of Housing and
Urban Development. All mortgages are secured by the land and buildings
of the properties.
In addition, the Operating Partnerships issued residual notes to the
sellers of the properties as partial consideration. The notes bear
interest at the minimum long-term federal rate as announced from
time-to-time pursuant to Section 1274 of the Internal Revenue Code,
provided that such rate shall not be less than 7% nor greater than 15%.
The notes are secured by the land and buildings of the properties. The
notes are repayable out of future cash available for distribution and
unpaid principal and interest are due at maturity.
NOTE 2 - RECONCILIATION OF MORTGAGES AND RESIDUAL NOTES
----------------------------------------------
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31, 1996
----------------------------------------
MORTGAGE RESIDUAL
LOANS NOTES
----------------------------------------
<S> <C> <C>
Balance at December 31, 1993 $46,773,768 $52,171,880
Additions during year:
Accrued interest -- 4,232,506
Deductions during year:
Payments (1,071,197) --
- --------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1994 45,702,571 56,404,386
Additions during year:
Accrued interest -- 4,571,877
Deductions during year:
Payments (1,162,519) --
- --------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1995 44,540,052 60,976,263
Additions during year:
Accrued interest -- 5,041,436
Deductions during year:
Payments (1,242,226) --
- --------------------------------------------------------------------------------------------------------------------
$43,297,826 $66,017,699
====================================================================================================================
</TABLE>
F-30
<PAGE> 50
[letterhead of RBG & Co.]
INDEPENDENT AUDITORS' REPORT
To The Partners
Coleman Manor Associates Limited
Partnership
We have audited the accompanying balance sheet of Coleman Manor Associates
Limited Partnership, Project No. 052-35464, a limited partnership, as of
December 31, 1996 and the related statements of profit and loss, partners'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Coleman Manor Associates
Limited Partnership of December 31, 1996 and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles.
In accordance with Government Auditing Standards, we have also issued a report
dated February 4, 1997 on our consideration of Coleman Manor Associates
Limited Partnership's internal control structure and a report dated February
4, 1997 on its compliance with laws and regulations.
The accompanying supplementary information (shown on pages 13 to 19) is
presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the financial statements and, in
our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ Rubin, Brown, Gornstein & Co. LLP
February 4, 1997
<PAGE> 51
CERTIFICATION BY CPA
I, Lawrence E. Rubin, am a CPA and have responsibility for the audit services
performed in the accompanying report and I certify that these services have
been performed in compliance with state law and HUD requirements.
/s/ Lawrence E. Rubin CPA
-------------------------------------------------------
Signature Date
Any questions related to this audit or report can be directed to:
Lawrence E. Rubin, CPA
Rubin, Brown, Gornstein & Co. LLP
230 S. Bemiston
Clayton, Missouri 63105
(314) 727-8150
Federal I.D. #43-0765316
<PAGE> 52
<TABLE>
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
HUD PROJECT NO.: 052-35464
- -------------------------------------------------------------------------------------------------------------------
BALANCE SHEET
PAGE 1 OF 2
DECEMBER 31, 1996
<CAPTION>
ASSETS
<S> <C> <C>
CURRENT ASSETS
1120 Cash in bank $ 24,296
1130 Tenants' accounts receivable (Schedule) 2
1141 Accounts receivable HABC 798
------------
TOTAL CURRENT ASSETS $ 25,096
DEPOSITS HELD IN TRUST - FUNDED
1191 Tenants' security deposits 6,900
PREPAID EXPENSES
1240 Property insurance 3,665
1250 Mortgage insurance 4,219
1270 Real estate taxes 18,360
------------
TOTAL PREPAID EXPENSES 26,244
RESTRICTED DEPOSITS AND FUNDED RESERVES
1310 Mortgage escrow deposits (Schedule) 18,250
1320 Replacement reserve (Schedule) 46,334
1350 Miscellaneous escrows 150
------------
TOTAL DEPOSITS 64,734
FIXED ASSETS (NOTE 2)
1410 Land 61,281
1420 Buildings and improvements 3,426,317
1460 Furnishings 118,634
------------
TOTAL FIXED ASSETS (SCHEDULE) 3,606,232
Less: Accumulated depreciation 1,057,940
------------
2,548,292
OTHER ASSETS
1901 Mortgage costs, less accumulated
amortization $37,793 108,544
1902 Compliance monitoring fees, less accumulated
amortization of $24,444 20,915
------------
TOTAL OTHER ASSETS 129,459
------------
TOTAL ASSETS $2,800,725
============
</TABLE>
- --------------------------------------------------------------------------------
See the accompanying notes to financial statements. Page 2
<PAGE> 53
<TABLE>
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
HUD PROJECT NO.: 052-35464
- -------------------------------------------------------------------------------------------------------------------
BALANCE SHEET
PAGE 2 OF 2
DECEMBER 31, 1996
<CAPTION>
LIABILITIES
<S> <C> <C>
CURRENT LIABILITIES
2110 Accounts payable $ 21,964
2120 Accrued wages payable 2,999
2130 Accrued interest payable - mortgage 15,381
2190 Management fee payable 2,190
2320 Mortgages payable - current portion 7,692
------------
TOTAL CURRENT LIABILITIES $ 50,226
DEPOSIT AND PREPAYMENT LIABILITIES
2191 Tenants' security deposits 6,664
2210 Rent deferred credits 2,306
------------
TOTAL DEPOSIT AND PREPAYMENT LIABILITIES 8,970
LONG-TERM LIABILITIES
2194 Asset and supervisory management fee payable (Note 4) 136,404
2320 Mortgage payable (Note 2) 1,444,779
Less: Current portion (6,351)
2321 Second mortgage payable, net of current maturities (Note 2) 715,867
Less: Current portion (1,341)
2340 Subordinate purchase money mortgage payable (Note 2) 40,000
------------
TOTAL LONG-TERM LIABILITIES 2,329,358
------------
TOTAL LIABILITIES 2,388,554
PARTNERS' EQUITY
3130 Partners' equity 412,171
------------
TOTAL LIABILITIES AND PARTNERS' EQUITY $2,800,725
============
</TABLE>
- --------------------------------------------------------------------------------
See the accompanying notes to financial statements. Page 3
<PAGE> 54
<TABLE>
<CAPTION>
<S>
U.S. DEPARTMENT OF HOUSING
STATEMENT OF AND URBAN DEVELOPMENT [LOGO]
PROFIT AND LOSS Office of Housing
Federal Housing Commissioner OMB Approval No. 2502-0052 (exp. 1/31/95)
Public Reporting Burden for this collection of information is estimated to
average 1.0 hours per response, including the time for reviewing
instructions, searching existing data sources, gathering and maintaining the
data needed, and completing and reviewing the collection of information. Send
comments regarding this burden estimate or any other aspect of this collection
of information, including suggestions for reducing this burden, to the Reports
Management Officer, Office of Information Policies and Systems, U.S. Department
of Housing and Urban Development, Washington, D.C. 20410-3600 and to the Office
of Management and Budget, Paperwork Reduction Project (2502-0052), Washington,
D.C. 20503. Do not send this completed form to either of these addresses.
<S> <C> <C> <C>
For Month/Period Project Number: Project Name:
Beginning: Ending:
January 1, 1996 December 31, 1996 052-35412 Coleman Manor Associates Limited Partnership
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
PART 1 DESCRIPTION OF ACCOUNT ACCT. NO. AMOUNT<F*>
- -------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
Apartments or Member Carrying Charges (Coops) 5120 $ 41,334
Tenant Assistance Payments 5121 $323,988
RENTAL Furniture and Equipment 5130 $
INCOME Stores and Commercial 5140 $
5100 Garage and Parking Spaces 5170 $
Flexible Subsidy Income 5180 $
Miscellaneous (specify) 5190 $
-------------------------------------------------------------------------------------------------
TOTAL RENT REVENUE Potential at 100% Occupancy $365,322
- -------------------------------------------------------------------------------------------------------------------
Apartments 5220 $ (3,317)
Furniture and Equipment 5230 $
VACANCIES Stores and Commercial 5240 $
5200 Garage and Parking Spaces 5270 $
Miscellaneous (specify) 5290 $
-------------------------------------------------------------------------------------------------
TOTAL VACANCIES (3,317)
-------------------------------------------------------------------------------------------------
NET RENTAL REVENUE Rent Revenue Less Vacancies $362,005
- -------------------------------------------------------------------------------------------------------------------
ELDERLY AND CONGREGATE SERVICES INCOME -- 5300
TOTAL SERVICE INCOME (Schedule Attached) 5300 $ $
- -------------------------------------------------------------------------------------------------------------------
Interest Income-Project Operations 5410 $ 949
FINANCIAL Income from Investments-Residual Receipts 5430 $
REVENUE Income from Investments-Reserve for Replacement 5440 $ 692
5400 Income from Investments-Miscellaneous 5490 $
-------------------------------------------------------------------------------------------------
TOTAL FINANCIAL REVENUE $ 1,641
- -------------------------------------------------------------------------------------------------------------------
Laundry and Vending 5910 $ 1,509
NSF and Late Charges 5920 $ 25
OTHER Damages and Cleaning Fees 5930 $ 600
REVENUE Forfeited Tenant Security Deposits 5940 $
5900 Other Revenue (specify) Miscellaneous 5990 $ 741
-------------------------------------------------------------------------------------------------
TOTAL OTHER REVENUE $ 2,875
-------------------------------------------------------------------------------------------------
TOTAL REVENUE $366,521
- -------------------------------------------------------------------------------------------------------------------
Advertising 6210 $
Other Administrative Expense 6250 $
Office Salaries 6310 $ 15,186
Office Supplies 6311 $ 1,059
Office or Model Apartment Rent 6312 $
ADMINISTRATIVE Management Fee 6320 $ 21,339
EXPENSES Manager or Superintendent Salaries 6330 $
6200/6300 Manager or Superintendent Rent Free Unit 6331 $ 7,275
Legal Expenses (Project) 6340 $
Auditing Expenses (Project) 6350 $ 5,942
Bookkeeping Fees/Accounting Services 6351 $ 5,700
Telephone and Answering Service 6360 $ 3,930
Bad Debts 6370 $ 495
Miscellaneous Administrative Expenses 6390 $ 2,376
-------------------------------------------------------------------------------------------------
TOTAL ADMINISTRATIVE EXPENSES $ 63,302
- -------------------------------------------------------------------------------------------------------------------
Fuel Oil/Coal 6420 $
UTILITIES Electricity (Light and Misc. Power) 6450 $ 9,323
EXPENSE Water 6451 $ 1,216
6400 Gas 6452 $
Sewer 6453 $ 2,616
-------------------------------------------------------------------------------------------------
TOTAL UTILITIES EXPENSE $ 13,155
-------------------------------------------------------------------------------------------------
TOTAL EXPENSES (CARRY FORWARD TO PAGE 2) $ 76,457
- -------------------------------------------------------------------------------------------------------------------
<FN>
<F*> All amounts must be rounded to the nearest dollar; $.50 and Page 1 of 2 form HUD-92410 (7/91)
over, round up--$.49 and below, round down. ref Handbook 4370.2
- --------------------------------------------------------------------------------
See the accompanying notes to financial statements. Page 4
<PAGE> 55
<CAPTION>
Project Name: Coleman Manor Associates Limited Partnership
- -------------------------------------------------------------------------------------------------------------------
BALANCE CARRIED FORWARD $ 76,457
- -------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
Janitor and Cleaning Payroll 6510 $
Janitor and Cleaning Supplies 6515 $ 1,511
Janitor and Cleaning Contract 6517 $ 1,781
Exterminating Payroll/Contract 6519 $ 1,998
Exterminating Supplies 6520 $
Garbage and Trash Removal 6525 $ 1,980
Security Payroll/Contract 6530 $
Grounds Payroll 6535 $
Grounds Supplies 6536 $
OPERATING AND Grounds Contract 6537 $ 732
MAINTENANCE Repairs Payroll 6540 $ 24,733
EXPENSES Repairs Material 6541 $
6500 Repairs Contract 6542 $ 20,189
Elevator Maintenance/Contract 6545 $ 1,924
Heating/Cooling Repairs and Maintenance 6546 $
Swimming Pool Maintenance/Contract 6547 $
Snow Removal 6548 $ 849
Decorating Payroll/Contract 6560 $
Decorating Supplies 6561 $ 1,229
Other 6570 $ 267
Miscellaneous Operating & Maintenance Expenses 6590 $ 1,155
-------------------------------------------------------------------------------------------------
TOTAL OPERATING & MAINTENANCE EXPENSES $ 58,348
- -------------------------------------------------------------------------------------------------------------------
Real Estate Taxes 6710 $ 36,720
Payroll Taxes (FICA) 6711 $ 3,112
Miscellaneous Taxes, Licenses and Permits 6719 $ 1,340
TAXES Property and Liability Insurance (Hazard) 6720 $ 6,560
AND Fidelity Bond Insurance 6721 $
INSURANCE Workmen's Compensation 6722 $ 766
6700 Health Insurance & Other Employee Benefits 6723 $ 3,393
Other Insurance (specify) 6729 $
-------------------------------------------------------------------------------------------------
TOTAL TAXES AND INSURANCE $ 51,891
- -------------------------------------------------------------------------------------------------------------------
Interest on Bonds Payable 6810 $
Interest on Mortgage Payable 6820 $152,107
FINANCIAL Interest on Notes Payable (Long-Term) 6830 $
EXPENSES Interest on Notes Payable (Short-Term) 6840 $
6800 Mortgage Insurance Premium/Service Charge 6850 $ 7,249
Miscellaneous Financial Expenses (Amortization of loan
and credit fee costs) 6890 $ 6,580
-------------------------------------------------------------------------------------------------
TOTAL FINANCIAL EXPENSES $ 165,936
- -------------------------------------------------------------------------------------------------------------------
ELDERLY & Total Service Expenses--Schedule Attached 6900 $
CONGREGATE TOTAL COST OF OPERATIONS BEFORE DEPRECIATION $ 352,632
SERVICE PROFIT (LOSS) BEFORE DEPRECIATION $ 13,889
EXPENSES Depreciation (Total) -- 6600 (specify) 6600 $ 132,925
6900 -------------------------------------------------------------------------------------------------
OPERATING PROFIT OR (LOSS) $(119,036)
- -------------------------------------------------------------------------------------------------------------------
CORPORATE OR Officer Salaries 7110 $
MORTGAGOR Legal Expenses (Entity) 7120 $
ENTITY Taxes (Federal-State-Entity) 7130-32 $
EXPENSES Other Expenses (Entity) (Schedule) 7190 $ 19,750
7100 -------------------------------------------------------------------------------------------------
TOTAL CORPORATE EXPENSES $ 19,750
-------------------------------------------------------------------------------------------------
NET PROFIT OR (LOSS) $(138,786)
- -------------------------------------------------------------------------------------------------------------------
<S>
WARNING: HUD will prosecute false claims and statements. Conviction
may result in criminal and/or civil penalties. (18 U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 3802)
</TABLE>
MISCELLANEOUS OR OTHER INCOME AND EXPENSE SUB-ACCOUNT GROUPS. If
miscellaneous or other income and/or expense sub-accounts (5190, 5290, 5490,
5990, 6390, 6590, 6729, 6890 and 7190) exceed the Account Groupings by 10% or
more, attach a separate schedule describing or explaining the miscellaneous
income or expense.
<TABLE>
<CAPTION>
PART II
<C> <S> <C>
1. Total principal payments REQUIRED under the mortgage, even if payments under a Workout Agreement
are less or more than those required under the mortgage. $7,077
2. Replacement Reserve deposits REQUIRED by the Regulatory Agreement or Amendments thereto, even if
payments may be temporarily suspended or waived. $5,910
3. Replacement or Painting Reserve releases which are included as expense items on this Profit and
Loss Statement. $ None
4. Project Improvement Reserve Releases under the Flexible Subsidy Program that are included as
expense items on this Profit and Loss Statement. $ N/A
</TABLE>
Page 2 of 2 form HUD-92410 (7/91)
- --------------------------------------------------------------------------------
See the accompanying notes to financial statements. Page 5
<PAGE> 56
<TABLE>
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
HUD PROJECT NO.: 052-35464
- --------------------------------------------------------------------------------
SCHEDULE OF OTHER MORTAGAGOR ENTITY EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1996
<S> <C>
Asset and supervisory management fee $19,750
===========
</TABLE>
$3,000 of the above expense was paid with project funds and $1,766 with surplus
cash (see page 8).
- --------------------------------------------------------------------------------
See the accompanying notes to financial statements. Page 5a
<PAGE> 57
<TABLE>
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
HUD PROJECT NO.: 052-35464
- --------------------------------------------------------------------------------
STATEMENT OF PARTNERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1996
<S> <C>
Beginning Of Year $ 550,957
Deduct
Net loss (138,786)
-------------
End Of Year $ 412,171
=============
</TABLE>
- --------------------------------------------------------------------------------
See the accompanying notes to financial statements. Page 6
<PAGE> 58
<TABLE>
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
HUD PROJECT NO.: 052-35464
- ---------------------------------------------------------------------------------------------------------------------
STATEMENT OF CASH FLOWS
PAGE 1 OF 2
FOR THE YEAR ENDED DECEMBER 31, 1996
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Revenues:
Rental receipts $361,917
Interest receipts 1,641
Other receipts 2,875
------------
$366,433
Expenses:
Administrative expenses 40,819
Management fees 19,149
Utilities expense 12,085
Operating and maintenance expenses 59,207
Taxes - real estate 36,720
Taxes - other 3,112
Insurance 10,129
Interest on mortgage note 151,966
Mortgage insurance 7,233
------------
340,420
------------
26,013
Other:
Tenants' security deposits - funded (31)
Tenants' security deposits (205)
------------
(236)
------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 25,777
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for additions to furnishings (6,600)
Increase in replacement reserve (6,642)
Increase in mortgage escrow deposits (1,363)
------------
NET CASH USED IN INVESTING ACTIVITIES (14,605)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgage payable (7,077)
Net entity applications (Schedule) (4,766)
------------
NET CASH USED IN FINANCIAL ACTIVITIES (11,843)
------------
NET DECREASE IN CASH (671)
CASH - BEGINNING OF YEAR 24,967
------------
CASH - END OF YEAR $ 24,296
============
</TABLE>
- --------------------------------------------------------------------------------
See the accompanying notes to financial statements. Page 7
<PAGE> 59
<TABLE>
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
HUD PROJECT NO.: 052-35464
- --------------------------------------------------------------------------------------------------
STATEMENT OF CASH FLOWS
PAGE 2 OF 2
FOR THE YEAR ENDED DECEMBER 31, 1996
<S> <C>
RECONCILIATION OF NET LOSS TO NET CASH PROVIDED
BY OPERATING ACTIVITIES
Net loss $(138,786)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 139,505
Other entity expenses 19,750
Change in assets and liabilities:
Increase in accounts receivable (8)
Decrease in prepaid expenses 1,946
Increase in tenants' security deposits - funded (205)
Increase in accounts payable and accrued expenses 3,686
Decrease in tenants' security deposits (31)
Decrease in prepaid rents (80)
-------------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 25,777
=============
SCHEDULE OF ENTITY APPLICATIONS OF FUNDS
Asset and supervisory management fee $ 4,766
=============
</TABLE>
- --------------------------------------------------------------------------------
See the accompanying notes to financial statements. Page 8
<PAGE> 60
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
HUD PROJECT NO.: 052-35464
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Partnership was formed as a limited partnership under the laws of
the State of Maryland on May 16, 1988, for the purpose of acquiring .723
acres of land in Baltimore City, Maryland, for the purpose of
constructing and operating a rental housing project under Section
221(d)(4) of the National Housing Act. The project consists of 50
one-bedroom units designated for the elderly. Cash distributions are
limited by agreements between the Partnership and HUD to the extent of
"surplus cash" as defined by HUD. There was no "surplus cash" as of
December 31, 1996.
The following significant accounting policies have been followed in the
preparation of the financial statements:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reported
period. Actual results could differ from those estimates.
Rental property is carried at cost. Depreciation is provided for
in amounts sufficient to relate the cost of depreciable assets to
operations over their estimated service lives using accelerated
methods.
The replacement reserve can only be used for improvements to
buildings upon prior approval of HUD.
Deferred loan costs consist of fees for obtaining the HUD insured
mortgage loan and are being amortized using the straight-line
method over the life of the mortgage loan.
The low income credit application fee and the low income credit
compliance fee are being amortized over 15 years, the term of the
credit compliance period.
Income or loss of the Partnership is allocated 2% to the general
partners and 98% to the limited partners. No income tax provision has
been included in the financial statements since income or loss of the
Partnership is required to be reported by the partners on their
respective income tax returns.
- --------------------------------------------------------------------------------
Page 9
<PAGE> 61
COLEMAN MANOR ASSOCIATES LIMITED
PARTNERSHIP
- --------------------------------------------------------------------------------
Notes To Financial Statements (Continued)
2. MORTGAGES PAYABLE
Permanent financing of the project has been provided by three mortgages.
The related notes are nonrecourse and are secured by the Partnership's
real estate.
The first mortgage is insured by the Federal Housing Administration
(FHA) and collateralized by a deed of trust on the rental property. The
mortgage bears interest at the rate of 10%. Principal and interest are
payable by the Partnership in monthly installments of $12,545 through
maturity in July 2029.
Under agreements with the mortgage lender and FHA, the Partnership is
required to make monthly escrow deposits for taxes, insurance and
replacement of project assets, and is subject to restrictions as to
operating policies, rental charges, operating expenditures and
distributions to partners.
The liability of the Partnership under the mortgage note is limited to
the underlying value of the real estate collateral plus other amounts
deposited with the lender.
SUBORDINATED MORTGAGE PAYABLE
The second mortgage, a variable interest loan through Community
Development Administration (CDA) of Maryland, is serviced by Bogman,
Inc. The note matures on July 1, 2029 and is payable as follows:
1. Beginning August 1, 1990, fifteen annual payments of $8,500 are
due, which includes interest at 1% per annum.
2. Beginning August 1, 2005, annual payments are due including
interest at 10%, in an amount sufficient to amortize the principal
balance over the remaining term of the loan.
SUBORDINATED PURCHASE MONEY MORTGAGE PAYABLE
This mortgage is with the Mayor and City Council of Baltimore and is
non-interest bearing. The full balance is due on September 1, 2029.
- --------------------------------------------------------------------------------
Page 10
<PAGE> 62
COLEMAN MANOR ASSOCIATES LIMITED
PARTNERSHIP
- --------------------------------------------------------------------------------
Notes To Financial Statements (Continued)
Aggregate maturities of the mortgages payable for the five years
following December 31, 1996 are as follows:
<TABLE>
<CAPTION>
YEAR AMOUNT
-----------------------------------------
<S> <C>
1997 $ 7,692
1998 8,372
1999 9,119
2000 9,945
2001 10,855
Thereafter 2,154,663
-----------------------------------------
$2,200,646
=========================================
</TABLE>
3. STATEMENT OF CASH FLOWS
Accounting policy: The Partnership considers all temporary cash
investments as cash equivalents. These temporary cash investments are
securities held for cash management purposes, having maturities of three
months or less.
Noncash transactions: The Partnership purchased additional furnishings
amounting to $25,580. Of this amount, $18,980 is included in accounts
payable as of December 31, 1996.
4. RELATED PARTY TRANSACTIONS
ASSET AND SUPERVISORY MANAGEMENT FEE
The project has a management agreement with the supervising general
partner which requires a fee of $19,750 annually. The first portion of
the fee ($3,000) is to be paid out of operations. The second portion
($5,000) is to be paid out of surplus cash (as defined by HUD). The
remaining balance and any unpaid portions of the above may be paid out
of capital transactions. As of December 31, 1996, $136,404 of this fee
remains unpaid.
INCENTIVE MANAGEMENT FEE
The project has an incentive management agreement with the managing
general partner. The fee is to be equal to 60% of surplus cash (as
defined by HUD) net of the second portion ($5,000) of the asset and
supervisory management fee. There were no fees charged nor payments
made related to this fee in 1996.
- --------------------------------------------------------------------------------
Page 11
<PAGE> 63
COLEMAN MANOR ASSOCIATES LIMITED
PARTNERSHIP
- --------------------------------------------------------------------------------
Notes To Financial Statements (Continued)
MANAGEMENT FEE
The property is managed by Mt. Washington Management Group, Inc., an
affiliate of the general partner, pursuant to a management agreement
approved by HUD. The current management agreement provides for a
management fee of 6% of monthly rental collections. Management fees
charged to operations amounted to $21,339.
BOOKKEEPING FEE
The property paid Mt. Washington Management Group, Inc. a bookkeeping
fee which amounted to $5,700 in 1996.
5. COMMITMENTS
The Partnership has entered into regulatory agreements with HUD which
regulate, among other things, the rents which may be charged for
apartment units in the project, prohibit the sale of the project without
HUD consent, limit the annual distribution of cash flow to the partners
and otherwise regulate the relationship between the Partnership and HUD.
Upon acquisition of the project, the Partnership assumed a Section 8
loan management set-aside (HAP) contract with the Department of Housing
and Urban Development to make housing assistance payments on behalf of
qualified tenants. The original date of the contract was December 1,
1982 and the original term was fifteen years. The Partnership cannot
sell or otherwise substantially liquidate its assets during each period
that the agreement for housing assistance program with HUD is in
existence without their prior approval.
- --------------------------------------------------------------------------------
Page 12
<PAGE> 64
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
HUD PROJECT NO.: 052-35464
- --------------------------------------------------------------------------------
SUPPORTING DATA REQUIRED BY HUD
DECEMBER 31, 1996
<TABLE>
ACCOUNTS AND NOTES RECEIVABLE (OTHER THAN FROM REGULAR TENANTS)
<CAPTION>
NAME OF ORIGINAL INTEREST ORIGINAL BALANCE
BORROWER DATE RATE TERMS AMOUNT DUE
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Housing Authority
Baltimore City 12/96 None 1/97 $798 $798
===========================
</TABLE>
DELINQUENT TENANTS' ACCOUNTS RECEIVABLE
<TABLE>
<CAPTION>
NUMBER OF AMOUNT
TENANTS PAST DUE
-------------------------------
<S> <C> <C>
Delinquent 30 days 1 $2
Delinquent 31 - 60 days -- --
Delinquent 61 - 90 days -- --
Delinquent over 90 days -- --
------------
$2
============
</TABLE>
MORTGAGE ESCROW DEPOSITS
Estimated amount required for future payment of:
<TABLE>
<S> <C>
Real estate taxes $15,300
Property insurance 772
Mortgage insurance 2,412
-----------
Total 18,484
Amount of estimated requirements in
excess of amount on deposit (234)
-----------
Total confirmed by mortgagee $18,250
===========
</TABLE>
TENANTS' SECURITY DEPOSITS
Tenants' security deposits in the amount of $6,664 are held in a separate bank
account in the name of the Project.
- --------------------------------------------------------------------------------
Page 13
<PAGE> 65
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
HUD PROJECT NO.: 052-35464
- --------------------------------------------------------------------------------
SUPPORTING DATA REQUIRED BY HUD (CONTINUED)
DECEMBER 31, 1996
REPLACEMENT RESERVE
In accordance with the provisions of the regulatory agreement, restricted cash
is held by Huntoon-Paige to be used for replacement of property with the
approval of HUD as follows:
<TABLE>
<S> <C>
Balance - January 1, 1996 $39,732
Monthly deposits ($492.50 x 12) 5,910
Interest income 692
-----------
Balance - December 31, 1996 - confirmed
by mortgagee $46,334
===========
</TABLE>
ACCOUNTS PAYABLE (OTHER THAN TRADE CREDITORS)
<TABLE>
<S> <C>
Payable within 30 days
Payable within 31 - 60 days
Payable in more than 60 days None
</TABLE>
Detail of payable due in more than 60 days:
<TABLE>
<CAPTION>
DATE ORIGINAL AMOUNT
CREDITOR PURPOSE INCURRED TERMS AMOUNT DUE
- -----------------------------------------------------------------------------------------------
<S> <C>
None
</TABLE>
ACCRUED TAXES (ACCOUNT 2150)
<TABLE>
<CAPTION>
DESCRIPTION BASIS PERIOD DATE AMOUNT
OF TAX FOR ACCRUAL COVERED DUE ACCRUED
- ---------------------------------------------------------------------------------
<S> <C>
None
</TABLE>
LOANS AND NOTES PAYABLE (OTHER THAN THE INSURED MORTGAGE)
<TABLE>
<CAPTION>
DATE INTEREST ORIGINAL AMOUNT
CREDITOR COLLATERAL INCURRED RATE TERMS AMOUNT DUE
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CDA Second lien on 1988 8/90-7/05 1% Due 7/1/29 $847,600 $715,867
property 8/05-7/29 10%
City of Third lien on 1988 non-interest Due 9/1/29 40,000 40,000
Baltimore property bearing
</TABLE>
- --------------------------------------------------------------------------------
Page 14
<PAGE> 66
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
HUD PROJECT NO.: 052-35464
- --------------------------------------------------------------------------------
SUPPORTING DATA REQUIRED BY HUD (CONTINUED)
DECEMBER 31, 1996
COMPENSATION OF PARTNERS
<TABLE>
<CAPTION>
TIME EXPENSES
NAME OF OFFICIAL DEVOTED TO INTEREST AMOUNT OF AND
RECIPIENT TITLE BUSINESS OWNED COMPENSATION ALLOWANCE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Century Pacific General
Realty Corp. Partner 10% .010% $4,766 None
</TABLE>
UNAUTHORIZED DISTRIBUTIONS OF PROJECT INCOME
<TABLE>
<CAPTION>
DESCRIPTION DATE PAID AMOUNT
- ---------------------------------------------------------------------------
<S> <C>
None
</TABLE>
NON-REVENUE PRODUCING UNITS
<TABLE>
<CAPTION>
TENANT NAME TITLE
----------------------------------------------------------------
<S> <C>
Eldamae Ingram Property Manager
</TABLE>
- --------------------------------------------------------------------------------
Page 15
<PAGE> 67
<TABLE>
COMPUTATION OF SURPLUS CASH, U.S. DEPARTMENT OF HOUSING
DISTRIBUTIONS AND RESIDUAL AND URBAN DEVELOPMENT
RECEIPTS Office of Housing
Federal Housing Commissioner
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
PROJECT NAME FISCAL PERIOD ENDED: PROJECT NUMBER
Coleman Manor Associates Limited Partnership 12/31/96 052-35464
--------
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
PART A - COMPUTE SURPLUS CASH
- --------------------------------------------------------------------------------------------------------------------------------
CASH
1. Cash (Accounts 1110, 1120, 1191, 1192) $ 31,196
2. Tenant subsidy vouchers due for period covered by financial statement $ 798
3. Other (describe) $
- --------------------------------------------------------------------------------------------------------------------------------
(a) TOTAL CASH (Add Lines 1, 2, and 3) $ 31,994
- --------------------------------------------------------------------------------------------------------------------------------
CURRENT OBLIGATIONS
- --------------------------------------------------------------------------------------------------------------------------------
4. Accrued mortgage interest payable $ 15,381
5. Delinquent mortgage principal payments $
6. Delinquent deposits to reserve for replacements $
7. Accounts payable (due within 30 days) $ 21,964
8. Loans and notes payable (due within 30 days) $
9. Deficient Tax Insurance or MIP Escrow Deposits $ 234
10. Accrued expenses (not escrowed) $ 5,189
11. Prepaid Rents (Account 2210) $ 2,306
12. Tenant security deposits liability (Account 2191) $ 6,664
13. Other (Describe) $
- --------------------------------------------------------------------------------------------------------------------------------
(b) LESS TOTAL CURRENT OBLIGATIONS (Add Lines 4 through 13) $ 51,738
- --------------------------------------------------------------------------------------------------------------------------------
(c) SURPLUS CASH (DEFICIENCY) [Line (a) minus Line (b)] $ (19,744)
- --------------------------------------------------------------------------------------------------------------------------------
PART B - COMPUTE DISTRIBUTIONS TO OWNERS AND REQUIRED DEPOSIT TO RESIDUAL RECEIPTS
- --------------------------------------------------------------------------------------------------------------------------------
1. Surplus Cash $ None
- --------------------------------------------------------------------------------------------------------------------------------
LIMITED DIVIDEND PROJECTS
- --------------------------------------------------------------------------------------------------------------------------------
2a. Annual Distribution Earned During Fiscal Period Covered by the Statement $
2b. Distribution Accrued and Unpaid as of the End of the Prior Fiscal Period $
2c. Distributions Paid During Fiscal Period Covered by Statement $
3. Amount to be Carried on Balance Sheet as Distribution Earned but Unpaid
(Line 2a plus 2b minus 2c) $
- --------------------------------------------------------------------------------------------------------------------------------
4. Amount Available for Distribution During Next Fiscal Period $ None
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C>
5. Deposit Due Residual Receipts (Must be deposited with Mortgagee within 60 days after Fiscal Period ends) $
- --------------------------------------------------------------------------------------------------------------------------------
PREPARED BY REVIEWED BY
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <S> <C>
Loan Technician Date Loan Servicer Date
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Page 1 of 2 HUD-93486 (8-95)
</TABLE>
- --------------------------------------------------------------------------------
Page 16
<PAGE> 68
<TABLE>
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
HUD PROJECT NO.: 052-35464
- ------------------------------------------------------------------------------------------------------------------------------------
SUPPORTING DATA REQUIRED BY HUD (CONTINUED)
DECEMBER 31, 1996
CHANGES IN FIXED ASSET ACCOUNTS
<CAPTION>
ASSETS ACCUMULATED DEPRECIATION
--------------------------------------------------- ----------------------------------------------- NET
BALANCE BALANCE BALANCE BALANCE BOOK VALUE
JANUARY 1, DECEMBER 31, JANUARY 1, CURRENT DECEMBER 31, DECEMBER 31,
1996 ADDITIONS DEDUCTIONS 1996 1996 PROVISIONS DEDUCTIONS 1996 1996
--------------------------------------------------- ----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Land $ 61,281 $ -- $ -- $ 61,281 $ -- $ -- $ -- $ -- $ 61,281
Building and
improvements 3,426,317 -- -- 3,426,317 834,118 130,633 -- 964,751 2,461,566
Furnishings 93,054 25,580 -- 118,634 90,897 2,292 -- 93,189 25,445
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL $3,580,652 $25,580 $ -- $3,606,232 $925,015 $132,925 $ -- $1,057,940 $2,548,292
====================================================================================================================================
</TABLE>
- --------------------------------------------------------------------------------
Page 17
<PAGE> 69
<TABLE>
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
HUD PROJECT NO.: 052-35464
- --------------------------------------------------------------------------------
SUPPORTING DATA REQUIRED BY HUD (CONTINUED)
<CAPTION>
FUNDS IN FINANCIAL INSTITUTIONS AS OF DECEMBER 31, 1996
<S> <C>
A. FUNDS HELD BY MORTGAGOR, OPERATING ACCOUNT<F1>
1. First National Bank of Maryland, checking $ 1,262
2. First National Bank of Maryland, money market, 3.0% 23,535
------------
Operating Account, Sub-Total 24,797
B. FUNDS HELD BY MORTGAGOR IN TRUST, TENANT SECURITY DEPOSITS<F1>
First National Bank of Maryland, money market, 2.8% 6,900
------------
FUNDS HELD BY MORTGAGOR, TOTAL 31,697
------------
C. FUNDS HELD BY MORTGAGEE, (IN TRUST)<F2>
1. Mortgage escrow deposits, WMF/Huntoon, Paige Associates,
checking 18,250
------------
2. Reserve for replacements
a. WMF/Huntoon, Paige Associates, certificate of deposit
matures November 1997, 4.9% 14,000
b. WMF/Huntoon Paige Associates, checking 32,334
------------
Reserve Fund For Replacements, Sub-Total 46,334
------------
3. Miscellaneous escrows, checking 150
------------
FUNDS HELD BY MORTGAGEE 64,734
------------
TOTAL FUNDS IN FINANCIAL INSTITUTIONS $96,431
============
<FN>
<F1> Confirmed by First National Bank of Maryland, January 31, 1997.
<F2> Confirmed by WMF/Huntoon, Paige Associates, January 30, 1997.
</TABLE>
- --------------------------------------------------------------------------------
Page 18
<PAGE> 70
COLEMAN MANOR ASSOCIATES LIMITED PARTNERSHIP
HUD PROJECT NO.: 052-35464
- -------------------------------------------------------------------------------
SUPPORTING DATA REQUIRED BY HUD (CONTINUED)
<TABLE>
LISTING OF IDENTITY OF INTEREST COMPANIES AND ACTIVITIES
DOING BUSINESS WITH OWNER/AGENT
FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>
AMOUNT
COMPANY NAME TYPE OF SERVICE RECEIVED
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Mt. Washington Management Group, Inc. Management agent $19,149
Mt. Washington Management Group, Inc. Bookkeeper/computer fees 5,700
-------------
$24,849
=============
</TABLE>
- --------------------------------------------------------------------------------
Page 19
<PAGE> 71
[letterhead of RBG & Co.]
INDEPENDENT AUDITORS' REPORT ON THE INTERNAL CONTROL STRUCTURE
To The Partners
Coleman Manor Associates Limited
Partnership
We have audited the financial statements of Coleman Manor Associates Limited
Partnership as of and for the year ended December 31, 1996, and have issued
our report thereon dated February 4, 1997. We have also audited Coleman Manor
Associates Limited Partnership's compliance with requirements applicable to
HUD-assisted programs and have issued our reports thereon dated February 4,
1997.
We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States and the Consolidated Audit Guide for Audits of HUD
Programs (the "Guide") issued by the U.S. Department of Housing and Urban
Development, Office of the Inspector General in July 1993. Those standards
and the Guide require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement and about whether Coleman Manor Associates Limited Partnership
complied with laws and regulations, noncompliance with which would be material
to a major HUD-assisted program.
The management of Coleman Manor Associates Limited Partnership is responsible
for establishing and maintaining an internal control structure. In fulfilling
this responsibility, estimates and judgments by management are required to
assess the expected benefits and related costs of internal control structure
policies and procedures. The objectives of an internal control structure are
to provide management with reasonable, but not absolute, assurance that assets
are safeguarded against loss from unauthorized use or disposition and that
transactions are executed in accordance with management authorization and
recorded properly to permit the preparation of financial statements in
accordance with generally accepted accounting principles and that HUD-assisted
programs are managed in compliance with applicable laws and regulations.
Because of inherent limitations in any internal control structure, errors,
irregularities or instances of noncompliance may nevertheless occur and not be
detected. Also, projection of any evaluation of the structure to future
periods is subject to the risk that procedures may become inadequate because
of changes in conditions or that the effectiveness of the design and operation
of policies and procedures may deteriorate.
- --------------------------------------------------------------------------------
Page 20
<PAGE> 72
To The Partners
Coleman Manor Associates Limited
Partnership
- --------------------------------------------------------------------------------
In planning and performing our audits, we obtained an understanding of the
design of relevant internal control structure policies and procedures and
determined whether they had been placed in operation, and we assessed control
risk in order to determine our auditing procedures for the purpose of
expressing our opinions on the financial statements of Coleman Manor
Associates Limited Partnership and on its compliance with specific
requirements applicable to its major HUD-assisted programs and to report on
the internal control structure in accordance with the provisions of the Guide
and not to provide any assurance on the internal control structure.
For the purpose of this report, we have classified the significant internal
control structure policies and procedures in the following categories:
ACCOUNTING APPLICATIONS
* Cash receipts/Revenue
* Purchases/Cash disbursements
* General ledger
* External financial reporting
COMPLIANCE REQUIREMENTS
* Federal financial reports
* Affirmative fair housing
* Mortgage status
* Replacement reserve
* Security deposits
* Cash receipts
* Cash disbursements
* Tenant application, eligibility and recertification
* Management functions
We performed tests of controls, as required by the Guide, to evaluate the
effectiveness of the design and operation of internal control structure
policies and procedures that we considered relevant to preventing or detecting
material noncompliance with specific requirements applicable to Coleman Manor
Associates Limited Partnership's major HUD-assisted programs. Our procedures
were less in scope than would be necessary to render an opinion on such
internal control structure policies and procedures. Accordingly, we do not
express such an opinion.
- --------------------------------------------------------------------------------
Page 21
<PAGE> 73
To The Partners
Coleman Manor Associates Limited
Partnership
- --------------------------------------------------------------------------------
Our consideration of the internal control structure policies and procedures
used in administering federal financial assistance would not necessarily
disclose all matters in the internal control structure that might constitute
material weaknesses under standards established by the American Institute of
Certified Public Accountants. A material weakness is a condition in which the
design or operation of one or more of the internal control structure elements
does not reduce to a relatively low level the risk that noncompliance with
laws and regulations that would be material to a HUD-assisted program may
occur and not be detected within a timely period by employees in the normal
course of performing their assigned functions. We noted no matters involving
the internal control structure and its operations that we consider to be
material weaknesses as defined above.
This report is intended for the information of management and the Department
of Housing and Urban Development. However, this report is a matter of public
record and its distribution is not limited.
/s/ Rubin, Brown, Gornstein & Co. LLP
February 4, 1997
- --------------------------------------------------------------------------------
Page 22
<PAGE> 74
[letterhead of RBG & Co.]
INDEPENDENT AUDITORS' REPORT ON COMPLIANCE
WITH LAWS AND REGULATIONS APPLICABLE TO THE
BASIC FINANCIAL STATEMENTS
To The Partners
Coleman Manor Associates Limited
Partnership
We have audited the financial statements of Coleman Manor Associates Limited
Partnership as of and for the year ended December 31, 1996, and have issued
our report thereon dated February 4, 1997.
We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.
Compliance with laws, regulations, contracts and grants applicable to Coleman
Manor Associates Limited Partnership is the responsibility of Coleman Manor
Associates Limited Partnership's management. As part of obtaining reasonable
assurance about whether the financial statements are free of material
misstatement, we performed tests of Coleman Manor Associates Limited
Partnership's compliance with certain provisions of laws, regulations, and
contracts. However, the objective of our audit of the financial statements
was not to provide an opinion on overall compliance with such provisions.
Accordingly, we do not express such an opinion.
The results of our tests disclosed no instances of noncompliance that are
required to be reported herein under Government Auditing Standards.
This report is intended for the information of management and the Department
of Housing and Urban Development. However, this report is a matter of public
record and its distribution is not limited.
/s/ Rubin, Brown, Gornstein & Co. LLP
February 4, 1997
- --------------------------------------------------------------------------------
Page 23
<PAGE> 75
[letterhead of RBG & Co.]
INDEPENDENT AUDITORS' REPORT ON COMPLIANCE WITH
SPECIFIC REQUIREMENTS APPLICABLE TO MAJOR HUD PROGRAMS
To The Partners
Coleman Manor Associates Limited
Partnership
We have audited the financial statements of Coleman Manor Associates Limited
Partnership as of and for the year ended December 31, 1996 and have issued our
report thereon dated February 4, 1997. We have also audited Coleman Manor
Associates Limited Partnership's compliance with the specific program
requirements governing federal financial reports, mortgage status, replacement
reserve, security deposits, cash receipts and disbursements, tenant
application, eligibility and recertification and management functions that are
applicable to each of its major HUD-assisted programs for the year ended
December 31, 1996. The management of Coleman Manor Associates Limited
Partnership is responsible for compliance with those requirements. Our
responsibility is to express an opinion on compliance with those requirements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards, Government Auditing Standards, issued by the Comptroller General of
the United States, and the Consolidated Audit Guide for Audits of HUD Programs
(the "Guide") issued by the U.S. Department of Housing and Urban Development,
Office of Inspector General in July 1993. Those standards and the Guide
require that we plan and perform the audit to obtain reasonable assurance
about whether material noncompliance with the requirements referred to above
occurred. An audit includes examining, on a test basis, evidence about
Coleman Manor Associates Limited Partnership's compliance with those
requirements. We believe that our audit provides a reasonable basis for our
opinion.
The results of our audit procedures disclosed immaterial instances of
noncompliance with the requirements referred to above, which are described in
the accompanying Schedule of Findings and Questioned Costs. We considered
these instances of noncompliance in forming our opinion on compliance, which
is expressed in the following paragraph.
- --------------------------------------------------------------------------------
Page 24
<PAGE> 76
To The Partners
Coleman Manor Associates Limited
Partnership
- --------------------------------------------------------------------------------
In our opinion, Coleman Manor Associates Limited Partnership complied, in all
material respects, with the requirements described above that are applicable
to each of its HUD-assisted programs for the year ended December 31, 1996.
This report is intended for the information of management and the Department
of Housing and Urban Development. However, this report is a matter of public
record and its distribution is not limited.
/s/ Rubin, Brown, Gornstein & Co. LLP
February 4, 1997
- --------------------------------------------------------------------------------
Page 25
<PAGE> 77
[letterhead of RBG & Co.]
INDEPENDENT AUDITORS' REPORT ON COMPLIANCE WITH SPECIFIC
REQUIREMENTS APPLICABLE TO AFFIRMATIVE FAIR HOUSING
To The Partners
Coleman Manor Associates Limited
Partnership
We have audited the financial statements of Coleman Manor Associates Limited
Partnership as of and for the year ended December 31, 1996, and have issued
our report thereon dated February 4, 1997.
We have applied procedures to test Coleman Manor Associates Limited
Partnership's compliance with the Affirmative Fair Housing requirements
applicable to its HUD-assisted programs, for the year ended December 31, 1996.
Our procedures were limited to the applicable compliance requirements
described in the Consolidated Audit Guide for Audits of HUD Programs issued by
the U.S. Department of Housing and Urban Development, Office of Inspector
General in July 1993. Our procedures were substantially less in scope than an
audit, the objective of which would be the expression of an opinion on Coleman
Manor Associates Limited Partnership's compliance with the Affirmative Fair
Housing requirements. Accordingly, we do not express such an opinion.
The results of our tests disclosed no instances of noncompliance that are
required to be reported herein under the Guide. With respect to items not
tested, nothing came to our attention that caused us to believe that Coleman
Manor Associates Limited Partnership had not complied, in all material
respects, with those requirements.
This report is intended for the information of management and the Department
of Housing and Urban Development. However, this report is a matter of public
record and its distribution is not limited.
/s/ Rubin, Brown, Gornstein & Co. LLP
February 4, 1997
- --------------------------------------------------------------------------------
Page 26
<PAGE> 78
SCHEDULE OF FINDINGS AND QUESTIONED COSTS
1. MANAGEMENT FEES
STATEMENT OF CONDITION
Management was unable to provide a copy of the most current management
agreement and/or "Identity of Interest Statement" stating the current
management fees being charged.
CRITERIA
HUD requires an approved "Identity of Interest Statement" reflecting
current management fees.
EFFECT
Management is not in compliance with HUD regulations.
RECOMMENDATION
It is our understanding that HUD cannot provide a copy of the management
agreement. Furthermore, management has sent HUD a proposed new
management agreement to which HUD has not yet responded. We recommend
that management continue its efforts to obtain an executed management
agreement with HUD.
- --------------------------------------------------------------------------------
Page 27
<PAGE> 79
CERTIFICATE OF PARTNERS
We hereby certify that we have examined the accompanying financial statements
and supplemental data of Coleman Manor Associates Limited Partnership and, to
the best of our knowledge and belief, the same is complete and accurate.
General Partner
Century Pacific Realty Corporation
/s/ Irwin Deutch
-------------------------------------------
Signature Date
52-1565644
-------------------------------------------
Partnership Federal Identification Number
- --------------------------------------------------------------------------------
Page 28
<PAGE> 80
MANAGEMENT AGENT'S CERTIFICATION
We hereby certify that we have examined the accompanying financial statements
and supplemental data of Coleman Manor Associates Limited Partnership and, to
the best of our knowledge and belief, the same is complete and accurate.
Managing Agent
Mt. Washington Management Group, Inc.
/s/ Jim Ginsburg
-----------------------------------------
Signature Date
- --------------------------------------------------------------------------------
Page 29
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 693
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 410,633
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 410,633
<CURRENT-LIABILITIES> 786,196
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (375,563)
<TOTAL-LIABILITY-AND-EQUITY> 410,633
<SALES> 0
<TOTAL-REVENUES> 2,100
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 73,359
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (71,259)
<INCOME-TAX> 0
<INCOME-CONTINUING> (207,269)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (207,269)
<EPS-PRIMARY> (9)
<EPS-DILUTED> 0
</TABLE>
