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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended September 30, 2003

Commission file number 33-24537

     CENTURY PACIFIC TAX CREDIT HOUSING FUND II
(Exact name of registrant as specified in its charter)

   CALIFORNIA
95-4178283
(State of other jurisdiction of
(IRS Employer
incorporation of organization)
Identification Number)
1 E. Stow Road
Marlton, NJ
08053
(Address of principal executive offices)
(Zip Code)
   
Registrant's telephone number, including area code: (856) 596-3008
 

Former address:
1925 Century Park East, Suite 1900 Los Angeles, CA 90067

(Former name, former address and former fiscal year if changed since last report)

Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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         No

Indicate by check mark whether the registrant is an accelerated filed (as defined in Rule 12b-2 of the Exchange Act).

Yes         No


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    CENTURY PACIFIC TAX CREDIT HOUSING FUND II    
         
    TABLE OF CONTENTS    
         
      Page  
     
 
PART I FINANCIAL INFORMATION    
         
  Financial Statements and Supplementary Data 3  
Item 2 Management's Discussion and Analysis Of Financial Condition and Results of Operations 10  
Item 3 Quantitative and Qualitative Disclosures About Market Risk 11  
Item 4 Controls and Procedures 11  
         
PART II OTHER INFORMATION    
Item 6 Exhibits and Reports on Form 8-K 12  

SIGNATURE

EXHIBITS

CERTIFICATIONS

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PART I FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

CENTURY PACIFIC TAX CREDIT HOUSING FUND II

BALANCE SHEET
(Unaudited)

   
September 30,
2003
 
March 31,
2003
 
   

 

 
ASSETS    
   
 
Cash   $
0
  $
0
 
Advance to General Partners    
871
   
871
 
Investments in Limited Partnerships (Note 4)    
0
   
0
 
   

 

 
    $
871
  $
871
 
   

 

 
LIABILITIES AND PARTNERS' EQUITY    
   
 
(DEFICIT)    
   
 
Accounts Payable and Accrued Expenses   $
5,800
  $
5,800
 
Amounts Payable to Related Parties (Note 3)    
2,287,895
   
2,269,095
 
Advance from Affiliates    
40,594
   
40,594
 
   

 

 
     
2,334,289
   
2,315,489
 
   

 

 
Commitments and Contingencies    
   
 
Partners' Equity (Deficit), per accompanying statement    
   
 
      General Partners    
(72,388
)  
(72,200
)
      Limited Partners, $1,000 stated value per unit, 25,000 units authorized, 5,754 units issued and outstanding    
(2,261,030
)  
(2,242,418
)
        

 

 
     
(2,333,418
)  
(2,314,618
)
   

 

 
    $
871
  $
871
 
   

 

 

The accompanying notes are an integral part of this statement.

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CENTURY PACIFIC TAX CREDIT HOUSING FUND II

STATEMENT OF OPERATIONS
(Unaudited)

   
Three Months Ended
September 30,
 
Six Months Ended
September 30,
 
   
 
 
   
2003
 
2002
 
2003
 
2002
 
   
 
 
 
 
REVENUES:                          
   Other income   $ 0   $ 0   $ 0   $ 0  
   
 
 
 
 
      0     0     0     0  
   
 
 
 
 
EXPENSES:                          
   General & Adm. (Note 3)    
9,400
   
9,400
   
18,800
   
18,846
 
   Equity in Net Losses of  Operating Partnership (Note 4)    
0
   
0
   
0
   
0
 
   
 
 
 
 
     
9,400
   
9,400
   
18,800
   
18,846
 
   
 
 
 
 
Net Loss   $
(9,400
) $
(9,400
) $
(18,800
) $
(18,846
)
   
 
 
 
 
                           
Allocation of net Loss                          
   General Partners   $ (94 ) $ (94 ) $ (188 ) $ (188 )
   Limited Partners    
(9,306
) $
(9,306
)  
(18,612
)  
(18,658
)
   
 
 
 
 
    $
(9,400
) $
(9,400
) $
(18,800
) $
(18,846
)
   
 
 
 
 
                           
Net Loss Per Unit of Limited Partnership Interest   $ 2   $ 2   $ 3   $ 3  
   
 
 
 
 
                           
Average Number of Units Outstanding    
5,754
   
5,754
   
5,754
   
5,754
 
   
 
 
 
 

The accompanying notes are an integral part of this statement.

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CENTURY PACIFIC TAX CREDIT HOUSING FUND II

STATEMENT OF PARTNERS' EQUITY (DEFICIT)
September 30, 2003
(Unaudited)

   
General
Partners
Limited
Partners
Total
 
   
 
 
 
                     
Balance at March 31, 2003  
$
(72,200 )
$
(2,242,418 )
$
(2,314,618 )
                     
Net Loss     (188 )   (18,612 )   (18,800 )
   
   
   
 
                     
Equity (Deficit) at September 30, 2003  
$
(72,388 )
$
(2,261,030 )
$
(2,333,418 )
   
   
   
 
                     
Percentage Interest September 30, 2003     1 %   99 %   100 %
   
   
   
 

The accompanying notes are an integral part of this statement.

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CENTURY PACIFIC TAX CREDIT HOUSING FUND II
STATEMENT OF CASH FLOWS
(Unaudited)

   
Six Months Ended
September 30,
 
   
 
   
2003
2002
 
   
 
 
Cash Flow from Operating Activities:              
               
Net Loss  
$
(18,800 )   (18,846 )
Adjustments to reconcile net loss to net cash used in operating activities:              
   Equity in net losses of operating Partnerships
   
 
   Change in assets and liabilities:          
      Decrease in accounts payableand accrued expenses     0     (1,671 )
      Increase is due to affiliates     18,800     20,470  
   
 
 
   Net Cash Used in Operating Activities  
$
0  
$
(47 )
   
 
 
   Net Decrease in Cash  
$
0  
$
(47 )
Cash at Beginning of Period     0     47  
   
 
 
Cash at End of Period  
$
0  
$
0  
   
 
 

The accompanying notes are an integral part of this statement.

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CENTURY PACIFIC TAX CREDIT HOUSING FUND II
a California limited partnership

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF THE PARTNERSHIP AND ITS ORGANIZATION:

Century Pacific Tax Credit Housing Fund II, a California limited partnership (the “Partnership” or “CPTCHF II”) was formed on September 2, 1988 for the purpose of raising capital and selling limited partnership interests and then acquiring limited partnership interests in partnerships (the “Operating Partnerships”) owning and operating existing residential apartment properties (the “Properties”).

The general partners of the Partnership are Century Pacific Capital II Corporation, a California corporation, (“CPII”) 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 interest 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”). These properties are leveraged low-income multifamily residential complexes and some receive one or more forms of assistance from federal, state or local governments, or agencies (the “Government Agencies”) while others do not receive any subsidy from Government Agencies although some may have mortgage loans insured by a Government Agency.

In September 1988, the Partnership began raising capital from sales of limited partnership interests, at $1,000 per unit. The limited partnership offering closed as of December 31, 1989, with 5,754 units having been sold.

As of September 30, 2003, the Partnership has acquired limited partnership interest of 90% in Washington Courts Limited Partnership and 60% in Laurel-Clayton Limited Partnership, two existing Operating Partnerships which own apartment rental properties. The interest in Washington Courts Limited Partnership was sold in September 2003. The Partnership did not receive any proceeds from this sale.

Basis of Presentation

The accompanying unaudited financial statements of Century Pacific Tax Credit Housing Fund II (the Company) as of September 30, 2003 and March 31, 2003 (the March 31, 2003 financial information included herein has been extracted from the Company’s audited financial statements on Form 10-K) and for the three and six months ended September 30, 2003 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities and Exchange Act of 1934. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Partnerships management, all adjustments (consisting of only normal recurring (adjustments) considered necessary to present fairly the financial statements have been made.

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The statement of operations for the three and six months ended September 30,2003 are not necessarily indicative of the results that may be expected for the entire year. These statements should be read in conjunction with the financial statements and related notes thereto included on Form 10-K for the year ended March 31, 2003.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Method of Accounting for 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 4).

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.

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 the financial statements to reflect accounting principles generally accepted in the United States of America.

On August 7, 1991, management of the Partnership changed from a calendar year end to a fiscal year end of March 31 for financial reporting purposes. Accordingly, the Partnership's quarterly periods end June 30, September 30, and December 31. The Operating Partnerships, for financial reporting purposes, have a calendar year. The Partnership, as well as the Operating Partnerships, have a calendar year for income tax purposes.

Syndication Costs

Public offering costs have been recorded as a direct reduction to the capital accounts of the Limited Partners.

Organization, Acquisition and Other Costs

Costs incurred in organizing the Partnership and expenditures made by the Partnership in connection with its acquiring limited partnership interest in Operating Partnerships are deferred and amortized over a period of sixty months on a straight-line basis or capitalized as investments in Operating Partnerships. Other fees and expenses of the Partnership are recognized as expenses in the period the related services are received.

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 Credits benefits received, if any, are the liability of the individual partners. The Partnership uses the accrual method of accounting for tax purposes.

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NOTE 3 – TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES OF THE GENERAL PARTNERS:

The General Partners of the Partnership are CPII and Irwin Jay Deutch. 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 CPII, is a general partner in each of the Operating Partnerships. The General Partners have an aggregate one percent interest in the Partnership. CPRC has a one-half percent interest in each of the Operating Partnerships.

The General Partners and their 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. Pursuant to the partnership agreement, the Partnership is required to pay CPII an annual Management Fee for its services in connection with the management affairs of the Partnership. The annual Management Fee is equal to .5% of Invested Assets (as defined by the partnership agreement). The General Partners and Affiliates also receive compensation and reimbursement of expenses from the Operating Partnerships. This compensation and reimbursement include services provided to the Partnership during its offering stage, acquisition stage and operational stage.

NOTE 4 – INVESTMENTS IN OPERATING PARTNERSHIPS:

The following is a summary of the Partnership's investments in Operating Partnerships:

  September 30,   March 31,  
  2003   2003  
 
 
 
Cash Contribution to Operating Partnerships to fund purchase of beneficial interest in Properties $ 4,536,020   $ 4,536,020  
             
Equity in net losses of Operating Partnerships   (4,536,020 ) (4,536,020 )
 
 
 
  $ 0   $ 0  
 
 
 

The Property in which the Operating Partnership holds a beneficial interest at September 30, 2003 is as follows:

Name of        
Operating Partnership   Property Name   Location

 
 
Laurel-Clayton, L.P.   Plumley Village   Worcester,
        Massachusetts

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The following combined statement of operations is prepared on the accrual basis and summarizes the operations of the Operating Partnerships for the three months ended September 30, 2003 and September 30, 2002 and for the six months ended September 30, 2003 and September 30,2002.

COMBINED STATEMENT OF OPERATIONS OF PROPERTIES
ACQUIRED BY THE OPERATING PARTNERSHIPS IN WHICH

CENTURY PACIFIC TAX CREDIT HOUSING FUND II HAS INVESTED
(Unaudited)

Three Months Ended
Six Months Ended
September 30,
September 30,
2003
2002
2003
2002
 

 

 

 

 
REVENUES:                        
                         
   Rental Income $ 1,380,092   $ 1,351,242   $ 2,752,934   $ 2,684,485  
   Other   7,442     41,860     99,511     77,759  
 
 

 
 
 
    1,387,534     1,393,102     2,852,445     2,762,244  
 
 

 
 
 
EXPENSES:                        
                         
   Operating, General and Administrative   703,330     1,034,447     1,831,463     2,144,303  
   Depreciation   254,603     269,303     567,124     538,606  
   Interest   553,608     115,451     772,838     230,902  
 
 
 

 
 
    1,511,541     1,419,201     3,092,466     2,913,811  
 

 

 

 

 
Net Loss $ (124,007 ) $ (26,099 )   (240,021 ) $ (151,567 )
 

 

 

 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

Results of Operations

PLUMLEY VILLAGE – Worcester, Massachusetts

Plumley Village consists of 430 units situated on approximately 16 acres of land adjacent to Downtown Worcester. There is one 16 story high-rise and three low-rise structures on the site. The property has good freeway access and is convenient to stores, churches and hospitals.

The property is 100% occupied during the quarter. Cash flow was sufficient to cover operating expenses. Property rents were last increased in October 2002, bringing the annual gross potential rental revenue to approximately $4,582,104.

WASHINGTON COURTS – Chicago, Illinois

Washington Courts consists of 103 units on several sites in the Austin neighborhood of Chicago. The property is convenient to banks, schools, churches and commercial areas.

The property averaged a 90% occupancy rate during the quarter. Cash flow was sufficient to cover operating expenses. Property rents were adjusted in September 1998 with annual gross potential rental revenue of approximately $1,045,728. The property was sold on September 15, 2003 for $7,110,669 an amount equal to its debt.

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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 administrative expenses and pay the Partnership management fee. At the present time, the Operating Partnerships have not generated sufficient cash distributions to fund the Partnerships expenses. As a result of the foregoing, the Partnership has been dependent upon its affiliates and the General Partners for continued financial support to meet its expenses. Though, there can be no assurance, management believes that affiliates and/or the General Partners, though not required to do so, will continue to fund operations of the Partnership and defer receipt of payment of allocated overhead administrative expenses and partnership management fees. Allocated administrative expenses paid or accrued to affiliates and the General Partners represent reimbursement of the actual cost of goods and materials used for or by the Partnership, salaries, related payroll costs and other administrative items incurred or allocated, and direct expenses incurred in rendering legal, accounting/bookkeeping, computer, printing and public relations services. Items excluded from the overhead allocation include overhead expenses of the General Partners, including rent and salaries of employees not specifically performing the services described above. Unpaid allocated administrative expenses and partnership management fees, an annual amount up to .5% of invested assets, will accrue for payment in future operating years.

The Partnership is not expected to have access to any significant sources of financing. Accordingly, if unforeseen contingencies arise that cause an Operating Partnership to require additional capital to sustain operations, in addition to that previously contributed by the Partnership, the source of the required capital needs may be from (i) limited reserves from the Partnership (which may include distributions received from 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Due to the nature of our foregoing operations, we have concluded that there is no material market risk exposure and, therefore, no quantitative tabular disclosures are required.

ITEM 4. CONTROLS AND PROCEDURES

     (a) Evaluation of Disclosure Controls and Procedures

     As of September 30, 2003, the Partnership’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-14(c) and 15d-14(c)) as of the end of the period covered by this report. Based on that evaluation, they have concluded that the Partnership’s current disclosure controls and procedures are effective in timely providing them with material information relating to the Partnership required to be disclosed in the reports the Partnership files or submits under the Exchange Act.

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     (b) Changes in Internal Controls

     During the period covered by this report, there have not been any significant changes in the Partnership’s internal controls or in other factors that could significantly affect these controls. There were no significant deficiencies or material weaknesses, and, therefore, no corrective actions were taken.

PART II OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

     We have listed the exhibits by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K on the Exhibit list attached to this report.

     (b) Reports on Form 8-K

     None

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* * * SIGNATURE * * *

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    CENTURY PACIFIC TAX CREDIT HOUSING FUND II
a California limited partnership
   
             
    By:   Century Pacific Capital II Corporation,    
        a California Corporation    
             
                      General Partner    
             
        /s/Irwin J. Deutch    
    By:  
   
        Irwin J. Deutch, President    

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EXHIBITS

Exhibit    
Number   Description

 
     
31.1   Certification Pursuant to 15 U.S.C. Section 7241, as Adopted
    Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
     
31.2   Certification Pursuant to 15 U.S.C. Section 7241, as Adopted
    Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
     
32.1   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
     
32.2   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
     
     
*Filed herewith    

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